AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 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. 341 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 342 [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)

immediately upon filing pursuant to paragraph (b)

X

on April 1, 2014 pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(i)

on [ ] pursuant to paragraph (a)(i)

75 days after filing pursuant to paragraph (a)(ii)

on [ ] pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment

Explanatory Note: This Post-Effective Amendment No. 341 to the Registration Statement of Wells Fargo Funds Trust (the "Trust") is being filed primarily to add one new series to the Trust - Wells Fargo Advantage Alternative Strategies Fund - and to make certain other non-material changes to the Registration Statement.


WELLS FARGO FUNDS TRUST
PART A
PROSPECTUS

Wells Fargo Advantage Funds

 | 

April 1, 2014

Alternative Funds

Prospectus

Classes A, C

Alternative Strategies Fund

Class A - WALTX, Class C - WACTX


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

Fund Summary

Alternative Strategies Fund Summary

2

The Fund

Key Fund Information

7

Alternative Strategies Fund

8

Description of Principal Investment Risks

11

Portfolio Holdings Information

14

Organization and Management of the Fund

Organization and Management of the Fund

15

About Wells Fargo Funds Trust

15

The Adviser

15

The Sub-Advisers and Portfolio Managers

16

Multi-Manager Arrangement

17

Your Account

A Choice of Share Classes

18

Reductions and Waivers of Sales Charges

20

Compensation to Dealers and Shareholder Servicing Agents

23

Pricing Fund Shares

25

How to Open an Account

26

How to Buy Shares

27

How to Sell Shares

29

How to Exchange Shares

31

Account Policies

33

Other Information

Distributions

35

Taxes

36

Financial Highlights

37

Alternative Strategies Fund Summary

Investment Objective

The Fund seeks long-term 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 18 and 20 of the Prospectus and "Additional Purchase and Redemption Information" on page 47 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)

5.75%

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.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Class A

Class C

Management Fees

1.80%

1.80%

Distribution (12b-1) Fees

0.00%

0.75%

Other Expenses 1

1.71%

1.71%

Acquired Fund Fees and Expenses

0.09%

0.09%

Total Annual Fund Operating Expenses 2

3.60%

4.35%

Fee Waivers

0.38%

0.38%

Total Annual Fund Operating Expenses After Fee Waiver 2, 3

3.22%

3.97%

1. Expenses are based on estimated amounts for the current fiscal year.
2. Total Annual Fund Operating Expenses listed above include 0.68% of dividend and interest expense on short positions and 0.04% of interest expense on borrowings.
3. The Adviser has committed through November 30, 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 2.50% for Class A and 3.25% for Class C. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses, expenses from dividend and interest on short positions, and extraordinary expenses are excluded from the cap. Acquired fund fees and expenses incurred by investments made by The Rock Creek Group, LP, a sub-adviser of the Fund, will be included in 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

$881

$499

$399

3 Years

$1,582

$1,284

$1,284

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. Since the Fund has not commenced operations as of the date of this prospectus, no history of the portfolio turnover rate is available.

Principal Investment Strategies

In pursuing its investment objective, the Fund seeks to achieve relatively low sensitivity and low volatility relative to major equity markets, primarily by allocating assets across a number of alternative investment strategies, each of which may invest in a broad array of security types. These alternative investment strategies include equity hedged, event driven, global macro and relative value strategies. The Fund may use all or some of these strategies to varying degrees, depending on market conditions, and may add additional strategies in the future. The Fund employs one or more sub-advisers to execute each of the Fund's strategies.

In implementing the alternative investment strategies listed above, the Fund may take long and/or short positions in a broad range of investments including, but not limited to, equity securities of any market capitalization and debt securities of any quality or maturity (including loans) of U.S. and foreign issuers (including emerging markets issuers), convertible securities, and shares of other investment companies. The Fund may also take long and/or short positions in currency and other derivatives such as futures, options, swaps, and forwards, for both hedging and speculative purposes. The Fund may borrow money to purchase additional securities or to maintain cash to offset short positions. Certain of these securities and the use of these investment techniques create leverage. As a result, the sum of the Fund's investment exposures at times may significantly exceed the amount of the Fund's net assets. These exposures may vary over time.

The Fund uses a unique top-down approach to formulate an outlook on different asset classes, strategies and regions over a variety of time horizons. This outlook is the primary driver behind the strategy, asset, and sub-adviser allocation decisions, and may change at any time. The factors considered in making allocation decisions include macro-economic research, the actions of central banks and policy makers, and the opinions of leading hedge fund managers, analysts, and other market participants, and leading economists.

The alternative strategies that may be employed by the Fund's sub-advisers include:

Equity Hedged Strategies: Which take long and short positions in equities (and related instruments) believed to be under- and overvalued, respectively. Short positions may also be used solely to hedge broad market exposure.

Event Driven Strategies: Which seek to capitalize on the movements in security prices of companies currently or prospectively involved in a wide variety of corporate transactions.

Global Macro Strategies: Which analyze economic variables in an attempt to forecast future movements in equity, fixed income, currency, and commodity markets.

Relative Value Strategies: Which seek to identify and capitalize on valuation discrepancies between related financial instruments rather than on the direction of the general market.

Principal Investment Risks

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.

Borrowing Risk. If a Fund borrows money to purchase securities or to cover a short position and the Fund's investments decrease in value or the securities the Fund has shorted increase in value, the Fund's losses will be greater than if the Fund did not borrow money for investment purposes. In addition, if the return on an investment purchased with borrowed funds, or shorted and covered with borrowed funds, is not sufficient to cover the cost of borrowing, then the net income of the Fund would be less than if borrowing were not used.

Convertible Securities Risk. A convertible security has characteristics of both equity and debt securities and, as a result, is 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 changes in the market price of the common stock of the issuing company.

Credit Risk. The issuer or guarantor of a debt security may be unable or perceived to be unable to pay interest or repay principal when they become due, which could cause the value of an investment to decline and a Fund to lose money.

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 mitigate risk. Certain derivative instruments may be difficult to sell when the adviser believes it would be appropriate to do so, or the other party to a derivative contract may be unwilling or unable to fulfill its contractual obligations.

Emerging Markets Risk. Emerging market securities typically present even greater exposure to the risks described under "Foreign Investment Risk" and may be particularly sensitive to global economic conditions. Emerging market securities are also typically less liquid than securities of developed countries and could be difficult to sell, particularly during a market downturn.

Event Driven Strategies Risk. A Fund that invests in securities based on anticipated events, such as bankruptcies, mergers, reorganizations or other events, may incur losses if the events do not occur as anticipated (including on the terms originally proposed), when anticipated, or at all, or if they are perceived to be less likely to occur.

Foreign Currency Contracts Risk . A Fund that enters into foreign currency contracts, which are a type of derivative, is subject to the risk that the adviser may be incorrect in its judgment of future exchange rate changes.

Foreign Investment Risk. Foreign investments may be subject to lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign investments involve exposure to changes in foreign currency exchange rates and may be subject to higher withholding and other taxes.

Futures Contracts Risk.  A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.

High Yield Securities Risk . High yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") have a much greater risk of default or of not returning principal and their values tend to be more volatile than higher-rated securities with similar maturities.

Interest Rate Risk. When interest rates rise, the value of debt securities tends to fall. When interest rates decline, interest that a Fund is able to earn on its investments in debt securities may also decline, but the value of those securities may increase.

Investment Style Risk. Securities of a particular investment style, such as a growth style or value style, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions.

Loan Risk. Loans may be unrated, less liquid and more difficult to value than traditional debt securities. Loans 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, and potential co-lender liability.

Management Risk. Investment decisions made by a Fund's adviser or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, 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 values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Security markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments.

Mortgage- and Asset-Backed Securities Risk. Mortgage- and asset-backed securities may decline in value and become less liquid when defaults on the underlying mortgages or assets occur and may exhibit additional volatility in periods of rising interest rates. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates than instruments with fixed payment schedules. When interest rates decline or are low, the prepayment of mortgages or assets underlying such securities can reduce a Fund's returns.

Multi-Manager Management Risk. A Fund with multiple sub-advisers is subject to the risk that the investment decisions made by a sub-adviser may conflict with those of another sub-adviser.

Options Risk. A Fund that purchases options, which are a type of derivative, is subject to the risk of a loss of premiums without offsetting gains. A Fund that writes options receives a premium that may be small relative to the loss realized in the event of adverse changes in the value of the underlying instruments.

Short Sales Risk. Short selling is generally considered speculative, has the potential for unlimited loss and may involve leverage, which can magnify a Fund's exposure to assets that decline in value and increase the volatility of the Fund's net asset value.

Smaller Company Securities Risk. Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than those of larger companies.

Swaps Risk . Depending on their structure, swap agreements and options to enter into swap agreements ("swaptions"), both of which are types of derivatives, may increase or decrease a Fund's exposure to long- or short-term interest rates, foreign currency values, mortgage-backed securities, corporate borrowing rates, or credit events or other reference points such as security prices or inflation rates.

U.S. Government Obligations Risk. U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.

Performance

Since the Fund does not have annual returns for at least one calendar year, no performance information is shown.

Fund Management

 

Adviser

Sub-Advisers

Portfolio Manager, Title/Managed Since

Wells Fargo Funds Management, LLC

The Rock Creek Group, LP
(Allocates assets across strategies and Sub-Advisers)

Sudhir Krishnamurthi , Portfolio Manager / 2014
Ronald van der Wouden , Portfolio Manager / 2014
Ken LaPlace , Portfolio Manager / 2014

Chilton Investment Company, LLC
(Employs an Equity Hedged Strategy)

Richard L. Chilton, Jr. , Portfolio Manager / 2014

Mellon Capital Management Corporation
(Employs a Global Macro Strategy)

Vassilis Dagioglu, Portfolio Manager / 2014

Passport Capital, LLC
(Employs an Equity Hedged Strategy)

John Burbank, Portfolio Manager /2014
Tim Garry, Portfolio Manager / 2014

Pine River Capital Management L.P.
(Employs a Relative Value Strategy)

Brad Berning , Portfolio Manager / 2014

River Canyon Fund Management LLC
(Employs an Event Driven Strategy)

Soon Pho , Portfolio Manager / 2014

Sirios Capital Management, L.P.
(Employs an Equity Hedged Strategy)

John F. Brennan, Jr. , Portfolio Manager / 2014

Wellington Management Company, LLP
(Employs an Equity Hedged Strategy)

Kent M. Stahl, CFA , Portfolio Manager / 2014
Gregg R. Thomas, CFA , Portfolio Manager / 2014

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
Regular Accounts: $1,000
IRAs, IRA Rollovers, Roth IRAs: $250
UGMA/UTMA Accounts: $50
Employer Sponsored Retirement Plans: No Minimum

Minimum Additional Investment
Regular Accounts, IRAs, IRA Rollovers, Roth IRAs: $100
UGMA/UTMA Accounts: $50
Employer Sponsored Retirement Plans: No Minimum

Mail: Wells Fargo Advantage Funds
P.O. Box 8266
Boston, MA 02266-8266
Internet: wellsfargoadvantagefunds.com
Phone or Wire: 1-800-222-8222

Contact your 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 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 investment policies and practices.


Principal Risk Factors

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.

Alternative Strategies Fund 

Adviser

Wells Fargo Funds Management, LLC

Sub-Advisers

The Rock Creek Group, LP
Chilton Investment Company, LLC
Mellon Capital Management Corporation
Passport Capital LLC
Pine River Capital Management L.P.
River Canyon Fund Management LLC
Sirios Capital Management, L.P.
Wellington Management Company, LLP

Portfolio Managers

Sudhir Krisnamurthi
Ronald van der Wouden
Kenneth LaPlace
Richard L. Chilton, Jr.
Vassilis Dagioglu
John Burbank
Tim Garry
Brad Berning
Soon Pho
John F. Brennan, Jr.
Kent M. Stahl, CFA
Gregg R. Thomas, CFA

Class A

Ticker: WALTX

Fund Number: 3367

Class C

Ticker: WACTX

Fund Number: 3559

Investment Objective

The Fund seeks long-term capital appreciation.

The Fund's Board of Trustees can change this investment objective without a shareholder vote.

Principal Investment Strategies

In pursuing its investment objective, the Fund seeks to achieve relatively low sensitivity and low volatility relative to major equity markets, primarily by allocating assets across a number of alternative investment strategies, each of which may invest in a broad array of security types. These alternative investment strategies include equity hedged, event driven, global macro and relative value strategies. The Fund may use all or some of these strategies to varying degrees, depending on market conditions, and may add additional strategies in the future. The Fund employs one or more sub-advisers to execute each of the Fund's strategies.

In implementing the alternative investment strategies listed above, the Fund may take long and/or short positions in a broad range of investments including, but not limited to, equity securities of any market capitalization and debt securities of any quality or maturity (including loans) of U.S. and foreign issuers (including emerging markets issuers), convertible securities, and shares of other investment companies. The Fund may also take long and/or short positions in currency and other derivatives such as futures, options, swaps, and forwards, for both hedging and speculative purposes. The Fund may borrow money to purchase additional securities or to maintain cash to offset short positions. Certain of these securities and the use of these investment techniques create leverage. As a result, the sum of the Fund's investment exposures at times may significantly exceed the amount of the Fund's net assets. These exposures may vary over time.

The Fund uses a unique top-down approach to formulate an outlook on different asset classes, strategies and regions over a variety of time horizons. This outlook is the primary driver behind the strategy, asset, and sub-adviser allocation decisions, and may change at any time. The factors considered in making allocation decisions include macro-economic research, the actions of central banks and policy makers, and the opinions of leading hedge fund managers, analysts, and other market participants, and leading economists.

The alternative strategies that may be employed by the Fund's sub-advisers include:

Equity Hedged Strategies

Equity hedged strategies combine core long and short positions in stocks, stock indices, or derivatives related to the equity markets. Equity hedged sub-advisers attempt to generate long-term capital appreciation by developing and actively managing equity portfolios that include both long and short positions. In general, equity hedged sub-advisers buy securities that they expect to outperform or that they believe are undervalued, and sell short securities that they believe will underperform, or that they believe are overvalued. Equity hedged sub-advisers may also sell short securities, as well as derivative instruments in the form of index ETFs, futures, options, and other baskets of securities, in order to hedge broad market exposure or manage overall beta to equity markets. Within this framework, equity hedged sub-advisers may exhibit a range of styles, including longer-term buy-and-hold investing and/or shorter-term trading styles. These sub-advisers will generally be "long-biased" meaning they will hold a greater percentage of the portfolio in long positions rather than short positions.

Event Driven Strategies

Event driven strategies seek to earn excess return through the purchase and sale of securities based on anticipated outcomes of company-specific or transaction-specific situations, such as spin-offs, mergers and acquisitions, liquidations, reorganizations, bankruptcies, recapitalizations, and share buybacks. Event driven strategies include, among others, the following:

Merger Arbitrage : Merger arbitrage sub-advisers seek to profit by taking advantage of differences between the current market price of a security and its expected future value based on the anticipated outcome of a potential merger.

Distressed Securities : Distressed securities sub-advisers generally invest in securities of financially troubled companies (such as, companies involved in bankruptcies, exchange offers, workouts, financial reorganizations, and other special credit event related transactions).

Special Situations : Special situations sub-advisers seek to profit by capturing discrepancies in valuation between the current market price of a security and its expected future value based on the occurrence of a corporate restructuring, reorganization or a significant alteration in the company's strategy or product mix, among others.

Global Macro Strategies

Global macro strategies involve investing in equity, fixed-income, foreign exchange or commodity markets around the world based on underlying macroeconomic fundamentals. Monetary policy shifts, fiscal policy shifts, gross domestic product growth or inflation all may be considered in developing a market view. Global macro sub-advisers establish opportunistic long or short market positions to seek to benefit from anticipated market moves. Global macro sub-advisers tend to make significant use of derivatives and leverage. These strategies include, among others, the following:

Discretionary: Discretionary macro strategy involves constructing long and short market positions around fundamental macro-economic or technical views. The main distinction of this strategy is that it tends to be focused on one or two subsets of global capital markets. For example, a discretionary sub-adviser may focus on foreign exchange and bond trading in the Group of Ten (G-10) markets. Other sub-advisers in this category may focus on less efficient markets, such as emerging markets, where they believe that it is possible to maintain an information edge over the market.

Systematic: Systematic macro strategy involves the quantitative trading of listed financial or commodity futures and currencies in markets around the world. Systematic sub-advisers tend to utilize sophisticated technical models to analyze price and market data to identify trends or price reversals across a broad range of markets. Derivative instruments are generally used by systematic sub-advisers to leverage their portfolios.

Relative Value Strategies

Relative value strategies include a range of different investment styles. These strategies seek to generate profits by exploiting the difference in price between related instruments, rather than because of the direction of the market. Generally, relative value sub-advisers buy a position in one instrument and sell an equivalent amount of another instrument with the expectation that the prices of the two instruments are not only historically related but also that they have deviated from their historical trading patterns. Profits may be generated if this unusual price deviation diminishes, and the prices of the two related instruments return to their historical trading patterns. Relative value strategies, among others include the following:

Equity Market Neutral: Equity market neutral strategy seeks to generate profits through the successful selection of equity securities while reducing or eliminating the effects of market-wide or, in some cases, industry- or sector-wide price movements by simultaneously taking long and short positions in or with respect to "matched" equities in approximately equal volumes.

Convertible Arbitrage: Convertible arbitrage strategy generally involves the simultaneous purchase and short sale of convertible bond issues of the same issuer. Often, the arbitrage involves the purchase of a convertible bond issued by the issuer and the short sale of that issuer's common stock. Sub-advisers may also seek to hedge out any interest rate risk as needed.

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.

Principal Risk Factors

The Fund is primarily subject to the risks mentioned below.

 

Borrowing Risk

Convertible Securities Risk

Credit Risk

Derivatives Risk

Emerging Markets Risk

Event Driven Strategies Risk

Foreign Currency Contracts Risk

Foreign Investment Risk

Futures Contracts Risk

High Yield Securities Risk

Interest Rate Risk

Investment Style Risk

Loan Risk

Management Risk

Market Risk

Mortgage- and Asset-Backed Securities Risk

Multi-Manager Management Risk

Options Risk

Short Sales Risk

Smaller Company Securities Risk

Swaps 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 the 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.

Borrowing Risk
If a Fund borrows money to purchase securities or to cover a short position and the Fund's investments decrease in value or the securities the Fund has shorted increase in value, the Fund's losses will be greater than if the Fund did not borrow money for investment purposes. In addition, if the return on an investment purchased with borrowed funds, or shorted and covered with borrowed funds, is not sufficient to cover the cost of borrowing, then the net income of the Fund would be less than if borrowing were not used.

Convertible Securities Risk
A convertible security has characteristics of both equity and debt securities and, as a result, is 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 changes in the market price of the common stock of the issuing company. A convertible security is 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 issuer, holders of a convertible security 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.

Credit Risk
The issuer or guarantor of a debt security held by a Fund may be unable or perceived to be unable to pay interest or repay principal when they become due. In these instances, the value of an investment could decline and the Fund could lose money. Credit risk increases as an issuer's credit quality declines.

Derivatives Risk
The use of derivatives, such as futures, options and swap agreements, 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 derivatives' underlying assets, indexes or rates and the derivatives themselves, which may be magnified by certain features of the derivatives. These risks are heightened when derivatives are used to enhance a Fund's return or as a substitute for a position or security, rather than solely to hedge (or mitigate) the risk of a position or security held by the Fund. The success of the adviser's derivative strategies will be affected by its ability to assess and predict market or economic developments and their impact on the derivatives' underlying assets, indexes or rates and the derivatives themselves. Certain derivative instruments may become illiquid and, as a result, may be difficult to sell when the adviser believes it would be appropriate to do so. Certain derivatives create leverage, which can magnify the impact of a decline in the value of their underlying assets, indexes or rates and increase the volatility of the Fund's net asset value. Certain derivatives (e.g., over-the-counter swaps) are also subject to the risk that the counterparty to the derivative contract will be unwilling or unable to fulfill its contractual obligations. Changes in laws or regulations may make the use of derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.

Emerging Markets Risk
Emerging market securities typically present even greater exposure to the risks described under "Foreign Investment Risk" and may be particularly sensitive to global economic conditions. For example, emerging market countries are typically more dependent on exports and are therefore more vulnerable to recessions in other countries. Emerging markets tend to have less developed legal and financial systems and a smaller market capitalization than markets in developed countries. Some emerging markets are subject to greater political instability. Additionally, emerging markets may have more volatile currencies and be more sensitive than developed markets to a variety of economic factors, including inflation. Emerging market securities are also typically less liquid than securities of developed countries and could be difficult to sell, particularly during a market downturn.

Event Driven Strategies Risk
A Fund that invests in securities based on anticipated events, such as bankruptcies, mergers, reorganizations or other events, may incur losses if the events do not occur as anticipated (including on the terms originally proposed), when anticipated, or at all, or if they are perceived to be less likely to occur. For example, if the Fund invests in securities in anticipation of a merger and the deal is terminated prior to closing, the Fund is likely to suffer losses.

Foreign Currency Contracts Risk
A Fund that enters into foreign currency contracts, which are a type of derivative, is subject to the risk that the adviser may be incorrect in its judgment of future exchange rate changes. The Fund's gains from positions in foreign currency contracts may accelerate and/or lead to recharacterization of the Fund's income or gains and its distributions to shareholders. The Fund's losses from such positions may also lead to recharacterization of the Fund's income and its distributions to shareholders and may cause a return of capital to Fund shareholders.

Foreign Investment Risk
Foreign investments may be subject to lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign companies 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. Foreign investments involve exposure to changes in foreign currency exchange rates. Such changes may reduce the U.S. dollar value of the investments. Foreign investments may be subject to additional risks such as potentially higher withholding and other taxes, and may also be subject to greater trade settlement, custodial, and other operational risks than domestic investments. Certain foreign markets may also be characterized by less stringent investor protection and disclosure standards.

Futures Contracts Risk
A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.

High Yield Securities Risk
High yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") 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 with similar maturities. Additionally, these securities tend to be less liquid and more difficult to value than higher-rated securities.

Interest Rate Risk
When interest rates rise, the value of debt securities tends to fall. The longer the terms of the debt securities held by a Fund, the more the Fund is subject to this risk. If interest rates decline, interest that the Fund is able to earn on its investments in debt securities may also decline, which could cause the Fund to reduce the dividends it pays to shareholders, but the value of those securities may increase. Some debt securities give the issuers the option to call, redeem or prepay the securities before their maturity dates. If an issuer calls, redeems or prepays a debt security during a time of declining interest rates, the Fund might have to reinvest the proceeds in a security offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. Changes in market conditions and government policies may lead to periods of heightened volatility in the debt securities market, reduced liquidity for certain Fund investments and an increase in Fund redemptions. Interest rate changes and their impact on the Fund and its share price can be sudden and unpredictable.

Investment Style Risk
Securities of a particular investment style, such as a growth style or value style, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, a Fund's performance may at times be worse than the performance of other mutual funds that invest more broadly or in securities of a different investment style.

Loan Risk
Loans may be unrated, less liquid and more difficult to value than traditional debt securities. Loans may be made to finance highly leveraged corporate operations or acquisitions. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in financial, economic or market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell such loans in secondary markets. As a result, a Fund may be unable to sell loans at a desired time or price. If the Fund acquires only an assignment or a participation in a loan made by a third party, the Fund may not be able to control amendments, waivers or the exercise of any remedies that a lender would have under a direct loan and may assume liability as a lender.

Management Risk
Investment decisions made by a Fund's adviser or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, 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 values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Security markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments.

Mortgage- and Asset-Backed Securities Risk
Mortgage- and asset-backed securities are subject to risk of default on the underlying mortgages or assets, particularly during periods of economic downturn. Defaults on the underlying mortgages or assets may cause such securities to decline in value and become less liquid. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates than instruments with fixed payment schedules. As a result, in a period of rising interest rates, these securities may exhibit additional volatility. When interest rates decline or are low, borrowers may pay off their mortgage or other debts sooner than expected, which can reduce the returns of a Fund.

Multi-Manager Management Risk
A Fund with multiple sub-advisers is subject to the risk that the investment decisions made by a sub-adviser may conflict with those of another sub-adviser. For example, at any particular time a sub-adviser may purchase a security being sold by another sub-adviser, resulting in transaction costs with potentially no change to the Fund's overall portfolio.

Options Risk
A Fund that purchases options, which are a type of derivative, is subject to the risk that gains, if any, realized on the position, will be less than the amount paid as premiums to the writer of the option. A Fund that writes options receives a premium that may be small relative to the loss realized in the event of adverse changes in the value of the underlying instruments. A Fund that writes covered call options gives up the opportunity to profit from any price increase in the underlying security above the option exercise price while the option is in effect. Options may be more volatile than the underlying instruments. In addition, there may at times be an imperfect correlation between the movement in values of options and their underlying securities and there may at times not be a liquid secondary market for certain options.

Short Sales Risk
Short selling is generally considered speculative, has the potential for unlimited loss and may involve leverage, which can magnify a Fund's exposure to assets that decline in value and increase the volatility of the Fund's net asset value. If the price of a security which the Fund has sold short increases between the time of the short sale and when the position is closed out, the Fund will incur a loss equal to the increase in price from the time of the short sale plus any related interest payments, dividends, transaction or other costs. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price. Purchasing a security to cover a short position can itself cause the price of the security to rise, potentially exacerbating a loss or reducing a gain. In addition, the Fund is subject to the risk that the lender of a security will terminate the loan at a time when the Fund is unable to borrow the same instrument from another lender. A Fund that uses short sales is subject to the risk that its prime broker will be unwilling or unable to perform its contractual obligations. Regulatory restrictions limit the extent to which the Fund may engage in short sales.

Smaller Company Securities Risk
Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than those of larger companies. Smaller companies may have no or relatively short operating histories, limited financial resources or may be newly public companies. Some of these companies have aggressive capital structures, including high debt levels, or are involved in rapidly growing or changing industries and/or new technologies.

Swaps Risk
Depending on their structure, swap agreements and options to enter into swap agreements ("swaptions"), both of which are types of derivatives, may increase or decrease a Fund's exposure to long- or short-term interest rates, foreign currency values, mortgage-backed securities, corporate borrowing rates, or credit events or other reference points such as security prices or inflation rates.

U.S. Government Obligations Risk
U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government. If a government-sponsored entity 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.

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 Fund's Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for the Fund. The substance of the information contained in such commentaries will also be posted to the Fund's 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 Fund. 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 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 Fund. To assist Funds Management in performing these responsibilities, Funds Management has contracted with one or more sub-advisers to provide day-to-day portfolio management services to the Fund. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of the Fund's sub-adviser(s) and supervise and monitor the activities of the sub-adviser(s) on an ongoing basis. Funds Management retains overall responsibility for the management of the Fund.

Funds Management's investment professionals review and analyze the Fund's performance, including relative to peer funds, and monitor the 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 Fund. 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 advisory services, Funds Management is entitled to receive the fees disclosed in the row captioned "Management Fees" in the Fund's table of Annual Fund Operating Expenses. Funds Management compensates the sub-adviser(s) from the fees Funds Management receives for its services as adviser to the Fund.

Since the Fund has not commenced operations as of the date of this prospectus, the Fund has not yet paid an advisory fee to Funds Management.

As compensation for its advisory services, Funds Management is entitled to receive a monthly fee at the annual rates indicated below of the Fund's average daily net assets:

Fund

Fee

Alternative Strategies Fund

First $500M

1.80%

Next $500M

1.75%

Next $1B

1.70%

Next $2B

1.68%

Over $4B

1.65%

The Sub-Advisers and Portfolio Managers

Subject to the direction of the Board and overall supervision and control of Funds Management and the Trust, The Rock Creek Group, LP ("Rock Creek") makes recommendations regarding the selection of sub-advisers and allocates and reallocates the Fund's assets across investment strategies and sub-advisers. Subject to the direction of the Board and the overall supervision and control of Funds Management, Rock Creek and the Trust, the following sub-advisers (including Rock Creek) and portfolio managers provide day-to-day portfolio management services to the Fund. These services include making purchases and sales of securities and other investment assets for the Fund, 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 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.

Rock Creek , a registered investment adviser located at 1133 Connecticut Ave., N.W., Suite 810, Washington, DC 20036, serves as a sub-adviser and provides portfolio management services to the Fund. In addition to the Fund, Rock Creek, an affiliate of Funds Management and an indirect majority owned subsidiary of Wells Fargo & Company, provides investment advice to foundations, endowments, state and public pension plans, sovereign wealth funds and other institutional investors.

Sudhir Krishnamurthi
Alternative Strategies Fund

Dr. Krishnamurthi is Senior Managing Director of Rock Creek. He joined Rock Creek in 2002 and is a member of the Investment Committee and Co-Chair of the Risk Committee.

Kenneth LaPlace
Alternative Strategies Fund

Mr. LaPlace is a Managing Director of Rock Creek. He joined Rock Creek in 2003 and is a senior member of the Investment and Portfolio Management team.

Ronald van der Wouden
Alternative Strategies Fund

Mr. van der Wouden is a Managing Director of Rock Creek. He joined Rock Creek in 2005 and is a member of the Investment Committee and Co-Chair of the Risk Committee.

Chilton Investment Company, LLC ("Chilton Investment Company"), a registered investment adviser located at 1290 East Main Street, Stamford, CT, 06902, serves as a sub-adviser and provides portfolio management services to the Fund. Chilton Investment Company manages registered funds, private investment funds, and private accounts for foundations, endowments, high net worth individuals or families, pension plans or institutional investors. The firm's investment philosophy is to seek to produce superior investment returns by aggessiverly pursuing capital appreciation in rising markets and aiming to preserve capital in declining markets.

 

Richard L. Chilton, Jr.
Alternative Strategies Fund

Mr. Chilton founded Chilton Investment Company, Inc. in 1992 and its subsidairy, Chilton Investment Company, in 2005, where he currently serves as Chairman, Chief Executive Officer and Chief Investment Officer.

Mellon Capital Management Corporation ("Mellon Capital"), a registered investment adviser located at 50 Fremont Street, Suite 3900, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to the Fund. Mellon Capital has been providing investment advisory services since 1983 and provides investment advisory services primarily to institutional clients principally through separate accounts and a variety of commingled funds. Mellon Capital is a wholly owned indirect subsidiary of BNY Mellon, a publicly traded company, and is affiliated with a number of other investment organizations through BNY Mellon. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation.

 

Vassilis Dagioglu
Alternative Strategies Fund

Mr. Dagioglu joined Mellon Capital in 2000, where he currently serves as a Managing Director and Head of Asset Allocation Portfolio Management. He is a member of the Risk Management, Investment Management, Fiduciary, and Senior Management committees.

Passport Capital, LLC ("Passport Capital"), a registered investment adviser located at One Market Street, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to the Fund. Passport has been managing client assets since August 2000 and primarily manages privately offered pooled investment vehicles, managed accounts and non-discretionary accounts. Passport Capital seeks to achieve superior risk-adjusted returns through a combination of macroeconomic analysis, fundamental research and quantitative tools.

 

John Burbank
Alternative Strategies Fund

Mr. Burbank founded Passport Capital in 2000 where he currently serves as Chief Investment Officer and Portfolio Manager.

Tim Garry
Alternative Strategies Fund

Mr. Garry joined Passport Capital in 2008 where he currently serves as Chairman of the Risk Committee and Portfolio Manager.

Pine River Capital Management L.P. ("Pine River"), a registered investment adviser located at 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305, serves as a sub-adviser and provides portfolio management services to the Fund. Pine River, an affiliate of Pine River Domestic Management L.P. and certain other subadvisory affiliates including Pine River Capital Partners (UK) LLP, and Pine River Capital Management (HK) Limited, is a global asset management firm focusing on relative value strategies across a full range of financial markets and providing investment solutions to institutional clients across three actively managed platforms: hedge funds, separate accounts and listed investment vehicles.

 

Brad Berning
Alternative Strategies Fund

Mr. Berning joined Pine River in 2011, where he currently serves as a Portfolio Manager. Prior to joining Pine River, Brad served as an Analyst, an Assistant Portfolio Manager and a Co-Founding Partner at FrontPoint Financial Services from 2004 to 2010.

River Canyon Fund Management LLC ("River Canyon"), a registered investment adviser located at 2000 Avenue of the Stars, Los Angeles, CA 90067, serves as a sub-adviser and provides portfolio management services to the Fund. River Canyon, a wholly-owned subsidiary of Canyon Capital Advisors LLC, was formed in 2013 for the purpose of advising registered investment companies.

 

Soon Pho
Alternative Strategies Fund

Mr. Pho joined River Canyon or an affiliate in 2001, where he currently serves as a Partner and Senior Portfolio Manager.

Sirios Capital Management, L.P. ("Sirios"), a registered investment adviser located at One International Place, Boston, MA 02110, serves as a sub-adviser and provides portfolio management services to the Fund. Sirios provides investment management services to clients including collective investment vehicles, accounts held by single investors and registered funds. Sirios is a fundamentally-driven investment firm that concentrates its investments in the consumer, energy/industrials, financials, healthcare and technology/telecommunications sectors.

 

John F. Brennan, Jr.
Alternative Strategies Fund

Mr. Brennan co-founded Sirios in 1999, where he currently serves as its Managing Director.

Wellington Management Company, LLP ("Wellington Management"), a registered investment adviser located at 280 Congress Street, Boston, MA 02210, serves as a sub-adviser and provides portfolio management services to the Fund. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years.

 

Kent M. Stahl, CFA
Alternative Strategies Fund

Mr. Stahl joined Wellington Management in 1998, where he currently serves as Senior Vice President and Director of Investments and Risk Management.

Gregg R. Thomas, CFA
Alternative Strategies Fund

Mr. Thomas joined Wellington Management in 2002, where he currently serves as Senior Vice President and Director of Risk Management.

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 or amend 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 select 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 the removal 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.

A Choice of Share Classes


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 C

Initial Sales Charge

5.75%

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).

1% if shares are sold within one year after purchase.

Ongoing distribution (12b-1) fees

None.

0.75%

Purchase maximum

None. Volume reductions given upon providing adequate proof of eligibility.

$1,000,000

Annual Expenses

Lower ongoing expenses than Class C.

Higher ongoing expenses than Class A because of higher 12b-1 fees.

Information regarding the Fund's 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 %
of Public Offering Price

Front-end Sales Charge As %
of Net Amount Invested

Dealer Reallowance As %
of Public Offering Price

Less than $50,000

5.75%

6.10%

5.00%

$50,000 - $99,999

4.75%

4.99%

4.00%

$100,000 - $249,999

3.75%

3.90%

3.00%

$250,000 - $499,999

2.75%

2.83%

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 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).

Reductions and Waivers of Sales Charges


Generally, we offer more sales charge reductions or waivers for Class A shares than for 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 Class A 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 and 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 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!
If you plan to invest, for example, $100,000 in a Wells Fargo Advantage Fund in installments over the next year, by signing a letter of intent you would pay only 3.75% sales load on the entire purchase. Otherwise, you would pay 5.75% on the first $49,999, then 4.75% on the next $50,000!

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) the 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
The Fund has adopted a Distribution Plan (12b-1 Plan) pursuant to Rule 12b-1 under the 1940 Act for the 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. The fees paid under this 12b-1 Plan are as follows:

Fund

Class C

Alternative Strategies Fund

0.75%

This fee is paid out of the Class's assets on an ongoing basis. Over time, this fee will increase the cost of your investment and may cost you more than other types of sales charges.

Shareholder Servicing Plan
The Fund has a shareholder servicing plan. Under this plan, various shareholder servicing agents have been authorized 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 the 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 Fund's adviser and distributor expect the Fund 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 may 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 the 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 Fund's 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.

Pricing Fund 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.

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.)

How to Buy Shares


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.

Minimum Investments

Initial Purchase

Subsequent Purchases

Regular accounts
IRAs, IRA rollovers, Roth IRAs
UGMA/UTMA accounts
Employer Sponsored
Retirement Plans

$1,000
$250
$50
No minimum

$100
$100
$50
No minimum

Buying Shares

Opening an Account

Adding to an Account

Online

A new account may not be opened online unless you have another Wells Fargo Advantage Fund account with your bank information on file. If you do not currently have an account, refer to the section on buying shares by mail or wire.

To buy additional shares or buy shares of a new Fund, visit
wellsfargoadvantagefunds.com.

Subsequent online purchases have a minimum of $100 and a maximum of $100,000. You may be eligible for an exception to this maximum. Please call Investor Services at 1-800-222-8222 for more information.

By Mail

Complete and sign your account application.

Mail the application with your check made payable to the Fund to Investor Services at:

Regular Mail
Wells Fargo Advantage Funds
P.O. Box 8266
Boston, MA 02266-8266

Overnight Only
Wells Fargo Advantage Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Enclose a voided check (for checking accounts) or a deposit slip (savings accounts). Alternatively, include a note with your name, the Fund name, and your account number.

Mail the deposit slip or note with your check made payable to the Fund to the address on the left.

By Telephone

A new account may not be opened by telephone unless you have another Wells Fargo Advantage Fund account with your bank information on file. If you do not currently have an account, refer to the section on buying shares by mail or wire.

To buy additional shares or to buy shares of a new Fund call:

Investor Services at
1-800-222-8222 or

1-800-368-7550 for the
automated phone system.

 

By Wire

Complete, sign and mail your account application (refer to the section on buying shares by mail)

Provide the following instructions to your financial institution:

Receiving bank : State Street Bank & Trust Company, Boston, MA
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 your bank or financial institution to use the same wire instructions shown to the left.

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. 

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 Fund is 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


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.

Selling Shares

To Sell Some or All of Your Shares

Online

Visit our Web site at wellsfargoadvantagefunds.com. Redemptions requested online are limited to a maximum of $100,000. You may be eligible for an exception to this maximum. Please call Investor Services at 1-800-222-8222 for more information.

By Mail

Send a Letter of Instruction providing your name, account number, the Fund from which you wish to redeem and the dollar amount you wish to receive (or write "Full Redemption" to redeem your remaining account balance) to the address below.

Make sure all account owners sign the request exactly as their names appear on the account application.

A Medallion guarantee may be required under certain circumstances (see "General Notes for Selling Shares").

Regular Mail
Wells Fargo Advantage Funds
P.O. Box 8266
Boston, MA 02266-8266
Overnight Only
Wells Fargo Advantage Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

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.

Wire requests are sent to your bank account next business day if your request to redeem is received before the NYSE close.

By Telephone/
Electronic Funds Transfer (EFT)

Call an Investor Services representative at 1-800-222-8222 or use the automated phone system 1-800-368-7550.

Telephone privileges are automatically made available to you unless you specifically decline them on your account application or subsequently in writing.

Redemption requests may not be made by phone if the address on your account was changed in the last 15 days. In this event, you must request your redemption by mail (refer to the section on selling shares by mail).

A check will be mailed to the address on record (if there have been no changes communicated to us within the last 15 days) or transferred to a linked bank account.

Transfers made to a Wells Fargo Bank account are made available sooner than transfers to an unaffiliated institution.

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.

Redemptions to any other linked bank account may post in two business days. Please check with your financial institution for timing of posting and availability of funds.

Note: Telephone transactions such as redemption requests made over the phone generally require only one of the account owners to call unless you have instructed us otherwise.

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.

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. 

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 Fund generally makes distributions of any net investment income and any realized net capital gains at least annually. Please note, distributions have the effect of reducing the NAV per share by the amount distributed.

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.

Financial Highlights


Since the Fund has not commenced operations as of the date of this prospectus, financial highlights are not available for the Fund.

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 044ALR/P701 4-14
ICA Reg. No. 811-09253

Wells Fargo Advantage Funds

 | 

April 1, 2014

Alternative Funds

Prospectus

Administrator Class

Alternative Strategies Fund

WADTX


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

Fund Summary

Alternative Strategies Fund Summary

2

The Fund

Key Fund Information

7

Alternative Strategies Fund

8

Description of Principal Investment Risks

11

Portfolio Holdings Information

14

Organization and Management of the Fund

Organization and Management of the Fund

15

About Wells Fargo Funds Trust

15

The Adviser

15

The Sub-Advisers and Portfolio Managers

16

Multi-Manager Arrangement

17

Your Account

Compensation to Dealers and Shareholder Servicing Agents

18

Pricing Fund Shares

19

How to Buy Shares

20

How to Sell Shares

22

How to Exchange Shares

23

Account Policies

25

Other Information

Distributions

27

Taxes

27

Financial Highlights

28

Alternative Strategies Fund Summary

Investment Objective

The Fund seeks long-term 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

1.80%

Distribution (12b-1) Fees

0.00%

Other Expenses 1

1.55%

Acquired Fund Fees and Expenses

0.09%

Total Annual Fund Operating Expenses 2

3.44%

Fee Waivers

0.37%

Total Annual Fund Operating Expenses After Fee Waiver 2, 3

3.07%

1. Expenses are based on estimated amounts for the current fiscal year.
2. Total Annual Fund Operating Expenses listed above include 0.68% of dividend and interest expense on short positions and 0.04% of interest expense on borrowings.
3. The Adviser has committed through November 30, 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 2.35% for Administrator Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses, expenses from dividend and interest on short positions, and extraordinary expenses are excluded from the cap. Acquired fund fees and expenses incurred by investments made by The Rock Creek Group, LP, a sub-adviser of the Fund, will be included in 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

$310

3 Years

$1,022

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. Since the Fund has not commenced operations as of the date of this prospectus, no history of the portfolio turnover rate is available.

Principal Investment Strategies

In pursuing its investment objective, the Fund seeks to achieve relatively low sensitivity and low volatility relative to major equity markets, primarily by allocating assets across a number of alternative investment strategies, each of which may invest in a broad array of security types. These alternative investment strategies include equity hedged, event driven, global macro and relative value strategies. The Fund may use all or some of these strategies to varying degrees, depending on market conditions, and may add additional strategies in the future. The Fund employs one or more sub-advisers to execute each of the Fund's strategies.

In implementing the alternative investment strategies listed above, the Fund may take long and/or short positions in a broad range of investments including, but not limited to, equity securities of any market capitalization and debt securities of any quality or maturity (including loans) of U.S. and foreign issuers (including emerging markets issuers), convertible securities, and shares of other investment companies. The Fund may also take long and/or short positions in currency and other derivatives such as futures, options, swaps, and forwards, for both hedging and speculative purposes. The Fund may borrow money to purchase additional securities or to maintain cash to offset short positions. Certain of these securities and the use of these investment techniques create leverage. As a result, the sum of the Fund's investment exposures at times may significantly exceed the amount of the Fund's net assets. These exposures may vary over time.

The Fund uses a unique top-down approach to formulate an outlook on different asset classes, strategies and regions over a variety of time horizons. This outlook is the primary driver behind the strategy, asset, and sub-adviser allocation decisions, and may change at any time. The factors considered in making allocation decisions include macro-economic research, the actions of central banks and policy makers, and the opinions of leading hedge fund managers, analysts, and other market participants, and leading economists.

The alternative strategies that may be employed by the Fund's sub-advisers include:

Equity Hedged Strategies: Which take long and short positions in equities (and related instruments) believed to be under- and overvalued, respectively. Short positions may also be used solely to hedge broad market exposure.

Event Driven Strategies: Which seek to capitalize on the movements in security prices of companies currently or prospectively involved in a wide variety of corporate transactions.

Global Macro Strategies: Which analyze economic variables in an attempt to forecast future movements in equity, fixed income, currency, and commodity markets.

Relative Value Strategies: Which seek to identify and capitalize on valuation discrepancies between related financial instruments rather than on the direction of the general market.

Principal Investment Risks

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.

Borrowing Risk. If a Fund borrows money to purchase securities or to cover a short position and the Fund's investments decrease in value or the securities the Fund has shorted increase in value, the Fund's losses will be greater than if the Fund did not borrow money for investment purposes. In addition, if the return on an investment purchased with borrowed funds, or shorted and covered with borrowed funds, is not sufficient to cover the cost of borrowing, then the net income of the Fund would be less than if borrowing were not used.

Convertible Securities Risk. A convertible security has characteristics of both equity and debt securities and, as a result, is 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 changes in the market price of the common stock of the issuing company.

Credit Risk. The issuer or guarantor of a debt security may be unable or perceived to be unable to pay interest or repay principal when they become due, which could cause the value of an investment to decline and a Fund to lose money.

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 mitigate risk. Certain derivative instruments may be difficult to sell when the adviser believes it would be appropriate to do so, or the other party to a derivative contract may be unwilling or unable to fulfill its contractual obligations.

Emerging Markets Risk. Emerging market securities typically present even greater exposure to the risks described under "Foreign Investment Risk" and may be particularly sensitive to global economic conditions. Emerging market securities are also typically less liquid than securities of developed countries and could be difficult to sell, particularly during a market downturn.

Event Driven Strategies Risk. A Fund that invests in securities based on anticipated events, such as bankruptcies, mergers, reorganizations or other events, may incur losses if the events do not occur as anticipated (including on the terms originally proposed), when anticipated, or at all, or if they are perceived to be less likely to occur.

Foreign Currency Contracts Risk . A Fund that enters into foreign currency contracts, which are a type of derivative, is subject to the risk that the adviser may be incorrect in its judgment of future exchange rate changes.

Foreign Investment Risk. Foreign investments may be subject to lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign investments involve exposure to changes in foreign currency exchange rates and may be subject to higher withholding and other taxes.

Futures Contracts Risk.  A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.

High Yield Securities Risk . High yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") have a much greater risk of default or of not returning principal and their values tend to be more volatile than higher-rated securities with similar maturities.

Interest Rate Risk. When interest rates rise, the value of debt securities tends to fall. When interest rates decline, interest that a Fund is able to earn on its investments in debt securities may also decline, but the value of those securities may increase.

Investment Style Risk. Securities of a particular investment style, such as a growth style or value style, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions.

Loan Risk. Loans may be unrated, less liquid and more difficult to value than traditional debt securities. Loans 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, and potential co-lender liability.

Management Risk. Investment decisions made by a Fund's adviser or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, 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 values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Security markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments.

Mortgage- and Asset-Backed Securities Risk. Mortgage- and asset-backed securities may decline in value and become less liquid when defaults on the underlying mortgages or assets occur and may exhibit additional volatility in periods of rising interest rates. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates than instruments with fixed payment schedules. When interest rates decline or are low, the prepayment of mortgages or assets underlying such securities can reduce a Fund's returns.

Multi-Manager Management Risk. A Fund with multiple sub-advisers is subject to the risk that the investment decisions made by a sub-adviser may conflict with those of another sub-adviser.

Options Risk. A Fund that purchases options, which are a type of derivative, is subject to the risk of a loss of premiums without offsetting gains. A Fund that writes options receives a premium that may be small relative to the loss realized in the event of adverse changes in the value of the underlying instruments.

Short Sales Risk. Short selling is generally considered speculative, has the potential for unlimited loss and may involve leverage, which can magnify a Fund's exposure to assets that decline in value and increase the volatility of the Fund's net asset value.

Smaller Company Securities Risk. Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than those of larger companies.

Swaps Risk . Depending on their structure, swap agreements and options to enter into swap agreements ("swaptions"), both of which are types of derivatives, may increase or decrease a Fund's exposure to long- or short-term interest rates, foreign currency values, mortgage-backed securities, corporate borrowing rates, or credit events or other reference points such as security prices or inflation rates.

U.S. Government Obligations Risk. U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.

Performance

Since the Fund does not have annual returns for at least one calendar year, no performance information is shown.

Fund Management

 

Adviser

Sub-Advisers

Portfolio Manager, Title/Managed Since

Wells Fargo Funds Management, LLC

The Rock Creek Group, LP
(Allocates assets across strategies and Sub-Advisers)

Sudhir Krishnamurthi , Portfolio Manager / 2014
Ronald van der Wouden , Portfolio Manager / 2014
Ken LaPlace , Portfolio Manager / 2014

Chilton Investment Company, LLC
(Employs an Equity Hedged Strategy)

Richard L. Chilton, Jr. , Portfolio Manager / 2014

Mellon Capital Management Corporation
(Employs a Global Macro Strategy)

Vassilis Dagioglu, Portfolio Manager / 2014

Passport Capital, LLC
(Employs an Equity Hedged Strategy)

John Burbank, Portfolio Manager /2014
Tim Garry, Portfolio Manager / 2014

Pine River Capital Management L.P.
(Employs a Relative Value Strategy)

Brad Berning , Portfolio Manager / 2014

River Canyon Fund Management LLC
(Employs an Event Driven Strategy)

Soon Pho , Portfolio Manager / 2014

Sirios Capital Management, L.P.
(Employs an Equity Hedged Strategy)

John F. Brennan, Jr. , Portfolio Manager / 2014

Wellington Management Company, LLP
(Employs an Equity Hedged Strategy)

Kent M. Stahl, CFA , Portfolio Manager / 2014
Gregg R. Thomas, CFA , Portfolio Manager / 2014

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.

 

Minimum Investments

To Buy or Sell Shares

Minimum Initial Investment
Administrator Class: $1 million (this amount may be reduced or eliminated for certain eligible investors)

Minimum Additional Investment
Administrator Class: None

Mail: Wells Fargo Advantage Funds
P.O. Box 8266
Boston, MA 02266-8266
Internet : wellsfargoadvantagefunds.com
Phone or Wire: 1-800-222-8222   Contact your investment representative.

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 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 investment policies and practices.


Principal Risk Factors

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.

Alternative Strategies Fund 

Adviser

Wells Fargo Funds Management, LLC

Sub-Advisers

The Rock Creek Group, LP
Chilton Investment Company, LLC
Mellon Capital Management Corporation
Passport Capital LLC
Pine River Capital Management L.P.
River Canyon Fund Management LLC
Sirios Capital Management, L.P.
Wellington Management Company, LLP

Portfolio Managers

Sudhir Krisnamurthi
Ronald van der Wouden
Kenneth LaPlace
Richard L. Chilton, Jr.
Vassilis Dagioglu
John Burbank
Tim Garry
Brad Berning
Soon Pho
John F. Brennan, Jr.
Kent M. Stahl, CFA
Gregg R. Thomas, CFA

Administrator Class

Ticker: WADTX

Fund Number: 3775

Investment Objective

The Fund seeks long-term capital appreciation.

The Fund's Board of Trustees can change this investment objective without a shareholder vote.

Principal Investment Strategies

In pursuing its investment objective, the Fund seeks to achieve relatively low sensitivity and low volatility relative to major equity markets, primarily by allocating assets across a number of alternative investment strategies, each of which may invest in a broad array of security types. These alternative investment strategies include equity hedged, event driven, global macro and relative value strategies. The Fund may use all or some of these strategies to varying degrees, depending on market conditions, and may add additional strategies in the future. The Fund employs one or more sub-advisers to execute each of the Fund's strategies.

In implementing the alternative investment strategies listed above, the Fund may take long and/or short positions in a broad range of investments including, but not limited to, equity securities of any market capitalization and debt securities of any quality or maturity (including loans) of U.S. and foreign issuers (including emerging markets issuers), convertible securities, and shares of other investment companies. The Fund may also take long and/or short positions in currency and other derivatives such as futures, options, swaps, and forwards, for both hedging and speculative purposes. The Fund may borrow money to purchase additional securities or to maintain cash to offset short positions. Certain of these securities and the use of these investment techniques create leverage. As a result, the sum of the Fund's investment exposures at times may significantly exceed the amount of the Fund's net assets. These exposures may vary over time.

The Fund uses a unique top-down approach to formulate an outlook on different asset classes, strategies and regions over a variety of time horizons. This outlook is the primary driver behind the strategy, asset, and sub-adviser allocation decisions, and may change at any time. The factors considered in making allocation decisions include macro-economic research, the actions of central banks and policy makers, and the opinions of leading hedge fund managers, analysts, and other market participants, and leading economists.

The alternative strategies that may be employed by the Fund's sub-advisers include:

Equity Hedged Strategies

Equity hedged strategies combine core long and short positions in stocks, stock indices, or derivatives related to the equity markets. Equity hedged sub-advisers attempt to generate long-term capital appreciation by developing and actively managing equity portfolios that include both long and short positions. In general, equity hedged sub-advisers buy securities that they expect to outperform or that they believe are undervalued, and sell short securities that they believe will underperform, or that they believe are overvalued. Equity hedged sub-advisers may also sell short securities, as well as derivative instruments in the form of index ETFs, futures, options, and other baskets of securities, in order to hedge broad market exposure or manage overall beta to equity markets. Within this framework, equity hedged sub-advisers may exhibit a range of styles, including longer-term buy-and-hold investing and/or shorter-term trading styles. These sub-advisers will generally be "long-biased" meaning they will hold a greater percentage of the portfolio in long positions rather than short positions.

Event Driven Strategies

Event driven strategies seek to earn excess return through the purchase and sale of securities based on anticipated outcomes of company-specific or transaction-specific situations, such as spin-offs, mergers and acquisitions, liquidations, reorganizations, bankruptcies, recapitalizations, and share buybacks. Event driven strategies include, among others, the following:

Merger Arbitrage : Merger arbitrage sub-advisers seek to profit by taking advantage of differences between the current market price of a security and its expected future value based on the anticipated outcome of a potential merger.

Distressed Securities : Distressed securities sub-advisers generally invest in securities of financially troubled companies (such as, companies involved in bankruptcies, exchange offers, workouts, financial reorganizations, and other special credit event related transactions).

Special Situations : Special situations sub-advisers seek to profit by capturing discrepancies in valuation between the current market price of a security and its expected future value based on the occurrence of a corporate restructuring, reorganization or a significant alteration in the company's strategy or product mix, among others.

Global Macro Strategies

Global macro strategies involve investing in equity, fixed-income, foreign exchange or commodity markets around the world based on underlying macroeconomic fundamentals. Monetary policy shifts, fiscal policy shifts, gross domestic product growth or inflation all may be considered in developing a market view. Global macro sub-advisers establish opportunistic long or short market positions to seek to benefit from anticipated market moves. Global macro sub-advisers tend to make significant use of derivatives and leverage. These strategies include, among others, the following:

Discretionary: Discretionary macro strategy involves constructing long and short market positions around fundamental macro-economic or technical views. The main distinction of this strategy is that it tends to be focused on one or two subsets of global capital markets. For example, a discretionary sub-adviser may focus on foreign exchange and bond trading in the Group of Ten (G-10) markets. Other sub-advisers in this category may focus on less efficient markets, such as emerging markets, where they believe that it is possible to maintain an information edge over the market.

Systematic: Systematic macro strategy involves the quantitative trading of listed financial or commodity futures and currencies in markets around the world. Systematic sub-advisers tend to utilize sophisticated technical models to analyze price and market data to identify trends or price reversals across a broad range of markets. Derivative instruments are generally used by systematic sub-advisers to leverage their portfolios.

Relative Value Strategies

Relative value strategies include a range of different investment styles. These strategies seek to generate profits by exploiting the difference in price between related instruments, rather than because of the direction of the market. Generally, relative value sub-advisers buy a position in one instrument and sell an equivalent amount of another instrument with the expectation that the prices of the two instruments are not only historically related but also that they have deviated from their historical trading patterns. Profits may be generated if this unusual price deviation diminishes, and the prices of the two related instruments return to their historical trading patterns. Relative value strategies, among others include the following:

Equity Market Neutral: Equity market neutral strategy seeks to generate profits through the successful selection of equity securities while reducing or eliminating the effects of market-wide or, in some cases, industry- or sector-wide price movements by simultaneously taking long and short positions in or with respect to "matched" equities in approximately equal volumes.

Convertible Arbitrage: Convertible arbitrage strategy generally involves the simultaneous purchase and short sale of convertible bond issues of the same issuer. Often, the arbitrage involves the purchase of a convertible bond issued by the issuer and the short sale of that issuer's common stock. Sub-advisers may also seek to hedge out any interest rate risk as needed.

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.

Principal Risk Factors

The Fund is primarily subject to the risks mentioned below.

 

Borrowing Risk

Convertible Securities Risk

Credit Risk

Derivatives Risk

Emerging Markets Risk

Event Driven Strategies Risk

Foreign Currency Contracts Risk

Foreign Investment Risk

Futures Contracts Risk

High Yield Securities Risk

Interest Rate Risk

Investment Style Risk

Loan Risk

Management Risk

Market Risk

Mortgage- and Asset-Backed Securities Risk

Multi-Manager Management Risk

Options Risk

Short Sales Risk

Smaller Company Securities Risk

Swaps 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 the 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.

Borrowing Risk
If a Fund borrows money to purchase securities or to cover a short position and the Fund's investments decrease in value or the securities the Fund has shorted increase in value, the Fund's losses will be greater than if the Fund did not borrow money for investment purposes. In addition, if the return on an investment purchased with borrowed funds, or shorted and covered with borrowed funds, is not sufficient to cover the cost of borrowing, then the net income of the Fund would be less than if borrowing were not used.

Convertible Securities Risk
A convertible security has characteristics of both equity and debt securities and, as a result, is 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 changes in the market price of the common stock of the issuing company. A convertible security is 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 issuer, holders of a convertible security 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.

Credit Risk
The issuer or guarantor of a debt security held by a Fund may be unable or perceived to be unable to pay interest or repay principal when they become due. In these instances, the value of an investment could decline and the Fund could lose money. Credit risk increases as an issuer's credit quality declines.

Derivatives Risk
The use of derivatives, such as futures, options and swap agreements, 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 derivatives' underlying assets, indexes or rates and the derivatives themselves, which may be magnified by certain features of the derivatives. These risks are heightened when derivatives are used to enhance a Fund's return or as a substitute for a position or security, rather than solely to hedge (or mitigate) the risk of a position or security held by the Fund. The success of the adviser's derivative strategies will be affected by its ability to assess and predict market or economic developments and their impact on the derivatives' underlying assets, indexes or rates and the derivatives themselves. Certain derivative instruments may become illiquid and, as a result, may be difficult to sell when the adviser believes it would be appropriate to do so. Certain derivatives create leverage, which can magnify the impact of a decline in the value of their underlying assets, indexes or rates and increase the volatility of the Fund's net asset value. Certain derivatives (e.g., over-the-counter swaps) are also subject to the risk that the counterparty to the derivative contract will be unwilling or unable to fulfill its contractual obligations. Changes in laws or regulations may make the use of derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.

Emerging Markets Risk
Emerging market securities typically present even greater exposure to the risks described under "Foreign Investment Risk" and may be particularly sensitive to global economic conditions. For example, emerging market countries are typically more dependent on exports and are therefore more vulnerable to recessions in other countries. Emerging markets tend to have less developed legal and financial systems and a smaller market capitalization than markets in developed countries. Some emerging markets are subject to greater political instability. Additionally, emerging markets may have more volatile currencies and be more sensitive than developed markets to a variety of economic factors, including inflation. Emerging market securities are also typically less liquid than securities of developed countries and could be difficult to sell, particularly during a market downturn.

Event Driven Strategies Risk
A Fund that invests in securities based on anticipated events, such as bankruptcies, mergers, reorganizations or other events, may incur losses if the events do not occur as anticipated (including on the terms originally proposed), when anticipated, or at all, or if they are perceived to be less likely to occur. For example, if the Fund invests in securities in anticipation of a merger and the deal is terminated prior to closing, the Fund is likely to suffer losses.

Foreign Currency Contracts Risk
A Fund that enters into foreign currency contracts, which are a type of derivative, is subject to the risk that the adviser may be incorrect in its judgment of future exchange rate changes. The Fund's gains from positions in foreign currency contracts may accelerate and/or lead to recharacterization of the Fund's income or gains and its distributions to shareholders. The Fund's losses from such positions may also lead to recharacterization of the Fund's income and its distributions to shareholders and may cause a return of capital to Fund shareholders.

Foreign Investment Risk
Foreign investments may be subject to lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign companies 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. Foreign investments involve exposure to changes in foreign currency exchange rates. Such changes may reduce the U.S. dollar value of the investments. Foreign investments may be subject to additional risks such as potentially higher withholding and other taxes, and may also be subject to greater trade settlement, custodial, and other operational risks than domestic investments. Certain foreign markets may also be characterized by less stringent investor protection and disclosure standards.

Futures Contracts Risk
A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.

High Yield Securities Risk
High yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") 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 with similar maturities. Additionally, these securities tend to be less liquid and more difficult to value than higher-rated securities.

Interest Rate Risk
When interest rates rise, the value of debt securities tends to fall. The longer the terms of the debt securities held by a Fund, the more the Fund is subject to this risk. If interest rates decline, interest that the Fund is able to earn on its investments in debt securities may also decline, which could cause the Fund to reduce the dividends it pays to shareholders, but the value of those securities may increase. Some debt securities give the issuers the option to call, redeem or prepay the securities before their maturity dates. If an issuer calls, redeems or prepays a debt security during a time of declining interest rates, the Fund might have to reinvest the proceeds in a security offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. Changes in market conditions and government policies may lead to periods of heightened volatility in the debt securities market, reduced liquidity for certain Fund investments and an increase in Fund redemptions. Interest rate changes and their impact on the Fund and its share price can be sudden and unpredictable.

Investment Style Risk
Securities of a particular investment style, such as a growth style or value style, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, a Fund's performance may at times be worse than the performance of other mutual funds that invest more broadly or in securities of a different investment style.

Loan Risk
Loans may be unrated, less liquid and more difficult to value than traditional debt securities. Loans may be made to finance highly leveraged corporate operations or acquisitions. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in financial, economic or market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell such loans in secondary markets. As a result, a Fund may be unable to sell loans at a desired time or price. If the Fund acquires only an assignment or a participation in a loan made by a third party, the Fund may not be able to control amendments, waivers or the exercise of any remedies that a lender would have under a direct loan and may assume liability as a lender.

Management Risk
Investment decisions made by a Fund's adviser or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, 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 values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Security markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments.

Mortgage- and Asset-Backed Securities Risk
Mortgage- and asset-backed securities are subject to risk of default on the underlying mortgages or assets, particularly during periods of economic downturn. Defaults on the underlying mortgages or assets may cause such securities to decline in value and become less liquid. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates than instruments with fixed payment schedules. As a result, in a period of rising interest rates, these securities may exhibit additional volatility. When interest rates decline or are low, borrowers may pay off their mortgage or other debts sooner than expected, which can reduce the returns of a Fund.

Multi-Manager Management Risk
A Fund with multiple sub-advisers is subject to the risk that the investment decisions made by a sub-adviser may conflict with those of another sub-adviser. For example, at any particular time a sub-adviser may purchase a security being sold by another sub-adviser, resulting in transaction costs with potentially no change to the Fund's overall portfolio.

Options Risk
A Fund that purchases options, which are a type of derivative, is subject to the risk that gains, if any, realized on the position, will be less than the amount paid as premiums to the writer of the option. A Fund that writes options receives a premium that may be small relative to the loss realized in the event of adverse changes in the value of the underlying instruments. A Fund that writes covered call options gives up the opportunity to profit from any price increase in the underlying security above the option exercise price while the option is in effect. Options may be more volatile than the underlying instruments. In addition, there may at times be an imperfect correlation between the movement in values of options and their underlying securities and there may at times not be a liquid secondary market for certain options.

Short Sales Risk
Short selling is generally considered speculative, has the potential for unlimited loss and may involve leverage, which can magnify a Fund's exposure to assets that decline in value and increase the volatility of the Fund's net asset value. If the price of a security which the Fund has sold short increases between the time of the short sale and when the position is closed out, the Fund will incur a loss equal to the increase in price from the time of the short sale plus any related interest payments, dividends, transaction or other costs. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price. Purchasing a security to cover a short position can itself cause the price of the security to rise, potentially exacerbating a loss or reducing a gain. In addition, the Fund is subject to the risk that the lender of a security will terminate the loan at a time when the Fund is unable to borrow the same instrument from another lender. A Fund that uses short sales is subject to the risk that its prime broker will be unwilling or unable to perform its contractual obligations. Regulatory restrictions limit the extent to which the Fund may engage in short sales.

Smaller Company Securities Risk
Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than those of larger companies. Smaller companies may have no or relatively short operating histories, limited financial resources or may be newly public companies. Some of these companies have aggressive capital structures, including high debt levels, or are involved in rapidly growing or changing industries and/or new technologies.

Swaps Risk
Depending on their structure, swap agreements and options to enter into swap agreements ("swaptions"), both of which are types of derivatives, may increase or decrease a Fund's exposure to long- or short-term interest rates, foreign currency values, mortgage-backed securities, corporate borrowing rates, or credit events or other reference points such as security prices or inflation rates.

U.S. Government Obligations Risk
U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government. If a government-sponsored entity 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.

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 Fund's Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for the Fund. The substance of the information contained in such commentaries will also be posted to the Fund's 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 Fund. 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 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 Fund. To assist Funds Management in performing these responsibilities, Funds Management has contracted with one or more sub-advisers to provide day-to-day portfolio management services to the Fund. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of the Fund's sub-adviser(s) and supervise and monitor the activities of the sub-adviser(s) on an ongoing basis. Funds Management retains overall responsibility for the management of the Fund.

Funds Management's investment professionals review and analyze the Fund's performance, including relative to peer funds, and monitor the 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 Fund. 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 advisory services, Funds Management is entitled to receive the fees disclosed in the row captioned "Management Fees" in the Fund's table of Annual Fund Operating Expenses. Funds Management compensates the sub-adviser(s) from the fees Funds Management receives for its services as adviser to the Fund.

Since the Fund has not commenced operations as of the date of this prospectus, the Fund has not yet paid an advisory fee to Funds Management.

As compensation for its advisory services, Funds Management is entitled to receive a monthly fee at the annual rates indicated below of the Fund's average daily net assets:

Fund

Fee

Alternative Strategies Fund

First $500M

1.80%

Next $500M

1.75%

Next $1B

1.70%

Next $2B

1.68%

Over $4B

1.65%

The Sub-Advisers and Portfolio Managers

Subject to the direction of the Board and overall supervision and control of Funds Management and the Trust, The Rock Creek Group, LP ("Rock Creek") makes recommendations regarding the selection of sub-advisers and allocates and reallocates the Fund's assets across investment strategies and sub-advisers. Subject to the direction of the Board and the overall supervision and control of Funds Management, Rock Creek and the Trust, the following sub-advisers (including Rock Creek) and portfolio managers provide day-to-day portfolio management services to the Fund. These services include making purchases and sales of securities and other investment assets for the Fund, 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 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.

Rock Creek , a registered investment adviser located at 1133 Connecticut Ave., N.W., Suite 810, Washington, DC 20036, serves as a sub-adviser and provides portfolio management services to the Fund. In addition to the Fund, Rock Creek, an affiliate of Funds Management and an indirect majority owned subsidiary of Wells Fargo & Company, provides investment advice to foundations, endowments, state and public pension plans, sovereign wealth funds and other institutional investors.

Sudhir Krishnamurthi
Alternative Strategies Fund

Dr. Krishnamurthi is Senior Managing Director of Rock Creek. He joined Rock Creek in 2002 and is a member of the Investment Committee and Co-Chair of the Risk Committee.

Kenneth LaPlace
Alternative Strategies Fund

Mr. LaPlace is a Managing Director of Rock Creek. He joined Rock Creek in 2003 and is a senior member of the Investment and Portfolio Management team.

Ronald van der Wouden
Alternative Strategies Fund

Mr. van der Wouden is a Managing Director of Rock Creek. He joined Rock Creek in 2005 and is a member of the Investment Committee and Co-Chair of the Risk Committee.

Chilton Investment Company, LLC ("Chilton Investment Company"), a registered investment adviser located at 1290 East Main Street, Stamford, CT, 06902, serves as a sub-adviser and provides portfolio management services to the Fund. Chilton Investment Company manages registered funds, private investment funds, and private accounts for foundations, endowments, high net worth individuals or families, pension plans or institutional investors. The firm's investment philosophy is to seek to produce superior investment returns by aggessiverly pursuing capital appreciation in rising markets and aiming to preserve capital in declining markets.

 

Richard L. Chilton, Jr.
Alternative Strategies Fund

Mr. Chilton founded Chilton Investment Company, Inc. in 1992 and its subsidairy, Chilton Investment Company, in 2005, where he currently serves as Chairman, Chief Executive Officer and Chief Investment Officer.

Mellon Capital Management Corporation ("Mellon Capital"), a registered investment adviser located at 50 Fremont Street, Suite 3900, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to the Fund. Mellon Capital has been providing investment advisory services since 1983 and provides investment advisory services primarily to institutional clients principally through separate accounts and a variety of commingled funds. Mellon Capital is a wholly owned indirect subsidiary of BNY Mellon, a publicly traded company, and is affiliated with a number of other investment organizations through BNY Mellon. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation.

 

Vassilis Dagioglu
Alternative Strategies Fund

Mr. Dagioglu joined Mellon Capital in 2000, where he currently serves as a Managing Director and Head of Asset Allocation Portfolio Management. He is a member of the Risk Management, Investment Management, Fiduciary, and Senior Management committees.

Passport Capital, LLC ("Passport Capital"), a registered investment adviser located at One Market Street, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to the Fund. Passport has been managing client assets since August 2000 and primarily manages privately offered pooled investment vehicles, managed accounts and non-discretionary accounts. Passport Capital seeks to achieve superior risk-adjusted returns through a combination of macroeconomic analysis, fundamental research and quantitative tools.

 

John Burbank
Alternative Strategies Fund

Mr. Burbank founded Passport Capital in 2000 where he currently serves as Chief Investment Officer and Portfolio Manager.

Tim Garry
Alternative Strategies Fund

Mr. Garry joined Passport Capital in 2008 where he currently serves as Chairman of the Risk Committee and Portfolio Manager.

Pine River Capital Management L.P. ("Pine River"), a registered investment adviser located at 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305, serves as a sub-adviser and provides portfolio management services to the Fund. Pine River, an affiliate of Pine River Domestic Management L.P. and certain other subadvisory affiliates including Pine River Capital Partners (UK) LLP, and Pine River Capital Management (HK) Limited, is a global asset management firm focusing on relative value strategies across a full range of financial markets and providing investment solutions to institutional clients across three actively managed platforms: hedge funds, separate accounts and listed investment vehicles.

 

Brad Berning
Alternative Strategies Fund

Mr. Berning joined Pine River in 2011, where he currently serves as a Portfolio Manager. Prior to joining Pine River, Brad served as an Analyst, an Assistant Portfolio Manager and a Co-Founding Partner at FrontPoint Financial Services from 2004 to 2010.

River Canyon Fund Management LLC ("River Canyon"), a registered investment adviser located at 2000 Avenue of the Stars, Los Angeles, CA 90067, serves as a sub-adviser and provides portfolio management services to the Fund. River Canyon, a wholly-owned subsidiary of Canyon Capital Advisors LLC, was formed in 2013 for the purpose of advising registered investment companies.

 

Soon Pho
Alternative Strategies Fund

Mr. Pho joined River Canyon or an affiliate in 2001, where he currently serves as a Partner and Senior Portfolio Manager.

Sirios Capital Management, L.P. ("Sirios"), a registered investment adviser located at One International Place, Boston, MA 02110, serves as a sub-adviser and provides portfolio management services to the Fund. Sirios provides investment management services to clients including collective investment vehicles, accounts held by single investors and registered funds. Sirios is a fundamentally-driven investment firm that concentrates its investments in the consumer, energy/industrials, financials, healthcare and technology/telecommunications sectors.

 

John F. Brennan, Jr.
Alternative Strategies Fund

Mr. Brennan co-founded Sirios in 1999, where he currently serves as its Managing Director.

Wellington Management Company, LLP ("Wellington Management"), a registered investment adviser located at 280 Congress Street, Boston, MA 02210, serves as a sub-adviser and provides portfolio management services to the Fund. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years.

 

Kent M. Stahl, CFA
Alternative Strategies Fund

Mr. Stahl joined Wellington Management in 1998, where he currently serves as Senior Vice President and Director of Investments and Risk Management.

Gregg R. Thomas, CFA
Alternative Strategies Fund

Mr. Thomas joined Wellington Management in 2002, where he currently serves as Senior Vice President and Director of Risk Management.

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 or amend 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 select 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 the removal 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


Shareholder Servicing Plan
The Fund has a shareholder servicing plan. Under this plan, various shareholder servicing agents have been authorized to process purchase and redemption requests, to service shareholder accounts, and to provide other related services for the Fund's Administrator Class. For these services, the Fund's Administrator 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 the 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 Fund's adviser and distributor expect the Fund 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 may 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 the 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 Fund's 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.

Pricing Fund 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.

How to Buy 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 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 $500,000 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
Shares Directly

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
shares in a new Fund:

Call Investor Services at
1-800-222-8222 or

Call 1-800-368-7550 for the
automated phone system or

Visit our Web site at
wellsfargoadvantagefunds.com

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:

Receiving bank: State Street Bank & Trust Company, Boston, MA
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
your bank or financial institution to
use the same wire instructions
shown to the left.

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 Fund is 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.

Note: Telephone transactions such as redemption requests made over the phone generally require only one of the account owners to call unless you have instructed us otherwise.

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 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 Fund generally makes distributions of any net investment income and any realized net capital gains at least annually. Please contact your institution for distribution options. Remember, distributions have the effect of reducing the NAV per share by the amount distributed.

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.

Financial Highlights


Since the Fund has not commenced operations as of the date of this prospectus, financial highlights are not available for the Fund.

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 044ALAM/P703 4-14
ICA Reg. No. 811-09253

Wells Fargo Advantage Funds

 | 

April 1, 2014

Alternative Funds

Prospectus

Institutional Class

Alternative Strategies Fund

WAITX


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

Fund Summary

Alternative Strategies Fund Summary

2

The Fund

Key Fund Information

7

Alternative Strategies Fund

8

Description of Principal Investment Risks

11

Portfolio Holdings Information

14

Organization and Management of the Fund

Organization and Management of the Fund

15

About Wells Fargo Funds Trust

15

The Adviser

15

The Sub-Advisers and Portfolio Managers

16

Multi-Manager Arrangement

17

Your Account

Compensation to Dealers and Shareholder Servicing Agents

18

Pricing Fund Shares

19

How to Buy Shares

20

How to Sell Shares

22

How to Exchange Shares

23

Account Policies

25

Other Information

Distributions

27

Taxes

27

Financial Highlights

28

Alternative Strategies Fund Summary

Investment Objective

The Fund seeks long-term 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

1.80%

Distribution (12b-1) Fees

0.00%

Other Expenses 1

1.28%

Acquired Fund Fees and Expenses

0.09%

Total Annual Fund Operating Expenses 2

3.17%

Fee Waivers

0.20%

Total Annual Fund Operating Expenses After Fee Waiver 2, 3

2.97%

1. Expenses are based on estimated amounts for the current fiscal year.
2. Total Annual Fund Operating Expenses listed above include 0.68% of dividend and interest expense on short positions and 0.04% of interest expense on borrowings.
3. The Adviser has committed through November 30, 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 2.25% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses, expenses from dividend and interest on short positions, and extraordinary expenses are excluded from the cap. Acquired fund fees and expenses incurred by investments made by The Rock Creek Group, LP, a sub-adviser of the Fund, will be included in 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

$300

3 Years

$959

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. Since the Fund has not commenced operations as of the date of this prospectus, no history of the portfolio turnover rate is available.

Principal Investment Strategies

In pursuing its investment objective, the Fund seeks to achieve relatively low sensitivity and low volatility relative to major equity markets, primarily by allocating assets across a number of alternative investment strategies, each of which may invest in a broad array of security types. These alternative investment strategies include equity hedged, event driven, global macro and relative value strategies. The Fund may use all or some of these strategies to varying degrees, depending on market conditions, and may add additional strategies in the future. The Fund employs one or more sub-advisers to execute each of the Fund's strategies.

In implementing the alternative investment strategies listed above, the Fund may take long and/or short positions in a broad range of investments including, but not limited to, equity securities of any market capitalization and debt securities of any quality or maturity (including loans) of U.S. and foreign issuers (including emerging markets issuers), convertible securities, and shares of other investment companies. The Fund may also take long and/or short positions in currency and other derivatives such as futures, options, swaps, and forwards, for both hedging and speculative purposes. The Fund may borrow money to purchase additional securities or to maintain cash to offset short positions. Certain of these securities and the use of these investment techniques create leverage. As a result, the sum of the Fund's investment exposures at times may significantly exceed the amount of the Fund's net assets. These exposures may vary over time.

The Fund uses a unique top-down approach to formulate an outlook on different asset classes, strategies and regions over a variety of time horizons. This outlook is the primary driver behind the strategy, asset, and sub-adviser allocation decisions, and may change at any time. The factors considered in making allocation decisions include macro-economic research, the actions of central banks and policy makers, and the opinions of leading hedge fund managers, analysts, and other market participants, and leading economists.

The alternative strategies that may be employed by the Fund's sub-advisers include:

Equity Hedged Strategies: Which take long and short positions in equities (and related instruments) believed to be under- and overvalued, respectively. Short positions may also be used solely to hedge broad market exposure.

Event Driven Strategies: Which seek to capitalize on the movements in security prices of companies currently or prospectively involved in a wide variety of corporate transactions.

Global Macro Strategies: Which analyze economic variables in an attempt to forecast future movements in equity, fixed income, currency, and commodity markets.

Relative Value Strategies: Which seek to identify and capitalize on valuation discrepancies between related financial instruments rather than on the direction of the general market.

Principal Investment Risks

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.

Borrowing Risk. If a Fund borrows money to purchase securities or to cover a short position and the Fund's investments decrease in value or the securities the Fund has shorted increase in value, the Fund's losses will be greater than if the Fund did not borrow money for investment purposes. In addition, if the return on an investment purchased with borrowed funds, or shorted and covered with borrowed funds, is not sufficient to cover the cost of borrowing, then the net income of the Fund would be less than if borrowing were not used.

Convertible Securities Risk. A convertible security has characteristics of both equity and debt securities and, as a result, is 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 changes in the market price of the common stock of the issuing company.

Credit Risk. The issuer or guarantor of a debt security may be unable or perceived to be unable to pay interest or repay principal when they become due, which could cause the value of an investment to decline and a Fund to lose money.

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 mitigate risk. Certain derivative instruments may be difficult to sell when the adviser believes it would be appropriate to do so, or the other party to a derivative contract may be unwilling or unable to fulfill its contractual obligations.

Emerging Markets Risk. Emerging market securities typically present even greater exposure to the risks described under "Foreign Investment Risk" and may be particularly sensitive to global economic conditions. Emerging market securities are also typically less liquid than securities of developed countries and could be difficult to sell, particularly during a market downturn.

Event Driven Strategies Risk. A Fund that invests in securities based on anticipated events, such as bankruptcies, mergers, reorganizations or other events, may incur losses if the events do not occur as anticipated (including on the terms originally proposed), when anticipated, or at all, or if they are perceived to be less likely to occur.

Foreign Currency Contracts Risk . A Fund that enters into foreign currency contracts, which are a type of derivative, is subject to the risk that the adviser may be incorrect in its judgment of future exchange rate changes.

Foreign Investment Risk. Foreign investments may be subject to lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign investments involve exposure to changes in foreign currency exchange rates and may be subject to higher withholding and other taxes.

Futures Contracts Risk.  A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.

High Yield Securities Risk . High yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") have a much greater risk of default or of not returning principal and their values tend to be more volatile than higher-rated securities with similar maturities.

Interest Rate Risk. When interest rates rise, the value of debt securities tends to fall. When interest rates decline, interest that a Fund is able to earn on its investments in debt securities may also decline, but the value of those securities may increase.

Investment Style Risk. Securities of a particular investment style, such as a growth style or value style, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions.

Loan Risk. Loans may be unrated, less liquid and more difficult to value than traditional debt securities. Loans 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, and potential co-lender liability.

Management Risk. Investment decisions made by a Fund's adviser or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, 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 values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Security markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments.

Mortgage- and Asset-Backed Securities Risk. Mortgage- and asset-backed securities may decline in value and become less liquid when defaults on the underlying mortgages or assets occur and may exhibit additional volatility in periods of rising interest rates. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates than instruments with fixed payment schedules. When interest rates decline or are low, the prepayment of mortgages or assets underlying such securities can reduce a Fund's returns.

Multi-Manager Management Risk. A Fund with multiple sub-advisers is subject to the risk that the investment decisions made by a sub-adviser may conflict with those of another sub-adviser.

Options Risk. A Fund that purchases options, which are a type of derivative, is subject to the risk of a loss of premiums without offsetting gains. A Fund that writes options receives a premium that may be small relative to the loss realized in the event of adverse changes in the value of the underlying instruments.

Short Sales Risk. Short selling is generally considered speculative, has the potential for unlimited loss and may involve leverage, which can magnify a Fund's exposure to assets that decline in value and increase the volatility of the Fund's net asset value.

Smaller Company Securities Risk. Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than those of larger companies.

Swaps Risk . Depending on their structure, swap agreements and options to enter into swap agreements ("swaptions"), both of which are types of derivatives, may increase or decrease a Fund's exposure to long- or short-term interest rates, foreign currency values, mortgage-backed securities, corporate borrowing rates, or credit events or other reference points such as security prices or inflation rates.

U.S. Government Obligations Risk. U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.

Performance

Since the Fund does not have annual returns for at least one calendar year, no performance information is shown.

Fund Management

 

Adviser

Sub-Advisers

Portfolio Manager, Title/Managed Since

Wells Fargo Funds Management, LLC

The Rock Creek Group, LP
(Allocates assets across strategies and Sub-Advisers)

Sudhir Krishnamurthi , Portfolio Manager / 2014
Ronald van der Wouden , Portfolio Manager / 2014
Ken LaPlace , Portfolio Manager / 2014

Chilton Investment Company, LLC
(Employs an Equity Hedged Strategy)

Richard L. Chilton, Jr. , Portfolio Manager / 2014

Mellon Capital Management Corporation
(Employs a Global Macro Strategy)

Vassilis Dagioglu, Portfolio Manager / 2014

Passport Capital, LLC
(Employs an Equity Hedged Strategy)

John Burbank, Portfolio Manager /2014
Tim Garry, Portfolio Manager / 2014

Pine River Capital Management L.P.
(Employs a Relative Value Strategy)

Brad Berning , Portfolio Manager / 2014

River Canyon Fund Management LLC
(Employs an Event Driven Strategy)

Soon Pho , Portfolio Manager / 2014

Sirios Capital Management, L.P.
(Employs an Equity Hedged Strategy)

John F. Brennan, Jr. , Portfolio Manager / 2014

Wellington Management Company, LLP
(Employs an Equity Hedged Strategy)

Kent M. Stahl, CFA , Portfolio Manager / 2014
Gregg R. Thomas, CFA , Portfolio Manager / 2014

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.

 

Minimum Investments

To Buy or Sell Shares

Minimum Initial Investment
Institutional Class: $5 million (this amount may be reduced or eliminated for certain eligible investors)

Minimum Additional Investment
Institutional Class: None

Mail: Wells Fargo Advantage Funds
P.O. Box 8266
Boston, MA 02266-8266
Internet: wellsfargoadvantagefunds.com
Phone or Wire: 1.800.222.8222 Contact your investment representative.

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 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 investment policies and practices.


Principal Risk Factors

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.

Alternative Strategies Fund 

Adviser

Wells Fargo Funds Management, LLC

Sub-Advisers

The Rock Creek Group, LP
Chilton Investment Company, LLC
Mellon Capital Management Corporation
Passport Capital LLC
Pine River Capital Management L.P.
River Canyon Fund Management LLC
Sirios Capital Management, L.P.
Wellington Management Company, LLP

Portfolio Managers

Sudhir Krisnamurthi
Ronald van der Wouden
Kenneth LaPlace
Richard L. Chilton, Jr.
Vassilis Dagioglu
John Burbank
Tim Garry
Brad Berning
Soon Pho
John F. Brennan, Jr.
Kent M. Stahl, CFA
Gregg R. Thomas, CFA

Institutional Class

Ticker: WAITX

Fund Number: 3176

Investment Objective

The Fund seeks long-term capital appreciation.

The Fund's Board of Trustees can change this investment objective without a shareholder vote.

Principal Investment Strategies

In pursuing its investment objective, the Fund seeks to achieve relatively low sensitivity and low volatility relative to major equity markets, primarily by allocating assets across a number of alternative investment strategies, each of which may invest in a broad array of security types. These alternative investment strategies include equity hedged, event driven, global macro and relative value strategies. The Fund may use all or some of these strategies to varying degrees, depending on market conditions, and may add additional strategies in the future. The Fund employs one or more sub-advisers to execute each of the Fund's strategies.

In implementing the alternative investment strategies listed above, the Fund may take long and/or short positions in a broad range of investments including, but not limited to, equity securities of any market capitalization and debt securities of any quality or maturity (including loans) of U.S. and foreign issuers (including emerging markets issuers), convertible securities, and shares of other investment companies. The Fund may also take long and/or short positions in currency and other derivatives such as futures, options, swaps, and forwards, for both hedging and speculative purposes. The Fund may borrow money to purchase additional securities or to maintain cash to offset short positions. Certain of these securities and the use of these investment techniques create leverage. As a result, the sum of the Fund's investment exposures at times may significantly exceed the amount of the Fund's net assets. These exposures may vary over time.

The Fund uses a unique top-down approach to formulate an outlook on different asset classes, strategies and regions over a variety of time horizons. This outlook is the primary driver behind the strategy, asset, and sub-adviser allocation decisions, and may change at any time. The factors considered in making allocation decisions include macro-economic research, the actions of central banks and policy makers, and the opinions of leading hedge fund managers, analysts, and other market participants, and leading economists.

The alternative strategies that may be employed by the Fund's sub-advisers include:

Equity Hedged Strategies

Equity hedged strategies combine core long and short positions in stocks, stock indices, or derivatives related to the equity markets. Equity hedged sub-advisers attempt to generate long-term capital appreciation by developing and actively managing equity portfolios that include both long and short positions. In general, equity hedged sub-advisers buy securities that they expect to outperform or that they believe are undervalued, and sell short securities that they believe will underperform, or that they believe are overvalued. Equity hedged sub-advisers may also sell short securities, as well as derivative instruments in the form of index ETFs, futures, options, and other baskets of securities, in order to hedge broad market exposure or manage overall beta to equity markets. Within this framework, equity hedged sub-advisers may exhibit a range of styles, including longer-term buy-and-hold investing and/or shorter-term trading styles. These sub-advisers will generally be "long-biased" meaning they will hold a greater percentage of the portfolio in long positions rather than short positions.

Event Driven Strategies

Event driven strategies seek to earn excess return through the purchase and sale of securities based on anticipated outcomes of company-specific or transaction-specific situations, such as spin-offs, mergers and acquisitions, liquidations, reorganizations, bankruptcies, recapitalizations, and share buybacks. Event driven strategies include, among others, the following:

Merger Arbitrage : Merger arbitrage sub-advisers seek to profit by taking advantage of differences between the current market price of a security and its expected future value based on the anticipated outcome of a potential merger.

Distressed Securities : Distressed securities sub-advisers generally invest in securities of financially troubled companies (such as, companies involved in bankruptcies, exchange offers, workouts, financial reorganizations, and other special credit event related transactions).

Special Situations : Special situations sub-advisers seek to profit by capturing discrepancies in valuation between the current market price of a security and its expected future value based on the occurrence of a corporate restructuring, reorganization or a significant alteration in the company's strategy or product mix, among others.

Global Macro Strategies

Global macro strategies involve investing in equity, fixed-income, foreign exchange or commodity markets around the world based on underlying macroeconomic fundamentals. Monetary policy shifts, fiscal policy shifts, gross domestic product growth or inflation all may be considered in developing a market view. Global macro sub-advisers establish opportunistic long or short market positions to seek to benefit from anticipated market moves. Global macro sub-advisers tend to make significant use of derivatives and leverage. These strategies include, among others, the following:

Discretionary: Discretionary macro strategy involves constructing long and short market positions around fundamental macro-economic or technical views. The main distinction of this strategy is that it tends to be focused on one or two subsets of global capital markets. For example, a discretionary sub-adviser may focus on foreign exchange and bond trading in the Group of Ten (G-10) markets. Other sub-advisers in this category may focus on less efficient markets, such as emerging markets, where they believe that it is possible to maintain an information edge over the market.

Systematic: Systematic macro strategy involves the quantitative trading of listed financial or commodity futures and currencies in markets around the world. Systematic sub-advisers tend to utilize sophisticated technical models to analyze price and market data to identify trends or price reversals across a broad range of markets. Derivative instruments are generally used by systematic sub-advisers to leverage their portfolios.

Relative Value Strategies

Relative value strategies include a range of different investment styles. These strategies seek to generate profits by exploiting the difference in price between related instruments, rather than because of the direction of the market. Generally, relative value sub-advisers buy a position in one instrument and sell an equivalent amount of another instrument with the expectation that the prices of the two instruments are not only historically related but also that they have deviated from their historical trading patterns. Profits may be generated if this unusual price deviation diminishes, and the prices of the two related instruments return to their historical trading patterns. Relative value strategies, among others include the following:

Equity Market Neutral: Equity market neutral strategy seeks to generate profits through the successful selection of equity securities while reducing or eliminating the effects of market-wide or, in some cases, industry- or sector-wide price movements by simultaneously taking long and short positions in or with respect to "matched" equities in approximately equal volumes.

Convertible Arbitrage: Convertible arbitrage strategy generally involves the simultaneous purchase and short sale of convertible bond issues of the same issuer. Often, the arbitrage involves the purchase of a convertible bond issued by the issuer and the short sale of that issuer's common stock. Sub-advisers may also seek to hedge out any interest rate risk as needed.

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.

Principal Risk Factors

The Fund is primarily subject to the risks mentioned below.

 

Borrowing Risk

Convertible Securities Risk

Credit Risk

Derivatives Risk

Emerging Markets Risk

Event Driven Strategies Risk

Foreign Currency Contracts Risk

Foreign Investment Risk

Futures Contracts Risk

High Yield Securities Risk

Interest Rate Risk

Investment Style Risk

Loan Risk

Management Risk

Market Risk

Mortgage- and Asset-Backed Securities Risk

Multi-Manager Management Risk

Options Risk

Short Sales Risk

Smaller Company Securities Risk

Swaps 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 the 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.

Borrowing Risk
If a Fund borrows money to purchase securities or to cover a short position and the Fund's investments decrease in value or the securities the Fund has shorted increase in value, the Fund's losses will be greater than if the Fund did not borrow money for investment purposes. In addition, if the return on an investment purchased with borrowed funds, or shorted and covered with borrowed funds, is not sufficient to cover the cost of borrowing, then the net income of the Fund would be less than if borrowing were not used.

Convertible Securities Risk
A convertible security has characteristics of both equity and debt securities and, as a result, is 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 changes in the market price of the common stock of the issuing company. A convertible security is 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 issuer, holders of a convertible security 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.

Credit Risk
The issuer or guarantor of a debt security held by a Fund may be unable or perceived to be unable to pay interest or repay principal when they become due. In these instances, the value of an investment could decline and the Fund could lose money. Credit risk increases as an issuer's credit quality declines.

Derivatives Risk
The use of derivatives, such as futures, options and swap agreements, 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 derivatives' underlying assets, indexes or rates and the derivatives themselves, which may be magnified by certain features of the derivatives. These risks are heightened when derivatives are used to enhance a Fund's return or as a substitute for a position or security, rather than solely to hedge (or mitigate) the risk of a position or security held by the Fund. The success of the adviser's derivative strategies will be affected by its ability to assess and predict market or economic developments and their impact on the derivatives' underlying assets, indexes or rates and the derivatives themselves. Certain derivative instruments may become illiquid and, as a result, may be difficult to sell when the adviser believes it would be appropriate to do so. Certain derivatives create leverage, which can magnify the impact of a decline in the value of their underlying assets, indexes or rates and increase the volatility of the Fund's net asset value. Certain derivatives (e.g., over-the-counter swaps) are also subject to the risk that the counterparty to the derivative contract will be unwilling or unable to fulfill its contractual obligations. Changes in laws or regulations may make the use of derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.

Emerging Markets Risk
Emerging market securities typically present even greater exposure to the risks described under "Foreign Investment Risk" and may be particularly sensitive to global economic conditions. For example, emerging market countries are typically more dependent on exports and are therefore more vulnerable to recessions in other countries. Emerging markets tend to have less developed legal and financial systems and a smaller market capitalization than markets in developed countries. Some emerging markets are subject to greater political instability. Additionally, emerging markets may have more volatile currencies and be more sensitive than developed markets to a variety of economic factors, including inflation. Emerging market securities are also typically less liquid than securities of developed countries and could be difficult to sell, particularly during a market downturn.

Event Driven Strategies Risk
A Fund that invests in securities based on anticipated events, such as bankruptcies, mergers, reorganizations or other events, may incur losses if the events do not occur as anticipated (including on the terms originally proposed), when anticipated, or at all, or if they are perceived to be less likely to occur. For example, if the Fund invests in securities in anticipation of a merger and the deal is terminated prior to closing, the Fund is likely to suffer losses.

Foreign Currency Contracts Risk
A Fund that enters into foreign currency contracts, which are a type of derivative, is subject to the risk that the adviser may be incorrect in its judgment of future exchange rate changes. The Fund's gains from positions in foreign currency contracts may accelerate and/or lead to recharacterization of the Fund's income or gains and its distributions to shareholders. The Fund's losses from such positions may also lead to recharacterization of the Fund's income and its distributions to shareholders and may cause a return of capital to Fund shareholders.

Foreign Investment Risk
Foreign investments may be subject to lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign companies 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. Foreign investments involve exposure to changes in foreign currency exchange rates. Such changes may reduce the U.S. dollar value of the investments. Foreign investments may be subject to additional risks such as potentially higher withholding and other taxes, and may also be subject to greater trade settlement, custodial, and other operational risks than domestic investments. Certain foreign markets may also be characterized by less stringent investor protection and disclosure standards.

Futures Contracts Risk
A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.

High Yield Securities Risk
High yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") 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 with similar maturities. Additionally, these securities tend to be less liquid and more difficult to value than higher-rated securities.

Interest Rate Risk
When interest rates rise, the value of debt securities tends to fall. The longer the terms of the debt securities held by a Fund, the more the Fund is subject to this risk. If interest rates decline, interest that the Fund is able to earn on its investments in debt securities may also decline, which could cause the Fund to reduce the dividends it pays to shareholders, but the value of those securities may increase. Some debt securities give the issuers the option to call, redeem or prepay the securities before their maturity dates. If an issuer calls, redeems or prepays a debt security during a time of declining interest rates, the Fund might have to reinvest the proceeds in a security offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. Changes in market conditions and government policies may lead to periods of heightened volatility in the debt securities market, reduced liquidity for certain Fund investments and an increase in Fund redemptions. Interest rate changes and their impact on the Fund and its share price can be sudden and unpredictable.

Investment Style Risk
Securities of a particular investment style, such as a growth style or value style, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, a Fund's performance may at times be worse than the performance of other mutual funds that invest more broadly or in securities of a different investment style.

Loan Risk
Loans may be unrated, less liquid and more difficult to value than traditional debt securities. Loans may be made to finance highly leveraged corporate operations or acquisitions. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in financial, economic or market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell such loans in secondary markets. As a result, a Fund may be unable to sell loans at a desired time or price. If the Fund acquires only an assignment or a participation in a loan made by a third party, the Fund may not be able to control amendments, waivers or the exercise of any remedies that a lender would have under a direct loan and may assume liability as a lender.

Management Risk
Investment decisions made by a Fund's adviser or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, 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 values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Security markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments.

Mortgage- and Asset-Backed Securities Risk
Mortgage- and asset-backed securities are subject to risk of default on the underlying mortgages or assets, particularly during periods of economic downturn. Defaults on the underlying mortgages or assets may cause such securities to decline in value and become less liquid. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates than instruments with fixed payment schedules. As a result, in a period of rising interest rates, these securities may exhibit additional volatility. When interest rates decline or are low, borrowers may pay off their mortgage or other debts sooner than expected, which can reduce the returns of a Fund.

Multi-Manager Management Risk
A Fund with multiple sub-advisers is subject to the risk that the investment decisions made by a sub-adviser may conflict with those of another sub-adviser. For example, at any particular time a sub-adviser may purchase a security being sold by another sub-adviser, resulting in transaction costs with potentially no change to the Fund's overall portfolio.

Options Risk
A Fund that purchases options, which are a type of derivative, is subject to the risk that gains, if any, realized on the position, will be less than the amount paid as premiums to the writer of the option. A Fund that writes options receives a premium that may be small relative to the loss realized in the event of adverse changes in the value of the underlying instruments. A Fund that writes covered call options gives up the opportunity to profit from any price increase in the underlying security above the option exercise price while the option is in effect. Options may be more volatile than the underlying instruments. In addition, there may at times be an imperfect correlation between the movement in values of options and their underlying securities and there may at times not be a liquid secondary market for certain options.

Short Sales Risk
Short selling is generally considered speculative, has the potential for unlimited loss and may involve leverage, which can magnify a Fund's exposure to assets that decline in value and increase the volatility of the Fund's net asset value. If the price of a security which the Fund has sold short increases between the time of the short sale and when the position is closed out, the Fund will incur a loss equal to the increase in price from the time of the short sale plus any related interest payments, dividends, transaction or other costs. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price. Purchasing a security to cover a short position can itself cause the price of the security to rise, potentially exacerbating a loss or reducing a gain. In addition, the Fund is subject to the risk that the lender of a security will terminate the loan at a time when the Fund is unable to borrow the same instrument from another lender. A Fund that uses short sales is subject to the risk that its prime broker will be unwilling or unable to perform its contractual obligations. Regulatory restrictions limit the extent to which the Fund may engage in short sales.

Smaller Company Securities Risk
Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than those of larger companies. Smaller companies may have no or relatively short operating histories, limited financial resources or may be newly public companies. Some of these companies have aggressive capital structures, including high debt levels, or are involved in rapidly growing or changing industries and/or new technologies.

Swaps Risk
Depending on their structure, swap agreements and options to enter into swap agreements ("swaptions"), both of which are types of derivatives, may increase or decrease a Fund's exposure to long- or short-term interest rates, foreign currency values, mortgage-backed securities, corporate borrowing rates, or credit events or other reference points such as security prices or inflation rates.

U.S. Government Obligations Risk
U.S. Government obligations may be adversely impacted by changes in interest rates, and securities issued or guaranteed by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government. If a government-sponsored entity 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.

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 Fund's Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for the Fund. The substance of the information contained in such commentaries will also be posted to the Fund's 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 Fund. 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 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 Fund. To assist Funds Management in performing these responsibilities, Funds Management has contracted with one or more sub-advisers to provide day-to-day portfolio management services to the Fund. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of the Fund's sub-adviser(s) and supervise and monitor the activities of the sub-adviser(s) on an ongoing basis. Funds Management retains overall responsibility for the management of the Fund.

Funds Management's investment professionals review and analyze the Fund's performance, including relative to peer funds, and monitor the 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 Fund. 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 advisory services, Funds Management is entitled to receive the fees disclosed in the row captioned "Management Fees" in the Fund's table of Annual Fund Operating Expenses. Funds Management compensates the sub-adviser(s) from the fees Funds Management receives for its services as adviser to the Fund.

Since the Fund has not commenced operations as of the date of this prospectus, the Fund has not yet paid an advisory fee to Funds Management.

As compensation for its advisory services, Funds Management is entitled to receive a monthly fee at the annual rates indicated below of the Fund's average daily net assets:

Fund

Fee

Alternative Strategies Fund

First $500M

1.80%

Next $500M

1.75%

Next $1B

1.70%

Next $2B

1.68%

Over $4B

1.65%

The Sub-Advisers and Portfolio Managers

Subject to the direction of the Board and overall supervision and control of Funds Management and the Trust, The Rock Creek Group, LP ("Rock Creek") makes recommendations regarding the selection of sub-advisers and allocates and reallocates the Fund's assets across investment strategies and sub-advisers. Subject to the direction of the Board and the overall supervision and control of Funds Management, Rock Creek and the Trust, the following sub-advisers (including Rock Creek) and portfolio managers provide day-to-day portfolio management services to the Fund. These services include making purchases and sales of securities and other investment assets for the Fund, 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 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.

Rock Creek , a registered investment adviser located at 1133 Connecticut Ave., N.W., Suite 810, Washington, DC 20036, serves as a sub-adviser and provides portfolio management services to the Fund. In addition to the Fund, Rock Creek, an affiliate of Funds Management and an indirect majority owned subsidiary of Wells Fargo & Company, provides investment advice to foundations, endowments, state and public pension plans, sovereign wealth funds and other institutional investors.

Sudhir Krishnamurthi
Alternative Strategies Fund

Dr. Krishnamurthi is Senior Managing Director of Rock Creek. He joined Rock Creek in 2002 and is a member of the Investment Committee and Co-Chair of the Risk Committee.

Kenneth LaPlace
Alternative Strategies Fund

Mr. LaPlace is a Managing Director of Rock Creek. He joined Rock Creek in 2003 and is a senior member of the Investment and Portfolio Management team.

Ronald van der Wouden
Alternative Strategies Fund

Mr. van der Wouden is a Managing Director of Rock Creek. He joined Rock Creek in 2005 and is a member of the Investment Committee and Co-Chair of the Risk Committee.

Chilton Investment Company, LLC ("Chilton Investment Company"), a registered investment adviser located at 1290 East Main Street, Stamford, CT, 06902, serves as a sub-adviser and provides portfolio management services to the Fund. Chilton Investment Company manages registered funds, private investment funds, and private accounts for foundations, endowments, high net worth individuals or families, pension plans or institutional investors. The firm's investment philosophy is to seek to produce superior investment returns by aggessiverly pursuing capital appreciation in rising markets and aiming to preserve capital in declining markets.

 

Richard L. Chilton, Jr.
Alternative Strategies Fund

Mr. Chilton founded Chilton Investment Company, Inc. in 1992 and its subsidairy, Chilton Investment Company, in 2005, where he currently serves as Chairman, Chief Executive Officer and Chief Investment Officer.

Mellon Capital Management Corporation ("Mellon Capital"), a registered investment adviser located at 50 Fremont Street, Suite 3900, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to the Fund. Mellon Capital has been providing investment advisory services since 1983 and provides investment advisory services primarily to institutional clients principally through separate accounts and a variety of commingled funds. Mellon Capital is a wholly owned indirect subsidiary of BNY Mellon, a publicly traded company, and is affiliated with a number of other investment organizations through BNY Mellon. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation.

 

Vassilis Dagioglu
Alternative Strategies Fund

Mr. Dagioglu joined Mellon Capital in 2000, where he currently serves as a Managing Director and Head of Asset Allocation Portfolio Management. He is a member of the Risk Management, Investment Management, Fiduciary, and Senior Management committees.

Passport Capital, LLC ("Passport Capital"), a registered investment adviser located at One Market Street, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to the Fund. Passport has been managing client assets since August 2000 and primarily manages privately offered pooled investment vehicles, managed accounts and non-discretionary accounts. Passport Capital seeks to achieve superior risk-adjusted returns through a combination of macroeconomic analysis, fundamental research and quantitative tools.

 

John Burbank
Alternative Strategies Fund

Mr. Burbank founded Passport Capital in 2000 where he currently serves as Chief Investment Officer and Portfolio Manager.

Tim Garry
Alternative Strategies Fund

Mr. Garry joined Passport Capital in 2008 where he currently serves as Chairman of the Risk Committee and Portfolio Manager.

Pine River Capital Management L.P. ("Pine River"), a registered investment adviser located at 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305, serves as a sub-adviser and provides portfolio management services to the Fund. Pine River, an affiliate of Pine River Domestic Management L.P. and certain other subadvisory affiliates including Pine River Capital Partners (UK) LLP, and Pine River Capital Management (HK) Limited, is a global asset management firm focusing on relative value strategies across a full range of financial markets and providing investment solutions to institutional clients across three actively managed platforms: hedge funds, separate accounts and listed investment vehicles.

 

Brad Berning
Alternative Strategies Fund

Mr. Berning joined Pine River in 2011, where he currently serves as a Portfolio Manager. Prior to joining Pine River, Brad served as an Analyst, an Assistant Portfolio Manager and a Co-Founding Partner at FrontPoint Financial Services from 2004 to 2010.

River Canyon Fund Management LLC ("River Canyon"), a registered investment adviser located at 2000 Avenue of the Stars, Los Angeles, CA 90067, serves as a sub-adviser and provides portfolio management services to the Fund. River Canyon, a wholly-owned subsidiary of Canyon Capital Advisors LLC, was formed in 2013 for the purpose of advising registered investment companies.

 

Soon Pho
Alternative Strategies Fund

Mr. Pho joined River Canyon or an affiliate in 2001, where he currently serves as a Partner and Senior Portfolio Manager.

Sirios Capital Management, L.P. ("Sirios"), a registered investment adviser located at One International Place, Boston, MA 02110, serves as a sub-adviser and provides portfolio management services to the Fund. Sirios provides investment management services to clients including collective investment vehicles, accounts held by single investors and registered funds. Sirios is a fundamentally-driven investment firm that concentrates its investments in the consumer, energy/industrials, financials, healthcare and technology/telecommunications sectors.

 

John F. Brennan, Jr.
Alternative Strategies Fund

Mr. Brennan co-founded Sirios in 1999, where he currently serves as its Managing Director.

Wellington Management Company, LLP ("Wellington Management"), a registered investment adviser located at 280 Congress Street, Boston, MA 02210, serves as a sub-adviser and provides portfolio management services to the Fund. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years.

 

Kent M. Stahl, CFA
Alternative Strategies Fund

Mr. Stahl joined Wellington Management in 1998, where he currently serves as Senior Vice President and Director of Investments and Risk Management.

Gregg R. Thomas, CFA
Alternative Strategies Fund

Mr. Thomas joined Wellington Management in 2002, where he currently serves as Senior Vice President and Director of Risk Management.

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 or amend 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 select 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 the removal 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
In addition to dealer reallowances and payments made by the 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 Fund's adviser and distributor expect the Fund 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 may 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 the 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 Fund's 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.

Pricing Fund 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.

How to Buy 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 or other accounts 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 Fund's Statement of Additional Information.

Any of the minimum initial investment waivers listed above may be modified or discontinued at any time.

Institutions Purchasing
Shares Directly

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
shares in a new Fund:

Call Investor Services at
1-800-222-8222 or

Call 1-800-368-7550 for the
automated phone system or

Visit our Web site at
wellsfargoadvantagefunds.com

By Wire

Complete and sign the Institutional Class
account application.
Call Investor Services at 1-800-222-8222 for
faxing instructions.
Use the following wiring instructions:

Receiving bank: State Street Bank & Trust Company, Boston, MA
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
your bank or financial institution to
use the same wire instructions
shown to the left.

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 Fund is 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.

Note: Telephone transactions such as redemption requests made over the phone generally require only one of the account owners to call unless you have instructed us otherwise.

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 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 Fund generally makes distributions of any net investment income and any realized net capital gains at least annually. Please contact your institution for distribution options. Remember, distributions have the effect of reducing the NAV per share by the amount distributed.

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.

Financial Highlights


Since the Fund has not commenced operations as of the date of this prospectus, financial highlights are not available for the Fund.

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 044ALIT/P704 4-14
ICA Reg. No. 811-09253

WELLS FARGO FUNDS TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION

Statement of Additional Information

April 1, 2014


Wells Fargo Advantage Funds
Alternative Funds

Alternative Strategies Fund

Class A - WALTX; Class C - WACTX; Administrator Class - WADTX; Institutional Class - WAITX

Wells Fargo Funds Trust (the "Trust") is an open-end, management investment company. This Statement of Additional Information ("SAI") contains additional information about a series of the Trust in the Wells Fargo Advantage family of funds - the above referenced Fund (the "Fund"). The Fund is considered diversified under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund offers certain classes of shares as indicated above. This SAI relates to all such classes of shares.

This SAI is not a prospectus and should be read in conjunction with the Fund's Prospectuses (each, a "Prospectus") dated April 1, 2014. The Prospectus 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.

ALTS/FASAI30 (4/14)

Table of Contents

Historical Fund Information

Historical Fund Information

2

Fundamental Investment Policies

2

Non-Fundamental Investment Policies

3

Additional Approved Investment Strategies

4

Permitted Investment Activities and Certain Associated Risks

12

Management

General

23

Adviser

30

Sub-Advisers

31

Portfolio Managers

32

Administrator

44

Distributor

45

Shareholder Servicing Agent

46

Custodian and Fund Accountant

46

Transfer and Distribution Disbursing Agent

46

Underwriting Commissions

46

Code of Ethics

46

Determination of Net Asset Value

47

Additional Purchase and Redemption Information

47

Portfolio Transactions

52

Fund Expenses

54

U.S. Federal Income Taxes

54

Proxy Voting Policies and Procedures

66

Policies and Procedures for Disclosure of Fund Portfolio Holdings

68

Capital Stock

70

Other Information

72

Independent Registered Public Accounting Firm

72

Financial Information

72

Credit Ratings

72

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.

Fundamental Investment Policies

The Fund has 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 Fund 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 the 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 the Fund's investments in (i) securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) securities of other investment companies, or (iii) repurchase agreements;

(2) purchase securities of any issuer if, as a result, with respect to 75% of the 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 the 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 the 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 the 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 the 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, or other financial instruments subject to the Commodity Exchange Act of 1936, as amended ("CEA"), 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

The Fund has adopted the following non-fundamental policies; that is, it may be changed by the Trustees at any time without approval of such Fund's shareholders.

(1) The 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) The 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 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) The 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) The 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) The Fund may purchase securities on margin (including for short-term credits necessary for the clearance of transactions) to the extent permitted by applicable law.

Further Explanation of Investment Policies

Notwithstanding the foregoing policies, any other investment companies in which the Fund may invest have adopted their own investment policies, which may be more or less restrictive than those listed above, thereby allowing the Fund to participate in certain investment strategies indirectly that are prohibited under the fundamental and non-fundamental investment policies listed above.

For purposes of the Fund's fundamental investment policy with respect to making loans, bank loans and participations are considered debt securities rather than loans. In addition, for purposes of the Fund's non-fundamental investment policy with respect to investing in financial instruments subject to the CEA, exchange-traded funds that invest directly in or have exposure to commodities are considered securities backed by commodities.

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.

ADDITIONAL APPROVED INVESTMENT STRATEGIES

In addition to the principal investment strategies set forth in the Prospectus, the Fund may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Please refer to the Fund's Prospectus 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 Prospectus does not currently include information regarding derivatives, or only includes information regarding certain derivative instruments, the Fund may use any of the derivatives 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 the Fund's portfolio due to currency exchange rate fluctuations or other factors in the securities markets, although the Fund may also invest in certain derivative securities for investment purposes only. Other reasons why the 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 the 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 the 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 the Fund to hold a security it might otherwise sell or the 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 the 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 the 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.

The Fund's use of derivatives also is subject to broadly applicable investment policies. For example, the 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. The Fund also may not use certain derivatives without establishing adequate "cover" in compliance with the SEC rules limiting the use of leverage. Consistent with SEC staff guidance, the Fund will consider its obligations involving such derivatives as "covered" when the Fund (i) maintains an offsetting financial position, (ii) segregates liquid assets (which may include, but are not limited to, cash, cash equivalents, equities and debt securities) equal in value to the Fund's potential economic exposure relating to the derivative, as determined on a daily basis, or (iii) otherwise "covers" the transaction in accordance with applicable SEC guidance. 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 and related agreements 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 the 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 the 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 the Fund. The Fund's use of derivatives to leverage risk also may exaggerate a loss, potentially causing the 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 the 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 the 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 the 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 a Fund has transferred a municipal security it owned to a trust are considered a form of secured borrowing for financial reporting purposes. This accounting treatment does not apply to any inverse floaters acquired by a 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 an amount of cash or cash equivalents up to approximately 10% of the contract amount. 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, the 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 the 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 the 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.

The 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, the 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.

The Fund's adviser has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" ("CPO") under the Commodity Exchange Act of 1936, as amended, and the rules of the Commodity Futures Trading Commission promulgated thereunder, with respect to the Fund's operation. Accordingly, neither the Fund nor the Fund's adviser is subject to registration or regulation as a commodity pool or CPO.

The 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, the 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. The Fund may purchase or sell (write) options on individual securities or options on indices of securities. 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.

The Fund may sell both "covered" and "naked" call options. In the case of a call option on a security or currency, the option is "covered" if the 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 the 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 the Fund holds an offsetting call on the same instrument or index as the call written. "Naked" call options are those which are not "covered."

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.

Below is a description of some of the types of futures and options in which the Fund may invest.

Stock Index Options . The Fund may purchase and write (i.e., sell) put and call options on stock indices. 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 the 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 the 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.

Stock Index Futures and Options on Stock Index Futures . The Fund may invest in stock index futures and options on stock index futures. 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.

Interest Rate Futures Contracts and Options on Interest Rate Futures Contracts . The 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 or to speculate on the direction of interest rates. 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 . The 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 the Fund's investment objective and legally permissible for the Fund.

Foreign Currency Contracts

To the extent that the Fund may invest in securities denominated in currencies other than the U.S. dollar, may temporarily hold funds in bank deposits or other money market investments denominated in foreign currencies, and may engage in foreign currency contract transactions, 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, market interest rates, government intervention, speculation and other factors affect these forces. The 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. The Fund may also engage in foreign currency transactions to speculate on the movement of a particular currency.

Foreign currency contracts may be either futures contracts or forward contracts. 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 CFTC and is traded on designated exchanges. The Fund will incur brokerage fees when it purchases and sells foreign currency futures contracts. Forward foreign currency exchange contracts are also contracts for the future delivery of a specified currency at a specified time and at a specified price. However, 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 such forward foreign currency exchange contracts.

The use of foreign currency contracts involves the risk of imperfect correlation between movements in contract prices and movements in the price of the currencies to which the contracts relate. The successful use of foreign currency transaction strategies also depends on the ability of the Adviser or Sub-Adviser to correctly forecast interest rate movements, currency rate movements and general stock market price movements. There can be no assurance that the Adviser or Sub-adviser's forecasts will be accurate. When such contracts are used for hedging purposes, they are intended to reduce the risk of loss due to a decline in the value of the hedged currency, but at the same time, they tend to limit any potential gain which might result should the value of such currency increase.

Swap Agreements and Swaptions

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 the 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. The 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. The 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 the 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. The 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 the Fund's investment exposure from one type of investment to another. For example, if the Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease the Fund's exposure to long-term interest rates. Another example is if the Fund agreed to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease the 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 the Fund's performance. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Fund's investments and its share price and yield. Additionally, whether the 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, the 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 the Fund. If a swap agreement calls for payments by the Fund, the 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 the Fund. The Fund will closely monitor the credit of a swap agreement counterparty in order to attempt to minimize this risk. The 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 . The 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 the Fund. The protection "buyer" in a credit default contract 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. The Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no credit event occurs, the 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, the 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, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap.

Credit default swap agreements may involve greater risks than if the 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. The 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.

Equity Swaps . The 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, the 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, the 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 the Fund's portfolio because, in addition to its total net assets, the 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 the Fund thereunder, and conversely, that the Fund will not be able to meet its obligation to the counterparty. Generally, the Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted against one another with the 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 the 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 the Fund. If the total return swap transaction is entered into on other than a net basis, the full amount of the Fund's obligations will be accrued on a daily basis, and the full amount of the Fund's obligations will be segregated by the 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 the Fund initially to make an equivalent direct investment, plus or minus any amount the 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 Fund and certain of its 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. The Fund is subject to the limitations as described in this section and elsewhere in this SAI and/or the Prospectus(es). The Fund does not necessarily participate in all of the investment activities described below. For purposes of monitoring the investment policies and restrictions of the Fund (with the exception of the loans of portfolio securities policy described below), the amount of any securities lending collateral held by the Fund will be excluded in calculating total assets. Unless otherwise noted or required by applicable law, the percentage limitations and qualitative investment policies included in this SAI or the Prospectus apply at the time of purchase of a security. To the extent a security type is described in this SAI that is not referenced in the Prospectus(es), the Fund under normal circumstances will not invest more than 15% of its assets in the security type unless otherwise specified.

The Prospectus(es) identify and summarize the types of securities and assets in which the Fund may invest as part of its principal investment strategies, and the principal risks associated with such investments. This SAI identifies and summarizes other types of securities and assets in which the Fund may invest, each of which is subject to the same kinds of risks as are described in the Prospectus(es). Certain additional risks associated with each type of investment are identified and described below.

DEBT SECURITIES

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, the Fund may be subject to additional investment risks that are different in some respects from those incurred by the 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 the 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.

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 Fund uses the same criteria to evaluate the credit quality of a convertible debt security that it would use for a more conventional debt security, a convertible preferred stock is treated like a preferred stock for the 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.

Custodial Receipts for Treasury Securities

These securities are typically represented by participations in trusts that hold U.S. Treasury securities, such as Treasury Investors Growth Receipts and Certificates of Accrual on Treasury Securities, or other obligations 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 because of the way in which their principal and interest are returned to investors.

Dollar Roll Transactions

Dollar roll transactions are transactions wherein the 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. The 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 the Fund may decline below the price at which the Fund is committed to purchase similar securities. In the event the buyer of securities from the 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. The Fund will engage in dollar roll transactions for the purpose of acquiring securities for its portfolio and not for investment leverage.

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 the 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.

There generally is no established secondary market for these obligations because they are direct lending arrangements between the lender and borrower. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the 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 the 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 the 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 Fund may purchase include certificates of participation in such instruments.

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.

Synthetic Convertible Securities

"Synthetic" convertible securities, are derivative positions composed of two or more different securities whose investment characteristics, taken together, resemble those of convertible securities. For example, a Fund may purchase a non-convertible debt security and a warrant or option, which enables a Fund to have a convertible-like position with respect to a company, group of companies or stock index. Synthetic convertible securities are typically offered by financial institutions and investment banks in private placement transactions. Upon conversion, a Fund generally receives an amount in cash equal to the difference between the conversion price and the then current value of the underlying security. Unlike a true convertible security, a synthetic convertible comprises two or more separate securities, each with its own market value. Therefore, the market value of a synthetic convertible is the sum of the values of its fixed-income component and its convertible component. For this reason, the values of a synthetic convertible and a true convertible security may respond differently to market fluctuations. A Fund only invests in synthetic convertibles with respect to companies whose corporate debt securities are rated "A" or higher by Moody's or S&P and will not invest more than 15% of its net assets in such synthetic securities and other illiquid securities.

Unrated Investments

The 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, the 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."

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. U.S. Government agencies or government-sponsored entities (i.e. 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 unable to meet its obligations, the performance of the 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.

EQUITY SECURITIES

Initial Public Offerings

Smaller companies may offer initial public offerings which typically have additional risks including more limited product lines, markets and financial resources than larger, more seasoned companies and their securities may trade less frequently and in more limited volume than those of larger, more mature companies.

Preferred Stock

Preferred stocks represent an equity or ownership interest in an issuer that pay dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bond take precedence over the claims of those who own preferred securities and common stock.

Smaller Company Securities

Investments in smaller capitalization companies carry greater risk than investments in larger capitalization companies. Smaller capitalization companies generally experience higher growth rates and higher failure rates than do larger capitalization companies; and the trading volume of smaller capitalization companies' securities is normally lower than that of larger capitalization companies and, consequently, generally has a disproportionate effect on market price (tending to make prices rise more in response to buying demand and fall more in response to selling pressure).

Securities owned by a Fund that are traded in the over-the-counter market or on a regional securities exchange may not be traded every day or in the volume typical of securities trading on a national securities exchange. As a result, disposition by a Fund of a portfolio security, to meet redemption requests by other investors or otherwise, may require the Fund to sell these securities at a discount from market prices, to sell during periods when disposition is not desirable, or to make many small sales over a lengthy period of time.

Investments in smaller, less seasoned issuers generally carry greater risk than is customarily associated with larger, more seasoned companies. Such issuers often have products and management personnel that have not been tested by time or the marketplace and their financial resources may not be as substantial as those of more established companies. Their securities (which a Fund may purchase when they are offered to the public for the first time) may have a limited trading market that can adversely affect their sale by a Fund and can result in such securities being priced lower than otherwise might be the case. If other institutional investors were to engage in trading this type of security, a Fund may be forced to dispose of its holdings in this type of security at prices lower than might otherwise be obtained in the absence of institutional trading in such security.

FOREIGN SECURITIES AND CURRENCY TRANSACTIONS

Emerging Market Securities

The Funds consider countries with emerging markets to include the following: (i) countries included in the MSCI Emerging Markets Index; and (ii) countries with low- to middle-income economies according to the International Bank for Reconstruction and Development (more commonly referred to as the World Bank). 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.

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 Funds would otherwise be subject.

Foreign Obligations and Securities

The Fund considers equity securities of foreign issuers (or foreign securities) to be equity securities: (1) issued by companies with their principal place of business or principal office or both, as determined in the adviser's reasonable discretion, in a country, other than the U.S.; or (2) issued by companies for which the principal securities trading market is a country other than the U.S. Foreign company stocks may lose value or be more difficult to trade as a result of adverse changes in currency exchange rates or other developments in the issuer's home country. Concentrated investment by the Fund in any single country, especially a less developed country, would make such Fund's value more sensitive to economic, currency and regulatory changes within that country.

Investments in foreign obligations and securities include high-quality, short-term debt obligations of foreign issuers, including foreign branches of U.S. banks, U.S. branches of foreign banks, and short-term debt obligations of foreign governmental agencies and foreign companies that are denominated in and pay interest in U.S. dollars. 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 the 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 same currency 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.

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 Fund may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the dollar.

Because the 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.

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 costs 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.

For temporary defensive purposes, the Funds may invest in fixed-income securities of non-U.S. governmental and private issuers. Such investments may include bonds, notes, debentures and other similar debt securities, including convertible securities.

OTHER INVESTMENTS AND TECHNIQUES

Borrowing

Money may be borrowed for temporary or emergency purposes, including the meeting of redemption requests, to purchase additional securities or to maintain cash to offset short positions. 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.

Closed-End Investment Companies

The Fund may invest in the securities of closed-end investment companies that invest primarily in foreign securities. Because of restrictions on direct investment by U.S. entities in certain countries, other investment companies may provide the most practical or only way for the Fund to invest in certain markets.

The Fund will invest in such companies when, in the adviser's judgment, the potential benefits of the investment justify the payment of any applicable premium or sales charge. Other investment companies incur their own fees and expenses.

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.

The Fund has 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 the Fund's commitments to purchase when-issued securities. If the value of these assets declines, the 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.

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 the Fund. The Fund may not invest or hold more than 15% of its net assets in illiquid securities.

Master Limited Partnerships

Master limited partnerships ("MLPs") are publicly traded partnerships primarily engaged in the transportation, storage, processing, refining, marketing, exploration, production, and mining of minerals and natural resources. Investments in securities of MLPs involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLP's general partner, cash flow risks, dilution risks and risks related to the general partner's right to require unit-holders to sell their common units at an undesirable time or price. Certain MLP securities may trade in lower volumes due to their smaller capitalizations. Accordingly, those MLPs may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without a substantial drop in price. MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns. Depending on the state of interest rates in general, the use of MLPs could enhance or harm the overall performance of the Fund. MLPs are subject to various risks related to the underlying operating companies they control, including dependence upon specialized management skills and the risk that such companies may lack or have limited operating histories. The success of the Fund's investments also will vary depending on the underlying industry represented by the MLP's portfolio.

The Fund must recognize income that it receives from underlying MLPs for tax purposes, even if the Fund does not receive cash distributions from the MLPs in an amount necessary to pay such tax liability. In addition, a percentage of a distribution received by the Fund as the holder of an MLP interest may be treated as a return of capital, which would reduce the Fund's adjusted tax basis in the interests of the MLP, which will result in an increase in the amount of income or gain (or decrease in the amount of loss) that will be recognized by the Fund for tax purposes upon the sale of any such interests or upon subsequent distributions in respect of such interests. Furthermore, any return of capital distribution received from the MLP may require the Fund to restate the character of its distributions and amend any shareholder tax reporting previously issued. MLPs do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership's income, gains, losses, deductions and expenses. A change in current tax law, or a change in the underlying business mix of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP. If any MLP in which the Fund invests were treated as a corporation for U.S. federal income tax purposes, it could result in a reduction of the value of the Fund's investment in the MLP and lower income to the Fund.

Other Investment Companies

A Fund may invest in shares of other open-end and closed-end management investment companies, including exchange-traded funds ("ETFs") and private funds registered under the 1940 Act, 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. A Fund may purchase shares of other unaffiliated investment companies to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders obtained thereunder, subject to certain conditions. 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.

ETFs 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.

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. Short sales that are not against the box occur when a Fund makes short sales of securities it does not own. A Fund's ability to enter into short sales transactions is limited by the requirements of the 1940 Act.

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.

To complete a short sale of a security that is not against the box, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at or prior to termination of the loan. The price at such time may be more or less than the price at which the security was sold by the Fund, and purchasing such security to close out a short position can itself cause the price of the security to rise further, thereby exacerbating any losses. Until the security is replaced, the Fund is required to repay the lender any dividends or interest which accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. The Fund also will incur transaction costs in effecting short sales that are not against the box.

The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will realize a gain if the price of the security declines between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or interest the Fund may be required to pay in connection with a short sale. Short sales that are not against the box involve a form of investment leverage, and the amount of the Fund's loss on such a short sale is theoretically unlimited. Under adverse market conditions, the Fund may have difficulty purchasing securities to meet its short sale delivery obligations, and may have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when it would be unfavorable to do so. If a request for return of borrowed securities occurs at a time when other short sellers of the securities are receiving similar requests, a "short squeeze" can occur, and the Fund may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. In addition, the Fund may have difficulty purchasing securities to meet its delivery obligations in the case of less liquid securities sold short by the Fund. The Fund may also take short positions in securities through various derivative products. These derivative products will typically expose the Fund to economic risks similar to those associated with shorting securities directly.

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, 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 securities 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.

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 the Prospectus entitled "Organization and Management of the Fund."

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 December 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 Fund has 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
(Born 1942)

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.
(Born 1952)

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
(Born 1949)

Trustee, since 2008
Audit Committee Chairman, 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.
(Born 1939)

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
(Born 1950)

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
(Born 1953)

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
(Born 1951)

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
(Born 1943)

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
(Born 1940)

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

Length of service dates reflect the Trustee's commencement of service with the Trust's predecessor entities, where applicable.

 

Name and Year of Birth

Position Held with Registrant/Length of Service

Principal Occupation(s) During Past 5 Years

OFFICERS

Karla M. Rabusch
(Born 1959)

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
(Born 1974)

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
(Born 1967)

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
(Born 1960)

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
(Born 1964)

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
(Born 1975)

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.

Currently serves as Treasurer to the Allocation Funds, Alternative 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.
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.

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.

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.

Board of Trustees - Leadership Structure and Oversight Responsibilities
Overall responsibility for oversight of the Trust and the Fund rests with the Board of Trustees. The Board has engaged Funds Management to manage the Fund 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 may hold 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 the Fund, in light of the 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 in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Trust.

The Fund and Trust 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 Fund's 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 Fund and Trust 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 Fund 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.

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 held no meetings during the most recently completed fiscal year for the Fund because the Fund did not begin operations until on or around the date of this SAI. 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 held no meetings during the most recently completed fiscal year for the Fund because the Fund did not begin operations until on or around the date of this SAI. 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 held no meetings during the most recently completed fiscal year for the Fund because the Fund did not begin operations until on or around the date of this SAI.

(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 not comply with the Thresholds, the Dividend Committee must review and approve, as it deems appropriate, such determination. The Dividend Committee is composed of three Independent Trustees and did not meet during the Fund's most recently completed fiscal year because the Fund did not begin operations until on or around the date of this SAI.

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. The Fund has not yet paid compensation to the Trustees because the Fund did not begin operations until on or around the date of this SAI.

The below table lists the compensation estimated to be paid to each Trustee by the Fund for the fiscal period ending July 31, 2015 and the total compensation paid to each Trustee by the Fund Complex for the calendar year ended December 31, 2013:

 

Trustee Compensation

Trustee

Estimated Compensation From the Fund for the Fiscal Period Ending July 31, 2015

Total Compensation from the Fund Complex for the Calendar Year Ending December 31, 2013

Peter G. Gordon

$2,220

$299,000

Isaiah Harris, Jr.

$1,884

$254,000

Judith M. Johnson

$2,108

$284,000

Leroy Keith, Jr.

$1,884

$254,000

David F. Larcker

$1,884

$252,500

Olivia S. Mitchell

$1,884

$254,000

Timothy J. Penny

$1,929

$260,000

Michael S. Scofield

$1,884

$254,000

Donald C. Willeke

$1,884

$254,000

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 Fund 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
Calendar Year Ended December 31, 2013

Trustee

Dollar Range
of Investment
in Fund

Aggregate Dollar
Range of
Equity Securities of
Fund Complex

Peter G. Gordon

$0

Over $100,000

Isaiah Harris, Jr.

$0

Over $100,000

Judith M. Johnson

$0

Over $100,000

Leroy Keith. Jr.

$0

Over $100,000

David F. Larcker

$0

Over $100,000

Olivia S. Mitchell

$0

Over $100,000

Timothy J. Penny

$0

Over $100,000

Michael S. Scofield

$0

Over $100,000

Donald C. Willeke

$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

Wells Fargo Funds Management, LLC ("Funds Management"), an indirect wholly owned subsidiary of Wells Fargo & Company and an affiliate of Wells Fargo Bank, is the adviser for the Fund. Funds Management is responsible for implementing the investment policies and guidelines for the Fund, and for supervising the sub-advisers.

Wells Fargo & Company is a diversified financial services company providing banking, insurance, investment, 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 the Fund's average daily net assets:

Fund

Fee

Alternative Strategies Fund

First $500M

1.80%

Next $500M

1.75%

Next $1B

1.70%

Next $2B

1.68%

Over $4B

1.65%

Sub-Advisers

Funds Management has engaged The Rock Creek Group, LP, an indirect majority owned subsidiary of Wells Fargo & Company and an affiliate of Funds Management ("Rock Creek"), Chilton Investment Company, LLC ("Chilton Investment Company"), Mellon Capital Management Corporation ("Mellon Capital"), Passport Capital, LLC ("Passport Capital"), Pine River Capital Management L.P. ("Pine River"), River Canyon Fund Management LLC ("River Canyon"), Sirios Capital Management, L.P. ("Sirios") and Wellington Management Company, LLP ("Wellington Management") to serve as sub-advisers to the Fund (each a  "Sub-Adviser" and, collectively, the "Sub-Advisers"). Subject to the direction of the Board and overall supervision and control of Funds Management and the Trust, Rock Creek makes recommendations regarding the selection of sub-advisers other than Rock Creek and allocates and reallocates the Fund's assets across investment strategies and Sub-Advisers. Subject to the direction of the Board and the overall supervision and control of Funds Management, Rock Creek and the Trust, each Sub-Adviser (including Rock Creek) provides day-to-day portfolio management for the Fund. Each Sub-Adviser furnishes to Funds Management periodic reports on the investment activity and performance of the Fund. Each Sub-Adviser also furnishes such additional reports and information as Funds Management and the 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.

The Fund received an exemptive order from the SEC that permits the Adviser to engage additional sub-advisers, and to enter into and materially amend an existing or future subadvisory agreement with a sub-adviser, upon the approval of the Board, without obtaining shareholder approval. The exemptive order also exempts the Fund from certain requirements applicable to the disclosure of subadvisory fees.

Additional Information Regarding Rock Creek's Ownership Structure. An affiliate of Funds Management owns a majority interest in Rock Creek and The Rock Creek Group, LLC, which serves as the general partner of Rock Creek (together with Rock Creek, the "Rock Creek Companies"). The affiliate of Funds Management has an option to acquire the remaining minority interests in the Rock Creek Companies, and the holders of the minority interests have an option to sell such interests to this affiliate if it does not exercise its acquisition option. The foregoing options are generally exercisable in the first half of calendar year 2018 (or, in limited circumstances, beforehand). If the either of the foregoing options is fully exercised and consumated in accordance with its terms, Rock Creek will become an indirect wholly owned subsidiary of Wells Fargo & Company.

For providing investment sub-advisory services to the Fund, Rock Creek is entitled to receive monthly fees at the annual rates indicated below of the Fund's average daily net assets.

Fund

Sub-Adviser

Fee

Alternative Strategies Fund

Rock Creek

First $750 million

0.720%

Next $750 million

0.620%

Over $1.5 billion

0.600%

Portfolio Managers

The following information supplements, and should be read in conjunction with, the section in the Prospectus entitled "Portfolio Managers." The information in this section is provided as of February 28, 2014 for the Fund 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 Fund on a day-to-day basis as follows:

Fund

Sub-Advisers

Portfolio Managers

Alternative Strategies Fund

Rock Creek Group

Sudhir Krishnamurthi, Ronald van der Wouden, Kenneth LaPlace

Chilton Investment Company

Richard L. Chilton, Jr.

Mellon Capital

Vassilis Dagioglu

Passport Capital

John Burbank, Tim Garry

Pine River

Brad Berning

River Canyon

Soon Pho

Sirios

John F. Brennan, Jr.

Wellington Management

Kent M. Stahl, CFA, Gregg R. Thomas, 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 Fund or any personal brokerage accounts of the Portfolio Manager(s) and their families.

 

Sudhir Krishnamurthi

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

6

Total Assets Managed

$1.75B

Number of Accounts Subject to Performance Fee

3

Assets of Accounts Subject to Performance Fee

$335M

Other Accounts

Number of Accounts

29

Total Assets Managed

$7.67B

Number of Accounts Subject to Performance Fee

6

Assets of Accounts Subject to Performance Fee

$3.035B

 

Ronald van der Wouden

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

6

Total Assets Managed

$1.75B

Number of Accounts Subject to Performance Fee

3

Assets of Accounts Subject to Performance Fee

$335M

Other Accounts

Number of Accounts

29

Total Assets Managed

$7.67B

Number of Accounts Subject to Performance Fee

6

Assets of Accounts Subject to Performance Fee

$3.035B

 

Ken LaPlace

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

1

Total Assets Managed

$460M

Number of Accounts Subject to Performance Fee

1

Assets of Accounts Subject to Performance Fee

$42M

Other Accounts

Number of Accounts

2

Total Assets Managed

$795M

Number of Accounts Subject to Performance Fee

1

Assets of Accounts Subject to Performance Fee

$230M

 

Richard L. Chilton, Jr.

Registered Investment Companies

Number of Accounts

4

Total Assets Managed

$164.20M

Number of Accounts Subject to Performance Fee

0

Assets of Accounts Subject to Performance Fee

$0

Other Pooled Investment Vehicles

Number of Accounts

16

Total Assets Managed

$1,025.79M

Number of Accounts Subject to Performance Fee

10

Assets of Accounts Subject to Performance Fee

$931.20M

Other Accounts

Number of Accounts

102

Total Assets Managed

$700.83M

Number of Accounts Subject to Performance Fee

1

Assets of Accounts Subject to Performance Fee

$303.43M

 

Vassilis Dagioglu

Registered Investment Companies

Number of Accounts

12

Total Assets Managed

1.51B

Number of Accounts Subject to Performance Fee

0

Assets of Accounts Subject to Performance Fee

$0

Other Pooled Investment Vehicles

Number of Accounts

49

Total Assets Managed

9.21B

Number of Accounts Subject to Performance Fee

5

Assets of Accounts Subject to Performance Fee

253.34M

Other Accounts

Number of Accounts

42

Total Assets Managed

4.34B

Number of Accounts Subject to Performance Fee

14

Assets of Accounts Subject to Performance Fee

2.83B

 

John Burbank

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

10

Total Assets Managed

$3.16B

Number of Accounts Subject to Performance Fee

10

Assets of Accounts Subject to Performance Fee

$3.16B

Other Accounts

Number of Accounts

2

Total Assets Managed

$153.50M

Number of Accounts Subject to Performance Fee

2

Assets of Accounts Subject to Performance Fee

$153.50M

 

Tim Garry

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

4

Total Assets Managed

$1.03B

Number of Accounts Subject to Performance Fee

4

Assets of Accounts Subject to Performance Fee

$1.03B

Other Accounts

Number of Accounts

1

Total Assets Managed

$93.32M

Number of Accounts Subject to Performance Fee

1

Assets of Accounts Subject to Performance Fee

$93.32M

 

Brad Berning

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

7

Total Assets Managed

$324.81M

Number of Accounts Subject to Performance Fee

7

Assets of Accounts Subject to Performance Fee

$324.81M

Other Accounts

Number of Accounts

0

Total Assets Managed

$0

Number of Accounts Subject to Performance Fee

0

Assets of Accounts Subject to Performance Fee

$0

 

Soon Pho

Registered Investment Companies

Number of Accounts

1

Total Assets Managed

$6.34M

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

0

Total Assets Managed

$0

Number of Accounts Subject to Performance Fee

0

Assets of Accounts Subject to Performance Fee

$0

 

John F. Brennan, Jr.

Registered Investment Companies

Number of Accounts

1

Total Assets Managed

$80.25M

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

$3.03B

Number of Accounts Subject to Performance Fee

5

Assets of Accounts Subject to Performance Fee

$3.03B

Other Accounts

Number of Accounts

0

Total Assets Managed

$0

Number of Accounts Subject to Performance Fee

0

Assets of Accounts Subject to Performance Fee

$0

 

Kent M. Stahl, CFA

Registered Investment Companies

Number of Accounts

9

Total Assets Managed

$26.53B

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

$677.98M

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

$210.00M

Number of Accounts Subject to Performance Fee

0

Assets of Accounts Subject to Performance Fee

$0

 

Gregg R. Thomas, CFA

Registered Investment Companies

Number of Accounts

9

Total Assets Managed

$26.53B

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

$677.98M

Number of Accounts Subject to Performance Fee

0

Assets of Accounts Subject to Performance Fee

$0

Other Accounts

Number of Accounts

0

Total Assets Managed

$0

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, each Sub-Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the potential conflicts associated with managing portfolios for multiple clients and are designed to ensure that all clients are treated fairly and equitably. Accordingly, security block purchases are allocated to all accounts with similar objectives in a fair and equitable manner. Furthermore, each Sub-Adviser has 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.

Rock Creek.   Rock Creek manages multiple accounts, including other collective investment vehicles, which inherently involves actual and potential conflicts of interest. In recognition, Rock Creek has implemented policies and procedures reasonably designed to ensure that all of its clients are treated fairly and that these inherent conflicts are minimized. Specific potential conflicts include:

Allocation of Investment Opportunities : Rock Creek intends to allocate investment opportunities between the Fund and any other funds and clients managed by Rock Creek, which may have different fees including incentive fees, by applying such considerations as it deems appropriate, including relative size of such entities, amount of available capital, size of existing positions in the same or similar securities, leverage and tax considerations and other factors. Although such allocations may be pro rata among the Fund and other such entities and clients, they will not necessarily be so. The Fund will not be entitled to investment priority and may not necessarily participate in every investment opportunity presented to Rock Creek. In cases where a limited amount of a security or other instrument is available for purchase, the allocation of such security, as between the Fund and any such other funds and clients, may necessarily reduce the amount thereof available for purchase by the Fund.

Access to Material Nonpublic Information : In evaluating investments, Rock Creek may receive, whether intentionally or inadvertently, material non-public information ("MNPI"). Consistent with federal securities laws and confidentiality obligations, receipt of MNPI may limit or restrict Rock Creek's ability to recommend certain investments that otherwise would be appropriate for the Fund's portfolio.

Allocation of Time : Neither Rock Creek nor its personnel are obligated to devote any specific amount of time to managing the affairs of the Fund. Rock Creek and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with the Fund and/or may involve substantial time and resources of Rock Creek and/or its personnel.

Similar Objectives and Conflicting Incentives : Rock Creek manages, and expects to continue to manage other client accounts, some of which have objectives similar to the Fund, including collective investment vehicles in which Rock Creek Group or its affiliates may have an interest, as general partner, investor, managing member, or otherwise.

Relationships with Other Sub-Advisers : Rock Creek personnel may have personal and professional relationships with personnel of the other Sub-Advisers. These relationships have the potential to influence Rock Creek's allocation among the various Sub-Advisers. Similarly, Rock Creek personnel may have personal and professional relationships with personnel of the investment managers that manage Rock Creek's other investment vehicles. These relationships have the potential to influence the manner in which Rock Creek allocates an investment among the Fund and its other investment vehicles.

Chilton Investment Company. The employees and principals of Chilton Investment Company and its affiliates are not obligated to devote their full time to the Fund, but will devote such time as Chilton Investment Company, in its sole discretion, deems necessary to carry out the operations of the Fund effectively.

Chilton Investment Company, its affiliates and their employees and principals act as investment managers for other investment funds and accounts, and may conduct any other business activities, including any business with respect to securities.

In connection with managing certain funds and accounts, Chilton Investment Company receives performance-based compensation. This may create a conflict of interest for Chilton Investment Company in rendering advice because it may have an incentive to choose riskier investments for and/or favor the funds and accounts for which it is entitled to performance-based compensation over those funds or accounts which charge only an asset-based fee. Chilton Investment Company endeavors to design, implement and consistently apply procedures, including detailed allocation procedures, to ensure that, over time, all funds and accounts are treated fairly and equitably and to prevent conflicts from unduly influencing the allocation of investment opportunities among client accounts. Further, Chilton Investment Company from time to time reviews the allocations among funds and accounts and the performance of funds and accounts in an effort to ensure that higher fee paying funds and accounts are not unfairly favored.

Certain of the employees and principals of Chilton Investment Company may acquire substantial investments in certain other investment funds managed by Chilton Investment Company and its affiliates and conflicts of interest may arise in allocating management time, services or functions among the Fund, on the one hand, and such other funds, including ones in which Chilton Investment Company's employees and/or principals may have a greater financial interest, on the other hand.

There may also be a conflict of interest in the allocation of investment opportunities among the Fund and any other investment funds or accounts (including proprietary accounts) managed by Chilton Investment Company and its affiliates. For example, there may be instances where an investment opportunity is limited or the availability of an investment at an acceptable price may be limited. Chilton Investment Company and its affiliates will attempt to allocate investment opportunities in a manner that is in the best interests of all the investment funds or accounts involved in light of the circumstances prevailing at that time and Chilton Investment Company's and its affiliates' applicable fiduciary duties. However, there can be no assurance that an investment opportunity that comes to the attention of Chilton Investment Company and its affiliates will not be allocated (i) wholly or primarily to another fund or account (including a proprietary account) managed by Chilton Investment Company or its affiliates, with the Fund being unable to participate in such investment opportunity or participating only on a limited basis, or (ii) wholly or primarily to the Fund, with any other fund or account (including a proprietary account) managed by Chilton Investment Company or its affiliates not sharing the risks of such investment.

Chilton Investment Company or its affiliates may on occasion give advice or take action with respect to other investment funds or accounts that differs from the advice given with respect to the Fund (especially where the investment policies differ). For example, the Fund could take a long position on a security while another fund or account managed by Chilton Investment Company or its affiliates, whether for hedging or other purposes, takes a short position on such security. Thus, the transactions and portfolio strategies Chilton Investment Company and its affiliates may use for other clients could conflict with the transactions and strategies employed by Chilton Investment Company in managing the Fund and affect the prices and availability of the securities and other financial instruments in which the Fund invests. Further, the Fund may, from time to time, make an investment in a company in which one or more other clients of Chilton Investment Company or its affiliates invests in a different part of the capital structure of such company. There may be instances where such a portfolio company becomes insolvent or bankrupt and where the interest of the Fund and the other clients of Chilton Investment Company and/or its affiliates conflict. It is possible that in a bankruptcy proceeding, the Fund's interest may be subordinated or otherwise adversely affected by virtue of such other clients' involvement and actions relating to its investment taken by Chilton Investment Company or its affiliates. In addition, certain principals and employees of Chilton Investment Company or its affiliates may serve on creditor or equity committees or in an advisory role for a company that is anticipating filing or has filed for protection under Chapter 11 of the U.S. Bankruptcy Code (or similar non-U.S. law). Under these circumstances, Chilton Investment Company or its affiliate may be limited in making investment decisions on behalf of the Fund if the Fund holds an interest in such company, and the Fund may be adversely affected by the actions taken by the principals or employees of Chilton Investment Company or the affiliate in connection with carrying out their duties on such committees or in such roles.

Chilton Investment Company, its affiliates or their employees or principals may come into possession of material nonpublic information (including in connection with managing other clients' accounts). The possession of such information may limit the ability of the Fund to buy or sell a security or otherwise to participate in an investment opportunity.

The Fund may participate in transactions in which Chilton Investment Company (or any of its affiliates or their employees and principals) or any shareholder is directly or indirectly interested. In connection with such transactions, the Fund, on the one hand, and Chilton Investment Company, its affiliates, their employees and principals or shareholders, on the other hand, may have conflicting interests.

Chilton Investment Company, its affiliates, their employees or principals are not prohibited from investing for their own account (although Chilton Investment Company's policies generally prohibit employees from purchasing equity securities after they join Chilton Investment Company). As a result, Chilton Investment Company, its affiliates and their employees and principals may hold positions in securities that are owned by the Fund or considered by the Fund. In such circumstances, liquidity and concentration considerations may limit Chilton Investment Company's ability to add to the position on behalf of the Fund or to dispose of the position readily.

With respect to their personal or proprietary accounts, Chilton Investment Company, its affiliates and their employees and principals might take or hold investment positions different from, or contrary to, those taken by the Fund.

Mellon Capital. It is Mellon Capital's policy to continuously evaluate the products under its management and to strive to identify potential conflicts of interest that may exist among different investment styles. Mellon Capital will adopt written policies and procedures as necessary to address any identified potential conflicts of interest regarding our diverse products and investment strategies.

Mellon Capital has adopted various policies and procedures including, but not limited to, trading operations, best execution, trade order aggregation and allocation, short sales, cross-trading, media communications, code of conduct, personal securities trading, proxy voting and purchases of securities from affiliate underwriters to help all employees and management to identify and review potential conflicts of interest among certain types of accounts. In addition, Mellon Capital utilizes several of its committees as forums for reviewing and identifying potential or actual conflicts of interest.

Passport Capital. Certain of the accounts for which Passport Capital provides investment advisory services may have performance-based fee arrangements. Such arrangements may potentially create an incentive to favor such accounts that pay a performance-based fee over other accounts, including the Fund, in the allocation of investment opportunities. Passport Capital has designed and implemented allocation procedures designed to ensure that all clients are treated fairly and equitably and to prevent this potential conflict from influencing the allocation of investment opportunities among clients.

Pine River. Pine River's portfolio managers often provide investment management services for other clients advised in the same or similar investment style as that provided to the Fund, including accounts of clients in which Pine River or its affiliated persons have a beneficial interest. Pine River may give advice and take action in the performance of its duties with respect to any of its other clients (including private funds and accounts, such as hedge funds, which pay performance fees or other higher fees to Pine River or in which a Portfolio Manager may have a personal interest in the receipt of such fees), which may be the same as or differ from the advice given, or the timing or nature of action taken, with respect to the assets of the Fund. Nothing shall be deemed to impose upon Pine River any obligation to purchase or sell for the Fund any security or other property that it purchases or sells for its own accounts or for the account of any other client. Pine River may refrain from rendering any advice or services concerning securities of companies about which Pine River's (or its affiliates') officers directors or employees possess material non-public information. Additionally, Pine River's portfolio managers may also manage funds or accounts whose investment strategies may at times be opposed to the strategy used for the Fund. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Pine River has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and equitably and that potential conflicts of interest are minimized.

River Canyon . River Canyon and its affiliates currently sponsor a number of private investment vehicles, partnerships, and companies and act as the investment adviser to registered investment companies and managed accounts, and trade on behalf of themselves and their affiliates, which may create certain conflicts of interest among River Canyon and its Clients. River Canyon may also have a conflict of interest in rendering advice to multiple Clients because the benefit from managing one Client account may exceed the benefit of managing another Client account(s) and, therefore, may provide an incentive to favor such other account(s). Moreover, if River Canyon makes investment decisions for multiple accounts at or about the same time it makes decisions for other Client accounts, Clients may be competing for the same or similar positions. River Canyon also must take into account the varying investment objectives and limitations, tax considerations, available cash, investment horizons and other factors which may affect its Clients. There can be no assurance that a single Client will receive as large an allocation in respect of limited investment opportunities as it might otherwise have absent these considerations. River Canyon's allocation policy is discussed in greater detail below.

River Canyon is not obligated by contract to buy, sell or recommend for one Client any security or other investment that may be bought, sold or recommended for other Clients or for River Canyon's own or related persons' account, but River Canyon will endeavor to fairly allocate the investment opportunity or dispose of the investment in the event of an actual conflict.

River Canyon will not enter into transactions in which it knowingly and deliberately favors itself or a single Client over another Client; however, the Adviser is given considerable discretion to trade for other accounts, and intends to do so to a significant extent.

River Canyon attempts to act in a fair and reasonable manner in allocating investment and trading opportunities among River Canyon's Clients. River Canyon's allocation procedures seek to allocate investment opportunities among the accounts over time in the fairest possible way, considering both the best interests and specific restrictions of the accounts. River Canyon intends to ensure that each investment is appropriate for each account in light of the characteristics of the specific security and the overall portfolio composition of such account. Although the allocation of investment opportunities among Clients may create potential conflicts of interest because of the interests of River Canyon or because River Canyon may receive different fees or compensation from its Clients, the allocation decisions will not be based on such interests, fees or compensation.

Within the overall parameters, consideration is given to account investment objectives, strategies and guidelines, account constraints and restrictions, account size, diversification, cash availability (including anticipated contributions and redemptions), tax issues, exposure to asset classes, ramp-up or ramp-down status, investment time horizon and other factors, including, where appropriate, the value of having round lots in the portfolio. River Canyon will not be obligated to allocate an investment opportunity across all of its Clients and may at times sell a position of an investment for one or more of its Clients, while it continues to hold the same investment for other Clients. For example, if any Client is prohibited from purchasing a particular security due to any legal or other regulatory reason, such Client will not be allocated any portion of such security irrespective of the pre-existing formula described herein. Similarly, certain River Canyon Clients may not fully participate in equity IPOs. Allocations of equity IPOs will generally be made among eligible Clients on a pro rata basis.

From time to time, River Canyon may recommend securities to one or more accounts and it or its affiliates may purchase securities for their own accounts as well. Conflicts of interest may arise among the accounts, or among River Canyon and the accounts, or as a result of some other securities investment activity or business in which one or more accounts may be engaged. In addition, River Canyon is not obligated by contract to buy, sell or recommend for an account any security or other investment that may be bought, sold or recommended for any other accounts.

On occasions where a number of accounts and affiliates are attempting to purchase the same securities, River Canyon may aggregate orders to purchase or sell securities with those of its other accounts in order to facilitate execution and minimize transaction costs. River Canyon receives no additional compensation or remuneration for such aggregation. The manner of aggregation is consistent with River Canyon's duty to seek best execution for its accounts and with the terms of its investment advisory agreements. Each account participates in aggregated orders at the average share price for each completed transaction in a security with a given broker on a given business day, with transaction costs borne by each account participating in the transaction. If all such orders cannot be fully executed under prevailing market conditions, River Canyon allocates on an equitable basis among all of its accounts the purchases or sales which can be made after taking into account the size of the order placed for the various accounts and such other factors as it deems appropriate. In some cases, this procedure may adversely affect the price paid or received by River Canyon's accounts or the size of the position obtained by such accounts. In addition, due to certain minimum investment thresholds, certain smaller accounts may not participate in all transactions. This may, over time, result in such accounts holding fewer overall positions than larger accounts.

River Canyon and its affiliates may also cause the accounts to share on a fair and equitable basis in the legal fees and other expenses it incurs in investigating and negotiating potential transactions for the accounts, whether or not such transactions are consummated .

Sirios . In addition to the Fund, Sirios also provides investment management services to other entities and clients, including collective investment vehicles, accounts held by single investors and registered funds, which may or may not utilize similar investment programs. The management of multiple clients, including but not limited to clients in which Sirios holds a beneficial interest and/or clients that pay performance-based incentive fees and/or higher aggregate fees than the Fund, could lead to inherent conflicts of interest. Sirios will devote to each client only as much of its time as is necessary or appropriate, in its judgment, to manage client activities. Sirios has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.

Wellington Management . Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Fund's managers listed in the prospectus who are primarily responsible for the day-to-day management of the Fund generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Fund. The Portfolio Managers make investment decisions for each account, including the Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Portfolio Managers may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the Fund.

A Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely impact the Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, a Portfolio Manager may purchase the same security for the Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Fund's holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Fund. Because incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Portfolio Manager. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

Wellington Management's goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm's Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management's investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional's various client mandates.

Compensation. The Portfolio Managers are compensated by the Sub-Advisers from the fees Funds Management pays the Sub-Advisers using the following compensation structure:

Rock Creek. Rock Creek's compensation plan for the Portfolio Managers includes a base salary and discretionary bonus. The base salary is generally fixed and the discretionary bonus is based on the revenues earned by the Firm from the funds managed by the Portfolio Managers. The Portfolio Managers generally participate in a Management Equity Plan that includes a profit interest based on the revenues earned by the Firm. The Portfolio Managers are also eligible for bonus payments based on their overall contribution to the firm's business.

Chilton Investment Company. Investment professionals are compensated with salary, performance bonus and, in some cases, share ownership in Chilton Investment Company. Bonuses are based on numerous factors including the profit and loss of long and short ideas contributed, the overall performance of the strategy and the firm, and consideration of a professional's long-term potential at the firm. Other employees are compensated with salary, performance bonus and, in some cases, share ownership in Chilton Investment Company. Bonuses are generally based on individual performance and the overall performance of the firm. In all categories above, a significant portion of the bonus compensation may be subject to a three year deferral period.

Mellon Capital. The primary objectives of the Mellon Capital compensation plans are to motivate and reward continued growth and profitability, attract and retain high-performing individuals critical to the on-going success of Mellon Capital, motivate and reward superior business/investment performance and create an ownership mentality for all plan participants.

The investment professionals' cash compensation is comprised primarily of a market-based base salary and (variable) incentives (cash and deferred). An investment professional's base salary is determined by the employees' experience and performance in the role, taking into account the ongoing compensation benchmark analyses. A portfolio manager's base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs. Funding for the Mellon Capital Annual and Long Term Incentive Plan is through a pre-determined fixed percentage of overall Mellon Capital profitability. Therefore, all bonus awards are based initially on Mellon Capital's financial performance. Annual incentive opportunities are pre-established for each individual, expressed as a percentage of base salary ("target awards"). These targets are derived based on a review of competitive market data for each position annually. Annual awards are determined by applying multiples to this target award. Awards are 100% discretionary. Factors considered in awards include individual performance, team performance, investment performance of the associated portfolio(s) including both short and long term returns and qualitative behavioral factors. Other factors considered in determining the award are the asset size and revenue growth/retention of the products managed. Awards are paid partially in cash with the balance deferred through the Long Term Incentive Plan.

These positions that participate in the Long Term Incentive Plan have a high level of accountability and a large impact on the success of the business due to the position's scope and overall responsibility. This plan provides for an annual award, payable in cash after a three-year cliff vesting period as well as a grant of BNY Mellon Restricted Stock for senior level roles.

Mellon Capital's portfolio managers responsible for managing mutual funds are paid by Mellon Capital and not by the mutual funds. The same methodology described above is used to determine portfolio manager compensation with respect to the management of mutual funds and other accounts. Mutual fund portfolio managers are also eligible for the standard retirement benefits and health and welfare benefits available to all Mellon Capital employees. Certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Mellon Capital provides to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of certain limits due to the tax laws. These plans are structured to provide the same retirement benefits as the standard retirement benefits. In addition, mutual fund portfolio managers whose compensation exceeds certain limits may elect to defer a portion of their salary and/or bonus under Bank of New York Mellon Deferred Compensation Plan for Employees.

Passport Capital. All investment professionals earn a base salary and are eligible for an annual discretionary bonus, which typically includes an allocation from the applicable Fund's incentive allocation. Allocations are determined by the Compensation Committee and the lead portfolio manager of the strategy or business arm. A portion of the compensation may be deferred and subject to a clawback. Typically, any carry paid must stay invested in the funds for at least one year. John Burbank does not personally retain any of the firm's management fees.

Pine River. Each portfolio manager is paid a fixed salary and is eligible to receive a performance-based bonus calculated on the basis of pre-tax returns of the funds and accounts serviced by the portfolio manager, which is typically paid in cash annually in February for services performed in the prior calendar year. Other perquisites include company-paid medical and dental premiums, HSA contributions, 401(k) matching and annual profit sharing.

Each portfolio manager receives a single blended performance-based bonus calculated pursuant to all of the funds and accounts managed on bahalf of Pine River, which performance-based bonus is considerate of strategy/fund performance, personal performance, and the overall performance of Pine River. In determining a portfolio manager's performance-based bonus with respect to services performed for Pine River's private funds and accounts, which pay incentive fees, Pine River generally pays the portfolio manager pursuant to a baseline percentage of the incentive compensation earned from the Portfolio Manager's strategy returns in that fund or account. In determining a portfolio manager's performance-based bonus with respect to services performed on bahalf of the Fund, Pine River may consider the portfolio manager's strategy returns and the amount of the Fund's assets managed by the portfolio manager. However, because the Fund does not pay Pine River any incentive fees, a portfolio manager's percentage of performance-based bonus due to services performed on behalf of the Fund will very likely be materially lower than the Portfolio Manager's performance-based bonus due to services performed on bahalf of Pine River's other private funds and accounts.

River Canyon . Managing Partners are compensated by salary and ownership/division of the profits of the firm. Employees are compensated by salary plus discretionary bonus. River Canyon has established an Equity Plan for certain investment professionals and members of senior management who have been named partners, including Mr. Soon Pho. Participants will generally receive 25% of the firm's incentive allocation and carried interest. There are currently 8 partners. Partners receive 75% of their share of incentive allocation from River Canyon's open-end funds in the relevant year, and the remaining 25% vests two years later. Partners receive 100% of their share of carried interest from River Canyon's closed-end funds as distributions are made by the applicable fund. Participants also have the right to participate in the proceeds of any capital event. No capital event is currently contemplated. Overall compensation is tied to several factors, including individual performance and River Canyon's performance. Senior employees participate in River Canyon's long term incentive program, a deferred compensation program in which a portion of compensation vests over three years and is paid at the end of five years.

Sirios . Investment professionals are compensated with a fixed base salary and a discretionary bonus based on individual and overall performance. In addition, senior investment professionals may receive a percentage of the incentive fee paid by certain clients.

Wellington Management . Wellington Management's compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. The base salary for each Portfolio Manager who is a partner of Wellington Management is generally a fixed amount that is determined by the Managing Partners of the firm.

The Portfolio Managers may also be eligible for bonus payments based on their overall contribution to Wellington Management's business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each partner of Wellington Management is eligible to participate in a partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Messrs. Stahl and Thomas are partners of the firm.

Beneficial Ownership in the Fund. 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;
$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.

 

Sub-Adviser / Portfolio Manager

Fund

Beneficial Ownership

Rock Creek / Sudhir Krishnamurthi

Alternative Strategies Fund

$0

Rock Creek / Ronald van der Wouden

Alternative Strategies Fund

$0

Rock Creek / Kenneth LaPlace

Alternative Strategies Fund

$0

Chilton Investment Company / Richard L. Chilton, Jr.

Alternative Strategies Fund

$0

Mellon Capital / Vassilis Dagioglu

Alternative Strategies Fund

$0

Passport Capital / John Burbank

Alternative Strategies Fund

$0

Passport Capital / Tim Garry

Alternative Strategies Fund

$0

Pine River / Brad Berning

Alternative Strategies Fund

$0

River Canyon / Soon Pho

Alternative Strategies Fund

$0

Sirios / John F. Brennan, Jr.

Alternative Strategies Fund

$0

Wellington Management / Kent M. Stahl, CFA

Alternative Strategies Fund

$0

Wellington Management / Gregg R. Thomas, CFA

Alternative Strategies Fund

$0

Administrator

The Trust has retained Funds Management, the adviser for the Fund, located at 525 Market Street, 12th Floor, San Francisco, CA 94105, to also serve as administrator on behalf of the Fund pursuant to an Administration Agreement. Under the Administration Agreement with the Trust, Funds Management provides, among other things: (i) general supervision of the Fund's operations, including communication, coordination, and supervision services with regard to the Fund's 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 Fund, including prospectuses, proxies and other shareholder communications; (iii) development and implementation of procedures for monitoring compliance with regulatory requirements and compliance with the Fund's investment objectives, policies and restrictions; and (iv) any other administrative services reasonably necessary for the operation of the Fund other than those services that are provided by the Fund's transfer agent, custodian, and fund accountant. Funds Management also furnishes office space and certain facilities required for conducting the Fund's business together with ordinary clerical and bookkeeping services.

In addition, Funds Management has agreed to pay all of the Fund's fees and expenses for services provided by the Fund's transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers out of the fees it receives as administrator. For providing administrative services, including paying the Fund's fees and expenses for services provided by the Fund's 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 the 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
Net Assets

% of Average
Daily
Net Assets

Average Daily Net Assets

% of Average Daily
Net Assets

Class A and Class C

First $5 billion
Next $5 billion
Over $10 billion

0.05%
0.04%
0.03%

0.26%

First $5 billion
Next $5 billion
Over $10 billion

0.31%
0.30%
0.29%

Administrator Class

First $5 billion
Next $5 billion
Over $10 billion

0.05%
0.04%
0.03%

0.10%

First $5 billion
Next $5 billion
Over $10 billion

0.15%
0.14%
0.13%

Institutional Class

First $5 billion
Next $5 billion
Over $10 billion

0.05%
0.04%
0.03%

0.08%

First $5 billion
Next $5 billion
Over $10 billion

0.13%
0.12%
0.11%

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 Fund.

The Fund offers Class C shares and has adopted a distribution plan (the "Plan") under Section 12(b) of the 1940 Act and Rule 12b-1 thereunder (the "Rule") for such shares. The Plan was adopted by the Board, including a majority of the Trustees who were not "interested persons" (as defined under the 1940 Act) of the Fund and who had no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the "Non-Interested Trustees").

Under the Plan and pursuant to the related Distribution Agreement, the Class C shares of the Fund pay the Distributor, on a monthly basis, an annual fee of 0.75% of the average daily net assets attributable to the 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. 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.

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 Non-Interested Trustees. Any Distribution Agreement related to the Plan also must be approved by such vote of the Trustees and the Non-Interested 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 the Fund or by vote of a majority of the Non-Interested 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 the 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 therefor) 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 Non-Interested Trustees.

Shareholder Servicing Agent

The Fund has approved a Shareholder Servicing Plan and has 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 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 Fund. As Custodian, State Street, among other things, maintains a custody account or accounts in the name of the 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 the Fund's investments and maintains certain books and records. As fund accountant, State Street is responsible for calculating the 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 Fund. 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 Fund on a continuous basis.

Code of Ethics

The Fund Complex, Funds Management, the Distributor and the Sub-Advisers 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. To facilitate enforcement, the codes of ethics generally require that an access person submit reports to a designated compliance person regarding personal securities transactions. The codes of ethics for the Fund Complex, the Adviser, the Distributor and the Sub-Advisers are on public file with, and are available from, the SEC.

DETERMINATION OF NET ASSET VALUE

The NAV per share for the 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 the Fund's shares.

The 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. The 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 the 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 Fund may be purchased on any day the Fund is open for business. Generally, the 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 the Fund received before the Fund's NAV calculation time, generally are processed at such time on that Business Day. Purchase orders received after the Fund's NAV calculation time generally are processed at the 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 Fund will close early. On these days, the NAV calculation time and the distribution, purchase and redemption cut-off times for the Fund 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 Fund will require, among other things, that the securities be valued on the day of purchase in accordance with the pricing methods used by the Fund and that the 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.

The 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.

The Dealer Reallowance for Purchases of Class A Shares is as Follows:

Amount of Purchase

Front-End Sales Charge as %
of Public Offering Price

Front-End Sales Charge as %
of Net Amount Invested

Dealer
Reallowance
as % of
Public
Offering
Price

Less than $50,000

5.75%

6.10%

5.00%

$50,000 - $99,999

4.75%

4.99%

4.00%

$100,000 - $249,999

3.75%

3.90%

3.00%

$250,000 - $499,999

2.75%

2.83%

2.25%

$500,000 - $999,999

2.00%

2.04%

1.75%

$1,000,000 and over 1

0.00%

0.00%

1.00%

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.

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).

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 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.

Also not included on the list above are other subsidiaries of Wells Fargo & Company who may receive revenue from the Adviser, the 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, each Sub-Adviser is responsible for the Fund's portfolio decisions and the placing of portfolio transactions. In placing orders, it is the policy of the Sub-Advisers to seek 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-Adviser generally seeks reasonably competitive spreads or commissions, the Fund will not necessarily be paying the lowest spread or commission available.

Purchases and sales of equity securities on a securities exchange are effected through broker-dealers who charge a negotiated commission for their services. Orders may be directed to any broker-dealer including, to the extent and in the manner permitted by applicable law, affiliated broker-dealers. However, the Fund and Funds Management have adopted a policy pursuant to Rule 12b- 1(h) under the 1940 Act that prohibits the Fund from directing portfolio brokerage to brokers who sell Fund shares as compensation for such selling efforts. In the over-the-counter market, securities are generally traded on a "net" basis with brokerdealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the broker-dealer. In underwritten offerings, securities are purchased at a fixed price that includes an amount of compensation to the underwriter, generally referred to as the underwriter's concession or discount.

In placing orders for portfolio securities of the Fund, each Sub-Adviser seeks to obtain 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.

A 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.

A 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 Fund.

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 Fund and its 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 Fund, 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.

Because the Fund has not commenced operations as of the date of this SAI, no history of the portfolio turnover rate is available.

Brokerage Commissions . Because the Fund has not commenced operations as of the date of this SAI, the Fund has no brokerage commissions to disclose as of the date of this SAI.

Securities of Regular Broker-Dealers . The Fund is required to identify any securities of its "regular brokers or dealers" (as defined under the 1940 Act) or of its parents that the Fund may hold at the close of its most recent fiscal year. Because the Fund has not commenced operations as of the date of this SAI, this information is not yet available since the Fund has not completed a full fiscal year of operation.

FUND EXPENSES

From time to time, Funds Management may waive fees from the Fund in whole or in part. Any such waiver will reduce expenses and, accordingly, have a favorable impact on the 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 the 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 the Fund; expenses of shareholders' meetings; expenses relating to the issuance, registration and qualification of the Fund's shares; pricing services, organizational expenses and any extraordinary expenses. Expenses attributable to the Fund are charged against Fund assets. General expenses of the Trust are allocated among all of the series of the Trust, including the Fund, in a manner proportionate to the net assets of the 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 the Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the 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, the 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 the 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, the Fund generally must make the distributions in the same year that it realizes the income and gain, although in certain circumstances, the Fund may make the distributions in the following taxable year. Shareholders generally are taxed on any distributions from the Fund in the year they are actually distributed. However, if the 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. The 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 the Fund will not be subject to U.S. federal income taxation.

Moreover, the Fund may retain for investment all or a portion of its net capital gain. If the 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. The 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, the 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 the 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. The Fund may use the so-called "equalization method" of accounting to allocate a portion of its "earnings and profits," which generally equals the Fund's undistributed investment company taxable income and net capital gain, with certain adjustments, to redemption proceeds. This method permits the Fund to achieve more balanced distributions for both continuing and redeeming shareholders. Although using this method generally will not affect the 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 the Fund, and thus the 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, the 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, the 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 the 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 the 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 Fund does not expect to distribute any such offsetting capital gain. The Fund cannot carry back or carry forward any net operating losses.

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 Fund is one 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 the 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.

Since the Fund has not commenced operations as of the date of this SAI, information relating to beneficial ownership of the Fund is not available.

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. 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 Fund 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

Since the Fund has not commenced operations as of the date of this SAI, financial highlights are not available for the Fund.

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

PART C

OTHER INFORMATION

Item 28. Exhibits

Unless otherwise indicated, each of the Exhibits listed below is filed herewith.

Number

Exhibit Description

Location

(a)

Amended and Restated Declaration of Trust

Incorporated by reference to Post-Effective Amendment No. 274, filed December 26, 2012.

(b)

Not applicable

(c)

Not applicable

(d)(1)

Amended and Restated Investment Advisory Agreement with Wells Fargo Funds Management, LLC

Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012; Schedule A, incorporated by reference to Post-Effective Amendment No. 324, filed December 24, 2013.

(d)(2)

Investment Management Agreement with Wells Fargo Funds Management, LLC (Absolute Return Fund)

Incorporated by reference to Post-Effective Amendment No. 235, filed February 29, 2012.

(d)(3)

Amended and Restated Fee and Expense Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, LLC

Incorporated by reference to Post-Effective Amendment No. 136, filed April 30, 2009; Schedule A, filed herewith

(d)(4)

Investment Sub-Advisory Agreement with Schroder Investment Management North America Inc.

Incorporated by reference to Post-Effective Amendment No. 20, filed May 1, 2001; Schedule A, incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005.

(d)(5)

Amended and Restated Investment Sub-Advisory Agreement with Wells Capital Management Incorporated

Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 310 filed on September 24, 2013.

(d)(6)

Investment Sub-Advisory Agreement with RCM Capital Management LLC (formerly Dresdner RCM Global Investors, LLC) and Novation of Sub-Advisory Agreement substituting Allianz Global Investors, U.S. LLC for RCM Capital Management LLC

Incorporated by reference to Post-Effective Amendment No. 32, filed February 8, 2002; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 307, filed July 26, 2013; Novation of Sub-Advisory Agreement, incorporated by reference to Post-Effective Amendment No. 307, filed July 26, 2013.

(d)(7)

Investment Sub-Advisory Agreement with Global Index Advisors, Inc.

Incorporated by reference to Post-Effective Amendment No. 93, filed June 26, 2006. Appendix A and Appendix B, incorporated by reference to Post-Effective Amendment No. 194, filed April 1, 2011.

(d)(8)

Investment Sub-Advisory Agreement with LSV Asset Management

Incorporated by reference to Post-Effective Amendment No. 147, filed January 28, 2010; Appendix A and Appendix B, incorporated by reference to Post-Effective Amendment No. 156, filed April 30, 2010.

(d)(9)

Investment Sub-Advisory Agreement with Cooke & Bieler, L.P.

Incorporated by reference to Post-Effective Amendment No. 74, filed July 26, 2004; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 295, filed April 23, 2013.

(d)(10)

Sub-Advisory Agreement with Phocas Financial Corporation

Incorporated by reference to Post-Effective Amendment No. 122, filed March 21, 2008.

(d)(11)

Amended and Restated Sub-Advisory Agreement with First International Advisors, LLC

Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.

(d)(12)

Amended and Restated Sub-Advisory Agreement with Metropolitan West Capital Management, LLC

Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.

(d)(13)

Amended and Restated Sub-Advisory Agreement with Golden Capital Management, LLC

Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.

(d)(14)

Sub-Advisory Agreement with Crow Point Partners, LLC

Incorporated by reference to Post-Effective Amendment No. 169, filed July 16, 2010.

(d)(15)

Sub-Advisory Agreement with Artisan Partners, LP

Filed herewith.

(d)(16)

Amended and Restated Sub-Advisory Agreement with Wells Fargo Bank, N.A. d/b/a Wells Capital Management Singapore

Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.

(d)(17)

Sub-Advisory Agreement with The Rock Creek Group, LP

Filed herewith.

(d)(18)

Sub-Advisory Agreement with Chilton Investment Company, LLC

Filed herewith.

(d)(19)

Sub-Advisory Agreement with Mellon Capital Management Corporation

Filed herewith.

(d)(20)

Sub-Advisory Agreement with Passport Capital, LLC

Filed herewith.

(d)(21)

Sub-Advisory Agreement with River Canyon Fund Management LLC

Filed herewith.

(d)(22)

Sub-Advisory Agreement with Sirios Capital Management, L.P.

Filed herewith.

(d)(23)

Sub-Advisory Agreement with Wellington Management Company, LLP

Filed herewith.

(d)(24)

Sub-Advisory Agreement with Pine River Capital Management L.P.

Filed herewith.

(e)

Distribution Agreement with Wells Fargo Funds Distributor, LLC

Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.

(f)

Not applicable

(g)(1)

Securities Lending Agency Agreement by and among Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Funds Management, LLC and Goldman Sachs Bank USA

Incorporated by reference to Post-Effective Amendment No. 163, filed June 28, 2010; Fifth Amendment incorporated by reference to Post-Effective Amendment No. 174, filed October 27, 2010; Schedule 2, First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Sixth Amendment incorporated by reference to Post-Effective Amendment No. 177, filed January 28, 2011; Seventh Amendment, incorporated by reference to Post-Effective Amendment No. 200, filed June 24, 2011; Eighth Amendment incorporated by reference to Post-Effective Amendment No. 237 filed March 16, 2012; Ninth Amendment incorporated by reference to Post-Effective Amendment No. 274, filed December 26, 2012; Tenth Amendment, incorporated by reference to Post-Effective Amendment No. 295, filed April 23, 2013; Eleventh Amendment, incorporated by reference to Post-Effective Amendment No. 310 filed on September 24, 2013. Appendix A, incorporated by reference to Post-Effective Amendment No. 310 filed on September 24, 2013.

(g)(2)

Master Custodian Agreement with State Street Bank and Trust Company

Incorporated by reference to Post-Effective Amendment No. 139, filed September 28, 2009; Appendix A, incorporated by reference to Post-Effective Amendment No. 324, filed December 24, 2013.

(h)(1)

Administration Agreement with Wells Fargo Funds Management, LLC

Incorporated by reference to Post-Effective Amendment No. 65, filed August 15, 2003; Schedule A and Appendix A, incorporated by reference to Post-Effective Amendment No. 324, filed December 24, 2013.

(h)(2)

Transfer Agency and Service Agreement with Boston Financial Data Services, Inc.

Incorporated by reference to Post-Effective Amendment No. 92, filed May 1, 2006; Schedule A, incorporated by reference to Post-Effective Amendment No. 324, filed December 24, 2013.

(h)(3)

Shareholder Servicing Plan

Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.

(h)(4)

Administrative and Shareholder Servicing Agreement, Form of Agreement

Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.

(i)

Legal Opinion

Filed herewith.

(j)(A)

Consent of Independent Auditors

Filed herewith.

(j)(1)

Power of Attorney, Peter G. Gordon

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(2)

Power of Attorney, Timothy J. Penny

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(3)

Power of Attorney, Donald C. Willeke

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(4)

Power of Attorney, Karla M. Rabusch

Incorporated by reference to Post-Effective Amendment No. 72, filed June 30, 2004.

(j)(5)

Power of Attorney, Olivia S. Mitchell

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(6)

Power of Attorney, Judith M. Johnson

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(7)

Power of Attorney, Isaiah Harris, Jr.

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(8)

Power of Attorney, David F. Larcker

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(9)

Power of Attorney, Michael S. Scofield

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(10)

Power of Attorney, Leroy J. Keith, Jr.

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(j)(11)

Power of Attorney, Nancy Wiser

Incorporated by reference to Post-Effective Amendment No. 254, filed September 4, 2012.

(j)(12)

Power of Attorney, Jeremy DePalma

Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.

(k)

Not applicable

(l)

Not applicable

(m)

Distribution Plan

Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.

(n)

Rule 18f-3 Multi-Class Plan

Incorporated by reference to Post-Effective Amendment No. 255, filed September 12, 2012; Appendix A, incorporated by reference to Post-Effective Amendment No. 324, filed December 24, 2013.

(o)

Not applicable

(p)(1)

Joint Code of Ethics for Asset Allocation Trust, Wells Fargo Advantage Global Dividend Opportunity Fund, Wells Fargo Advantage Income Opportunities Fund, Wells Fargo Advantage Multi-Sector Income Fund, Wells Fargo Advantage Utilities & High Income Fund, Wells Fargo Funds Trust, Wells Fargo Master Trust, and Wells Fargo Variable Trust

Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.

(p)(2)

Joint Code of Ethics for Wells Fargo Funds Management, LLC and Wells Fargo Funds Distributor, LLC

Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.

(p)(3)

Allianz Global Investors U.S. LLC (formerly RCM Capital Management, LLC) Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.

(p)(4)

Schroder Investment Management North America Inc. Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 320, filed November 22, 2013.

(p)(5)

Joint Code of Ethics of Wells Capital Management Incorporated and Wells Fargo Bank N.A. d/b/a Wells Capital Management Singapore

Incorporated by reference to Post-Effective Amendment No. 255, filed September 12, 2012.

(p)(6)

LSV Asset Management Code of Ethics and Personal Trading Policy

Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.

(p)(7)

Cooke & Bieler, L.P. Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.

(p)(8)

Artisan Partners Limited Partnership Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 310 filed on September 24, 2013.

(p)(9)

Global Index Advisors, Inc. Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 200, filed June 24, 2011.

(p)(10)

Phocas Financial Corporation, Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.

(p)(11)

First International Advisors, LLC Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 200, filed June 24, 2011.

(p)(12)

Metropolitan West Capital Management, LLC Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.

(p)(13)

Golden Capital Management, LLC Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 274, filed December 26, 2012.

(p)(14)

Crow Point Partners, LLC Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 200, filed June 24, 2011.

(p)(15)

The Rock Creek Group, LP Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.

(p)(16)

Chilton Investment Company, LLC Code of Ethics

Filed herewith.

(p)(17)

Mellon Capital Management Corporation Code of Ethics

Filed herewith.

(p)(18)

Passport Capital, LLC Code of Ethics

Filed herewith.

(p)(19)

River Canyon Fund Management LLC Code of Ethics

Filed herewith.

(p)(20)

Sirios Capital Management, L.P. Code of Ethics

Filed herewith.

(p)(21)

Wellington Management Company, LLP Code of Ethics

Filed herewith.

(p)(22)

Pine River Capital Management L.P. Code of Ethics

Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.

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.

(v) Pine River Capital Management L.P. ("Pine River") serves as sub-adviser for various funds of the Trust. The descriptions of Pine River 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 Pine River 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
Wells Fargo Funds Management, LLC
525 Market Street, 12th Floor
San Francisco, CA 94105

Chairman of the Board

President

Wayne Badorf
Wells Fargo Funds Distributor, LLC
525 Market Street, 12th Floor
San Francisco, CA 94105

Director, President

None

A. Erdem Cimen
Wells Fargo Funds Management, LLC
525 Market Street, 12th Floor
San Francisco, CA 94105

Director, Financial Operations Officer (FINOP)

None

Samuel H. Hom
Wells Fargo Funds Distributor, LLC
525 Market Street, 12th Floor
San Francisco, CA 94105

Anti-Money Laundering Compliance Officer

Anti-Money Laundering Compliance Officer

Andrew Owen
Wells Fargo Funds Management, LLC
525 Market Street, 12th Floor
San Francisco, CA 94105

Director

Assistant Secretary

Debra Ann Early
Wells Fargo Funds Distributor, LLC
525 Market Street, 12th Floor
San Francisco, CA 94105

Chief Compliance Officer

Chief Compliance Officer

Michael H. Koonce
Wells Fargo Bank, N.A.
200 Berkeley Street, 21st Floor
Boston, MA 02116

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.

(aa) Pine River Capital Management L.P. maintains all Records relating to its services as investment sub-adviser at 601 Carlson Parkway Suite, 330, Minnetonka, MN 55305.

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 28th day of March, 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. 341 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
Peter G. Gordon*
Trustee

/s/ Isaiah Harris, Jr.
Isaiah Harris, Jr.*
Trustee

/s/ Judith M. Johnson
Judith M. Johnson*
Trustee

/s/ David F. Larcker
David F. Larcker*
Trustee

/s/ Olivia S. Mitchell
Olivia S. Mitchell*
Trustee

/s/ Timothy J. Penny
Timothy J. Penny*
Trustee

/s/ Donald C. Willeke
Donald C. Willeke*
Trustee

/s/ Michael S. Scofield
Michael S. Scofield*
Trustee

/s/ Leroy J. Keith, Jr.
Leroy J. Keith, Jr.*
Trustee

/s/ Karla M. Rabusch
Karla M. Rabusch*
President
(Principal Executive Officer)

/s/ Jeremy M. DePalma
Jeremy M. DePalma*
Treasurer
(Principal Financial Officer)

*By: /s/ C. David Messman
C. David Messman
As Attorney-in-Fact
March 28, 2014

 

Exhibit No.

Exhibits

(d)(3)

Schedule A to Fee and Expense Agreement

(d)(15)

Sub-Advisory Agreement with Artisan Partners, LP

(d)(17)

Sub-Advisory Agreement with The Rock Creek Group, LP

(d)(18)

Sub-Advisory Agreement with Chilton Investment Company, LLC

(d)(19)

Sub-Advisory Agreement with Mellon Capital Management Corporation

(d)(20)

Sub-Advisory Agreement with Passport Capital, LLC

(d)(21)

Sub-Advisory Agreement with River Canyon Fund Management LLC

(d)(22)

Sub-Advisory Agreement with Sirios Capital Management, L.P.

(d)(23)

Sub-Advisory Agreement with Wellington Management Company, LLP

(d)(24)

Sub-Advisory Agreement with Pine River Capital Management L.P.

(i)

Legal Opinion

(j)(A)

Consent of Independent Auditors

(p)(16)

Chilton Investment Company, LLC Code of Ethics

(p)(17)

Mellon Capital Management Corporation Code of Ethics

(p)(18)

Passport Capital, LLC Code of Ethics

(p)(19)

River Canyon Fund Management LLC Code of Ethics

(p)(20)

Sirios Capital Management, L.P. Code of Ethics

(p)(21)

Wellington Management Company, LLP Code of Ethics

SCHEDULE A

FEE AND EXPENSE AGREEMENT

WELLS FARGO FUNDS TRUST

 

(Capped Operating Expense Ratios)

 

FUNDS/CLASSES

Capped Operating

Expense Ratio

 

Expiration / Renewal Date

Absolute Return Fund 1

Class A

Class C

Administrator Class

Institutional Class

 

0.80%

1.55%

0.60%

0.35%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Adjustable Rate Government Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

0.74%

1.49%

1.49%

0.60%

0.46%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

Alternative Strategies Fund 2

Class A

Class C

Administrator Class

Institutional Class

 

2.50%

3.25%

2.35%

2.25%

 

November 30, 2015

November 30, 2015

November 30, 2015

November 30, 2015

Asia Pacific Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

1.60%

2.35%

1.40%

1.25%

1.65%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Asset Allocation Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

 

0.87%

1.62%

1.62%

1.12%

0.64%

0.44%

 

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

C&B Large Cap Value Fund

Class A

Class B

Class C

Administrator Class

            Institutional Class

Investor Class

 

1.15%

1.90%

1.90%

0.95%

0.70%

1.20%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

C&B Mid Cap Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

 

1.20%

1.95%

1.95%

1.15%

0.90%

1.25%

 

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

California Limited-Term Tax-Free Fund

Class A

Class C

Administrator Class

 

0.80%

1.55%

0.60%

 

October 31, 2014

October 31, 2014

October 31, 2014

California Municipal Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

 

0.65%

0.30%

0.20%

0.45%

1.00%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

California Tax-Free Fund

Class A

Class B

Class C

Administrator Class

 

0.75%

1.50%

1.50%

0.55%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Capital Growth Fund

            Class A

Class C

Class R4

Class R6

Administrator Class

            Institutional Class

            Investor Class

 

1.11%

1.86%

0.75%

0.60%

0.90%

0.65%

1.17%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Cash Investment Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

 

0.35%

0.20%

0.13%

0.50%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

Colorado Tax-Free Fund

Class A

Class B

Class C

            Administrator Class

 

0.85%

1.60%

1.60%

0.60%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Common Stock Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

 

1.26%

2.01%

2.01%

0.85%

1.10%

0.90%

1.29%

 

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

Conservative Income Fund

Institutional Class

 

0.27%

 

December 31, 2014

Core Bond Fund

Class A

Class B

Class C

Class R

Class R4

Class R6         

Administrator Class

            Institutional Class

            Investor Class

 

0.78%

1.53%

1.53%

1.03%

0.70%

0.52%

0.37%

0.42%

0.81%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

Disciplined U.S. Core Fund

Class A

Class C

Administrator Class

Institutional Class

 

0.92%

1.67%

0.74%

0.48%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Discovery Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

 

1.22%

1.97%

0.84%

1.15%

0.89%

1.28%

 

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

Diversified Capital Builder Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

1.20%

1.95%

1.95%

0.95%

0.78%

 

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

Diversified Equity Fund

Class A

Class B

Class C

Administrator Class

 

1.25%

2.00%

2.00%

1.00%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

Diversified Income Builder Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

1.08%

1.83%

1.83%

0.90%

0.71%

 

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

Diversified International Fund

            Class A

            Class B

            Class C

            Administrator Class

Institutional Class

Investor Class

 

1.41%

2.16%

2.16%

1.25%

0.99%

1.46%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Dow Jones Target Today Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.81%

1.56%

1.56%

1.06%

0.45%

0.30%

0.65%
0.86%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2010 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.83%

1.58%

1.58%

1.08%

0.47%

0.32%

0.67%
0.88%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2015 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.84%

1.09%

0.48%

0.33%

0.68%

0.89%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2020 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.86%

1.61%

1.61%

1.11%

0.50%

0.35%

0.70%
0.91%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2025 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.86%

1.11%

0.50%

0.35%

0.70%

0.91%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2030 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

9.87%

1.62%

1.62%

1.12%

0.51%

0.36%

0.71%
0.92%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2035 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.88%

1.13%

0.52%

0.37%

0.72%

0.93%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2040 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.88%

1.63%

1.63%

1.13%

0.52%

0.37%

0.72%
0.93%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2045 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.88%

1.13%

0.52%

0.37%

0.72%

0.93%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2050 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.88%

1.63%

1.13%

0.52%

0.37%

0.72%

0.93%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Dow Jones Target 2055 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

 

0.88%

1.13%

0.52%

0.37%

0.72%

0.93%

 

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

June 30, 2015

Emerging Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

1.37%

2.12%

1.20%

0.90%

1.43%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

Emerging Markets Equity Fund 3

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

 

1.70%

2.45%

2.45%

1.18%

1.50%

1.25%

 

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

Emerging Markets Equity Income Fund

Class A

Class C

Administrator Class

Institutional Class

 

1.65%

2.40%

1.45%

1.25%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Emerging Markets Equity Select Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

 

1.65%

2.40%

1.15%

1.45%

1.20%

 

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

Emerging Markets Local Bond Fund

Class A

Class C

Administrator Class

Institutional Class

 

1.23%

1.98%

1.10%

0.90%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Endeavor Select Fund

            Class A

            Class B

            Class C

            Administrator Class

            Institutional Class

 

1.25%

2.00%

2.00%

1.00%

0.80%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Enterprise Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

 

1.18%

1.93%

1.93%

1.10%

0.85%

1.24%

 

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

Global Opportunities Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

1.55%

2.30%

2.30%

1.40%

1.15%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Government Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

 

0.65%

0.35%

0.20%

0.50%

1.00%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

Government Securities Fund 4

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

 

0.87%

1.62%

1.62%

0.64%

0.48%

0.90%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

1.21%

1.96%

0.96%

0.75%

1.27%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Growth Balanced Fund

Class A

Class B

Class C

Administrator Class

 

1.20%

1.95%

1.95%

0.95%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

Heritage Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

 

0.35%

0.20%

0.13%

0.43%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

High Income Fund

Class A

Class B

Class C           

Administrator Class

            Institutional Class

Investor Class

 

0.90%

1.65%

1.65%

0.80%

0.50%

0.93%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

High Yield Bond Fund

Class A

Class B

Class C

Administrator Class

 

1.03%

1.78%

1.78%

0.80%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

High Yield Municipal Bond Fund

Class A

Class C

Administrator Class

Institutional Class

 

0.85%

1.60%

0.75%

0.60%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Income Plus Fund 5

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

 

0.87%

1.62%

1.62%

0.72%

0.58%

0.88%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

Index Asset Allocation Fund

Class A

Class B

Class C

Administrator Class

 

1.15%

1.90%

1.90%

0.90%

 

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

Index Fund

Class A

Class B

Class C

Administrator Class

Investor Class

 

0.56%

1.31%

1.31%

0.25%

0.45%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

Inflation-Protected Bond Fund

Class A

Class B

Class C

Administrator Class

 

0.85%
1.60%
1.60%
0.60%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

Intermediate Tax/AMT-Free Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

0.70%

1.45%

0.60%

0.42%

0.73%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

International Bond Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

 

1.03%

1.78%

1.78%

0.65%

0.85%

0.70%

 

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

International Equity Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

 

1.09%

1.84%

1.84%

1.34%

1.09%

0.84%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

International Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

1.50%

2.25%

2.25%

1.25%

1.05%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

Intrinsic Small Cap Value Fund 6

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

1.45%

2.20%

1.20%

1.00%

1.49%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Intrinsic Value Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

 

1.16%

1.91%

1.91%

1.41%

0.80%

0.65%

0.95%

0.70%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Intrinsic World Equity Fund

Class A

Class C

Administrator Class

Institutional Class

 

1.40%

2.15%

1.15%

0.95%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Large Cap Core Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

1.14%

1.89%

0.90%

0.66%

1.20%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Large Cap Growth Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

 

1.07%

1.82%

1.32%

0.75%

0.60%

0.95%

0.65%

1.13%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Large Company Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

1.10%

1.85%

0.85%

0.65%

1.16%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Minnesota Tax-Free Fund

Class A

Class B

Class C

Administrator Class

 

0.85%

1.60%

1.60%

0.60%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Moderate Balanced Fund
Class A
Class B
Class C

Administrator Class

 

1.15%
1.90%
1.90%

0.90%

 

September 30, 2014
September 30, 2014
September 30, 2014

September 30, 2014

Money Market Fund

Class A

Class B

Class C

Daily Class

Investor Class

Service Class

 

0.70%

1.45%

1.45%

1.00%

0.65%

0.50%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

 

0.75%

1.50%

1.50%

0.60%

0.48%

0.78%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Municipal Cash Management Money Market Fund

Administrator Class

Institutional Class

Service Class

 

0.30%

0.20%

0.45%

 

May 31, 2014

May 31, 2014

May 31, 2014

Municipal Money Market Fund

Class A

Institutional Class

Investor Class

Service Class

Sweep Class

 

0.65%

0.20%

0.64%

0.45%

1.00%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

National Tax-Free Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

 

0.65%

0.30%

0.20%

0.45%

1.00%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

North Carolina Tax-Free Fund

Class A

Class C

Institutional Class

 

0.85%

1.60%

0.54%

 

October 31, 2014

October 31, 2014

October 31, 2014

Omega Growth Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

 

1.30%

2.05%

2.05%

1.55%

1.05%

0.80%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Opportunity Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

 

1.22%

1.97%

1.97%

1.00%

0.75%

1.28%

 

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

January 31, 2014

Pennsylvania Tax-Free Fund

Class A

Class B

Class C

Institutional Class

 

0.74%

1.49%

1.49%

0.49%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Precious Metals Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

1.09%

1.84%

1.84%

0.95%

0.79%

 

July 31, 2014

July 31, 2014

July 31, 2014

July 31, 2014

July 31, 2014

Premier Large Company Growth Fund

Class A

Class B

Class C

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

 

1.12%

1.87%

1.87%

0.80%

0.65%

0.95%

0.70%

1.18%

 

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

November 30, 2014

Short Duration Government Bond Fund

Class A

Class B

Class C

Class R6         

Administrator Class

            Institutional Class

 

0.78%

1.53%

1.53%

0.37%

0.60%

0.42%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

Short-Term Bond Fund 7

Class A

Class C

Institutional Class

Investor Class

 

0.80%

1.55%

0.48%

0.81%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

Short-Term High Yield Bond Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

0.81%

1.56%

0.65%

0.50%

0.84%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

Short-Term Municipal Bond Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

0.60%

1.35%

0.60%

0.40%

0.63%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Small Cap Opportunities Fund

Administrator Class

 

1.20%

 

February 28, 2014

Small Cap Value Fund 8

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

 

1.30%

2.05%

2.05%

0.85%

1.10%

0.90%

1.33%

 

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

February 28, 2015

Small Company Growth Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

1.40%
2.15%
2.15%

1.20%

0.95%

 

September 30, 2014
September 30, 2014
September 30, 2014
September 30, 2014

September 30, 2014

Small Company Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class


1.40%

2.15%

2.15%

1.20%

1.00%

 

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

September 30, 2014

Small/Mid Cap Value Fund 9

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

1.40%

2.15%

1.15%

0.95%

1.46%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Special Mid Cap Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

 

1.25%

2.00%

0.82%

1.14%

0.87%

1.31%

 

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

January 31, 2015

Special Small Cap Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

1.34%

2.09%

2.09%

1.09%

0.94%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Specialized Technology Fund

Class A

Class B

Class C

Administrator Class

Investor Class

 

1.55%

2.30%

2.30%

1.40%

1.58%

 

July 31, 2014

July 31, 2014

July 31, 2014

July 31, 2014

July 31, 2014

Strategic Income Fund

Class A

Class C

Administrator Class

Institutional Class

 

0.90%

1.65%

0.75%

0.60%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Strategic Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

0.82%

1.57%

1.57%

0.68%

0.48%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Traditional Small Cap Growth Fund

Class A

Class C

Administrator Class

Institutional Class

 

1.33%

2.08%

1.20%

0.98%

 

February 28, 2014

February 28, 2014

February 28, 2014

February 28, 2014

Treasury Plus Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

 

0.65%

0.35%

0.20%

0.45%

1.00%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

Ultra Short-Term Income Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

0.70%

1.45%

0.55%

0.35%

0.73%

 

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

December 31, 2014

Ultra Short-Term Municipal Income Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

 

0.67%

1.42%

0.60%

0.37%

0.70%

 

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

October 31, 2014

Utility & Telecommunications Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

 

1.14%

1.89%

1.89%

0.95%

0.78%

 

July 31, 2014

July 31, 2014

July 31, 2014

July 31, 2014

July 31, 2014

WealthBuilder Conservative Allocation Portfolio

1.50%

September 30, 2014

WealthBuilder Equity Portfolio

1.50%

September 30, 2014

WealthBuilder Growth Allocation Portfolio

1.50%

September 30, 2014

WealthBuilder Growth Balanced Portfolio

1.50%

September 30, 2014

WealthBuilder Moderate Balanced Portfolio

1.50%

September 30, 2014

WealthBuilder Tactical Equity Portfolio

1.50%

September 30, 2014

Wisconsin Tax-Free Fund

Class A

Class C

Investor Class

 

0.70%

1.45%

0.73%

 

October 31, 2014

October 31, 2014

October 31, 2014

100% Treasury Money Market Fund

Class A

Administrator Class

Service Class

Sweep Class

 

0.65%

0.30%

0.50%

1.00%

 

May 31, 2014

May 31, 2014

May 31, 2014

May 31, 2014

 

Most Recent Annual Approval: March 29, 2013

Schedule A amended: December 1, 2013


The foregoing schedule of capped operating expense ratios is agreed to as of December 1, 2013 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


As of May 18, 2004

 

Amended and Restated Fee and Expense Agreement

Schedule B

 

 

WELLS FARGO FUNDS TRUST

Not Subject to Capped Operating Expense Ratios

 

Name of Fund/Class

Date of Removal from Schedule A

 

 

 

 

 

 

 

 

 

 

 

1.  Effective February 1, 2014, the capped operating expense ratio for the Absolute Return Fund will be: Class A 0.76%; Class C 1.51%; Administrator Class 0.57%; and Institutional Class 0.33%.  The expiration dates for all share classes will be January 31, 2015.

2.   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.   Reference is made to that certain Investment Sub-Advisory Agreement among the Trust, on behalf of the Alternative Strategies Fund, the Adviser and The Rock Creek Group, LP (“Rock Creek”), as a sub-adviser to the Alternative Strategies Fund, pursuant to which Rock Creek is authorized to invest, from time to time, a portion of the Alternative Strategies Fund’s assets (“Rock Creek Portion”) in shares of registered investment companies (each such company, other than a money market Fund, an “Underlying Fund”).  The provisions of Section 3 of the Amended and Restated Fee Agreement (the “Fee Agreement”) to which this Schedule A relates shall apply to the Capped Operating Expense Ratios of the respective share classes of the Alternative Strategies Fund stated in the table above (the “Baseline Capped Operating Expense Ratios”).  In addition to the foregoing, to the extent that the Rock Creek Portion invests in securities of any Underlying Fund, the Adviser also hereby agrees to additionally waive any advisory fees payable to it under the Investment Advisory Agreement, additionally waive any administration fees payable to it under the Administration Agreement, and/or additionally reimburse other expenses of the Funds or a class in an amount equal to the fees of such Underlying Fund held in the Rock Creek Portion (which shall be calculated based on the net operating expense ratio of the relevant share class of such Underlying Fund contained in the Underlying Fund’s most recently published annual or semi-annual report) (such additional waivers, the “Rock Creek Underlying Fund Waivers”); provided, however, notwithstanding the provisions of Section 3 of the Fee Agreement, the amount of the Rock Creek Underlying Fund Waivers, if any,  may increase or decrease from time to time without notice to, or approval by, the Board, so long as: (i) the initial term and renewal of the Adviser’s commitment to make the Rock Creek Underlying Fund Waivers remain subject to the provisions of Section 3 of the Fee Agreement, and (ii) the Baseline Capped Operating Expense Ratios remain subject to the provisions of Section 3 of the Fee Agreement.

3. Effective March 1, 2014, the capped operating expense ratios for the following classes of the Emerging Markets Equity Fund will be: Class A 1.67%, Class B 2.42%, Class C 2.42% and Institutional Class 1.23%.  The expiration dates for these classes will be February 28, 2015.

4.   Effective January 1, 2014, the capped operating expense ratios for the following classes of the Government Securities Fund will be: Class A 0.85%, Class B 1.60%, Class C 1.60% and Investor Class 0.88%.  The expiration dates for these share classes will be December 31, 2014.

5.   Effective January 1, 2014, the capped operating expense ratios for the following classes of the Income Plus Fund will be: Class A 0.84%, Class B 1.59%, Class C 1.59%, and Investor Class 0.85%.  The expiration dates for these classes will be December 31, 2014.

6.   Effective March 1, 2014, the capped operating expense ratios for the following classes of the Intrinsic Small Cap Value Fund will be: Class A 1.40%; Class C 2.15%; and Investor Class 1.46%.  The expiration date for these classes will be February 28, 2015.

7.   Effective January 1, 2014, the capped operating expense ratios for the following classes of the Short-Term Bond Fund will be: Class A 0.77%; Class B 1.52%; Class C 1.52%; and Investor Class 0.78%.  The expiration date for these classes will be December 31, 2014.

8.   Effective March 1, 2014, the capped operating expense ratio for the Investor Class of the Small Cap Value Fund will be 1.31% with an expiration date of February 28, 2015.

9.   Effective March 1, 2014, the capped operating expense ratios for the following classes of the Small/Mid Cap Value Fund will be: Class A 1.35%; Class C 2.10%; and Investor Class 1.41%.  The expiration date for these classes will be February 28, 2015.

SUB-ADVISORY AGREEMENT

BETWEEN WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC AND

ARTISAN PARTNERS LIMITED PARTNERSHIP

 

            This AGREEMENT is made as of this 12 th day of March, 2014, between Wells Fargo Funds Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, and Artisan Partners Limited Partnership (the “Sub-Adviser”), a Limited Partnership organized under the laws of the State of Delaware, with its principal place of business at 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202.

 

            WHEREAS , the Adviser and the Sub-Adviser are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

 

WHEREAS, the Trust is engaged in business as an open-end investment company with one or more series of shares and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003, between the Adviser and the Trust (the “Advisory Agreement”);

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement, wishes to retain the Sub-Adviser, and the Trust’s Board has approved the retention of the Sub-Adviser, to provide investment advisory services to each series of the Trust listed in Appendix A hereto as it may be amended from time to time (each a “Fund” and collectively the “Funds”), and the Sub-Adviser is willing to provide those services on the terms and conditions set forth in this Agreement; and

 

WHEREAS , this Agreement replaces a prior sub-advisory agreement that terminated because of a change of control of the Sub-Adviser;

 

            NOW THEREFORE, the Trust, the Adviser and Sub-Adviser agree as follows:

 

            Section 1.  Appointment of Sub-Adviser.  The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act and the Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.

 

Subject to the direction and control of the Board, the Adviser manages the investment and reinvestment of the assets of the Fund and provides for certain management and other services as specified in the Advisory Agreement.

 

            Subject to the direction and control of the Board and the Adviser, the Sub-Adviser shall manage the investment and reinvestment of that portion of the assets of the Fund identified from time to time by the Board or the Adviser (the “Artisan Portion”) in the Sub-Adviser’s international growth strategy, and without limiting the generality of the foregoing, shall provide the management and other services specified below, all in such manner and to such extent as may be directed from time to time by the Adviser.  Notwithstanding anything in this Agreement to the contrary, the Adviser shall be responsible for compliance with any statute, rule, regulation, guideline or investment restriction that applies to the Fund’s investment portfolio as a whole and the Sub-Adviser’s responsibility shall be limited to following any instruction the Sub-Adviser might receive from the Adviser.

 

            The investment authority granted to the Sub-Adviser with respect to the Artisan Portion shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Fund, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer.  The Sub-Adviser shall not, however, be responsible for voting proxies, for participating in class actions and/or other legal proceedings on behalf of the Fund, but will provide such assistance as is reasonably requested by the Adviser.   

                       

            Section 2.  Duties of the Sub-Adviser.

 

             (a)        The Sub-Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Artisan Portion.  To carry out such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Artisan Portion of the Fund.  In all purchases, sales and other transactions in securities and other assets for the Artisan Portion of the Fund, the Sub-Adviser is authorized to exercise full discretion and act for the Trust and instruct the Fund’s custodian (the “Custodian”) in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

 

            The Sub-Adviser acknowledges that the Fund and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act.  Accordingly, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets.  With respect to a multi-managed Fund, the Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Board or the Adviser, and shall not consult with the sub-adviser as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets.

 

            (b)        Following the close of each calendar quarter, the Sub-Adviser will report to the Board regarding the investment performance of the Fund since the prior report, and will also keep the Board informed of important developments known by it to affect the Trust, the Fund and the Sub-Adviser, and on its own initiative will furnish the Board and the Adviser from time to time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments.  The Sub-Adviser will also furnish the Board and the Adviser with such statistical and analytical information with respect to securities held by the Fund as the Sub-Adviser may believe appropriate or as the Board or the Adviser reasonably request. 

 

The Sub-Adviser shall promptly notify the Adviser of (i) any changes regarding the Sub-Adviser that would impact disclosure in the Trust’s Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Sub-Adviser is required to comply with under Section 6 of this Agreement.  The Sub-Adviser shall, within two business days, notify both the Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Fund or the Trust.  The Sub-Adviser shall reasonably cooperate with the Custodian in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund.

 

            (c)        The Sub-Adviser may from time to time employ or sub-contract the services of certain persons as the Sub-Adviser believes to be appropriate or necessary to assist in the execution of the Sub-Adviser’s duties hereunder; provided, however, that the employment of or sub-contracting to any such person shall not relieve the Sub-Adviser of its responsibilities or liabilities hereunder.  The cost of performance of such duties shall be borne and paid by the Sub-Adviser.  No obligation may be imposed on the Trust in any such respect.

 

                        The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Sub-Adviser will be made available to consult with the Adviser, the Trust and the Board at reasonable times and upon reasonable notice concerning the business of the Trust.

 

            (d)       The Sub-Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act.  The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-Adviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service.  The books and records pertaining to the Trust which are in possession of the Sub-Adviser shall be the property of the Trust.  The Trust, or the Trust’s authorized representatives (including the Adviser), shall have access to such books and records at all times during the Sub-Adviser’s normal business hours.  Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Sub-Adviser to the Trust or the Trust’s authorized representatives.

 

Section 3.  Delivery of Documents to the Sub-Adviser.  The Adviser has furnished the Sub-Adviser with true, correct and complete copies of the following documents:

 

The Declaration of Trust, as in effect on the date hereof;

The Registration Statement filed with the Commission under the 1940 Act, including the form of prospectus related to the Fund included therein;

The Advisory Agreement; and

Written guidelines, policies and procedures adopted by the Trust.

 

The Adviser will furnish the Sub-Adviser with all future amendments and supplements to the foregoing as soon as practicable after such documents become available.  The Adviser shall furnish the Sub-Adviser with any further documents, materials or information that the Sub-Adviser may reasonably request in connection with the performance of its duties hereunder. 

 

The Sub-Adviser shall furnish the Adviser with written certifications, in such form as the Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser and that it will comply with such documents in the performance of its obligations under this Agreement. 

 

Section 4.  Delivery of Documents to the Adviser.   The Sub-Adviser has furnished, and in the future will furnish, the Adviser with true, correct and complete copies of each of the following documents:

 

The Sub-Adviser’s most recent Form ADV;

The Sub-Adviser’s most recent balance sheet; and

The current Code of Ethics of the Sub-Adviser, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code. 

 

In addition, the Sub-Adviser will furnish the Adviser with (i) a summary of the results of any future examination of the Sub-Adviser by the Commission or other regulatory agency with respect to the Sub-Adviser’s activities hereunder; (ii) copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act; and (iii) beginning for periods ended after May 31, 2013, a copy of its AT 101 – Examination of Management’s Assertion, including the attestation report of independent public accountants, prepared in accordance with AICPA Attestation Standard AT 101.

 

The Sub-Adviser will furnish the Adviser with all such documents as soon as practicable after such documents become available, to the extent that such documents have been changed materially.  The Sub-Adviser shall furnish the Adviser with any further documents, materials or information as the Adviser may reasonably request in connection with Sub-Adviser’s performance of its duties under this Agreement, including, but not limited to, information regarding the Sub-Adviser’s financial condition, level of insurance coverage and any certifications or sub-certifications which may reasonably be requested in connection with Fund registration statements, Form N-CSR filings or other regulatory filings, and which are appropriately limited to Sub-Adviser’s responsibilities under this Agreement.

 

            Section 5.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, any investment activities undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Fund, shall at all times be subject to the direction and control of the Trust’s Board.

 

          Section 6.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with:

 

            (a)        investment guidelines, policies and restrictions established by the Board that have been communicated in writing to the Sub-Adviser;

 

            (b)        all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (c)        the Registration Statement of the Trust, as it may be amended from time to time, filed with the Commission under the Securities Act and the 1940 Act and delivered to the Sub-Adviser;

 

            (d)       the provisions of the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time and delivered to the Sub-Adviser;

 

            (e)        the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Trust or the Fund, and any rules and regulations adopted thereunder; and

 

            (f)        any other applicable provisions of state or federal law, and any rules and regulations adopted thereunder.

 

            Section 7.  Proxies.   The Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Fund are invested from time to time in accordance with the Trust’s policies on proxy voting.  The Sub-Adviser will provide, when requested by the Adviser, information on a particular issuer to assist the Adviser in the voting of a proxy. 

 

            Section 8.  Broker-Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Fund, broker-dealer selection, and negotiation of brokerage commission rates.  The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best price and execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis.  Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the Sub-Adviser determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser.  The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefore.

 

Provided the investment objective of the Fund is adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund.  In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily.  The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients.  The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff (“SEC Requirements”).  The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser’s failure to comply with any applicable SEC Requirements.  The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

 

            Section 9.  Expenses.  All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be borne by the Fund unless specifically provided otherwise in this Agreement.  The expenses borne by the Fund include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to Board and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund’s shareholders.  

 

            The Sub-Adviser shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement.  In addition, the Sub-Adviser shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Adviser or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund’s prospectus, and circulate the same, solely to reflect a change in the personnel of the Sub-Adviser responsible for making investment decisions in relation to the Fund; or (b) to obtain shareholder approval of a new sub-advisory agreement as a result of a “change in control” (as such term is defined in Section 2(a)(9) of the 1940 Act) of the Sub-Adviser, or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change. 

 

        Section 10.  Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Sub-Adviser fees, payable monthly, at the annual rates indicated on Appendix B hereto, as such Schedule may be amended or supplemented as agreed to in writing by the parties from time to time.  It is understood that the Adviser shall be responsible for the Sub-Adviser’s fee for its services hereunder, and the Sub-Adviser agrees that it shall have no claim against the Trust or the Fund with respect to compensation under this Agreement. 

 

        Section 11.  Standard of Care.  The Trust and the Adviser will expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and the Adviser the benefit of, the Sub-Adviser’s best judgment and efforts in rendering its services to the Trust, and   the Sub-Adviser shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be subject to liability to the Adviser, to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.  

 

        Section 12.  Non-Exclusivity.   The services of the Sub-Adviser to the Adviser and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officers or directors of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies.

 

        It is understood that the Sub-Adviser performs investment advisory services for various clients, including accounts of clients in which the Sub-Adviser or associated persons have a beneficial interest.  The Sub-Adviser may give advice and take action in the performance of its duties with respect to any of its other clients, which may differ from the advice given, or the timing or nature of action taken, with respect to the assets of the Fund.  Nothing in this Agreement shall be deemed to impose upon the Sub-Adviser any obligation to purchase or sell for the Fund any security or other property that the Sub-Adviser purchases or sells for its own accounts or for the account of any other client. 

 

        Section 13.   Records .  The Sub-Adviser shall, with respect to orders the Sub-Adviser places for the purchase and sale of portfolio securities of the Fund, maintain or arrange for the maintenance of the documents and records required pursuant to Rule 31a-1 under the 1940 Act, as well as trade tickets and confirmations of portfolio trades, and such other records as the Adviser reasonably requests to be maintained.  All such records shall be maintained in a form reasonably acceptable to the Adviser and the Trust and in compliance with the provisions of Rule 31a-1 or any successor rule.  All such records will be the property of the Trust, and will be made available for inspection by the Trust and its authorized representatives (including the Adviser).  The Sub-Adviser shall promptly, upon the Trust’s request, surrender to the Trust those records which are the property of the Trust or the Fund; provided, however, that the Sub-Adviser may retain copies of such records.

 

        Section 14 Term and Approval.   This Agreement shall become effective with respect to a Fund after it is approved in accordance with the express requirements of the 1940 Act, and executed by the Trust, Adviser and Sub-Adviser and shall thereafter continue from year to year, provided that the continuation of the Agreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

(i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund (as defined in Section 2(a)(42) of the 1940 Act, and

by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

        Section 15.   Termination.   This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of the Board or by vote of a majority of the Fund’s outstanding voting securities, or by the Adviser or Sub-Adviser upon sixty (60) days’ written notice to the other party.  Notwithstanding the foregoing, this Agreement may be terminated by the Sub-Adviser on (30) days’ written notice if any change in the Fund’s investment objective, restrictions or guidelines would require the Sub-Adviser, in its reasonable judgment, to deviate in its management of the Artisan Portion, from the Sub-Adviser’s international growth investment strategy.  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.

 

        This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Trust in the event that a respective party: (i) breaches a material term of this Agreement; or (ii) commits a material violation of any governing law or regulation; or (iii) engages in conduct that would have a material adverse effect upon the reputation or business prospects of a respective party.

 

        Section 16.  Indemnification by the Sub-Adviser.   In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Trust or the Adviser, or any of their respective officers, directors, employees, affiliates or agents, the Trust and the Adviser, respectively, shall not be responsible for, and the Sub-Adviser hereby agrees to indemnify and hold harmless the Trust and the Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees, affiliates or agents.  Notwithstanding the foregoing, the Sub-Adviser shall not be liable hereunder for any losses or damages resulting from the Sub-Adviser’s adherence to the Adviser’s written instructions, or for any action or inaction by the Sub-Adviser consistent with the Standard of Care described in Section 11 of this Agreement.  

 

        Section 17.   Indemnification by the Trust and the Adviser .  Provided that the conduct of the Sub-Adviser, its partners, employees, affiliates and agents is consistent with the Standard of Care described in Section 11 of this Agreement, the Sub-Adviser shall not be responsible for, and the Trust and the Adviser (severally, but not jointly) hereby agree to indemnify and hold harmless the Sub-Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to conduct of the party from whom such indemnification is sought and relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund or other securities, undertaken by the Fund, its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.    

 

        Section 18.   Notices.   Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice.  Until further notice to the other party, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla M. Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202, Attention: General Counsel.

 

        Section 19.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

  Section 20.  Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the Fund.  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser and the Sub-Adviser. 

        Section 21.  Wells Fargo Name.  The Sub-Adviser and the Trust each agree that the name “Wells Fargo,” which comprises a component of the Trust’s name, is a property right of the parent of the Adviser. The Trust agrees and consents that: (i) it will use the words “Wells Fargo” as a component of its corporate name, the name of any series or class, or all of the above, and for no other purpose; (ii) it will not grant to any third party the right to use the name “Wells Fargo” for any purpose; (iii) the Adviser or any corporate affiliate of the Adviser may use or grant to others the right to use the words “Wells Fargo,” or any combination or abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, other than a grant of such right to another registered investment company not  advised by the Adviser or one of its affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no longer acting as investment adviser to the Fund, the Trust shall, upon request by the Adviser, promptly take such action as may be necessary to change its corporate name to one not containing the words “Wells Fargo” and following such change, shall not use the words “Wells Fargo,” or any combination thereof, as a part of its corporate name or for any other commercial purpose, and shall use its best efforts to cause its trustees, officers and shareholders to take any and all actions that the Adviser may request to effect the foregoing and to reconvey to the Adviser any and all rights to such words.  The Sub-Adviser may include the Wells Fargo Funds in its representative client list.

 

        Section 22.  Risk Acknowledgement.   The Sub-Adviser does not guarantee the future performance of the Fund or any specific level of performance of the Artisan Portion or of the Fund, the success of any investment decision or strategy that the Sub-Adviser may use, or the success of the Sub-Adviser’s overall management of the Artisan Portion.  Each of the Trust and the Adviser understand that investment decisions made for the Artisan Portion by the Sub-Adviser are subject to various market, currency, economic and business risks, and that those investment decisions will not always be profitable.  The Sub-Adviser will manage only the securities, cash and other investments delegated to it which are held in the Artisan Portion of the Fund’s account and, in making investment decisions for the Artisan Portion, the Sub-Adviser will not consider any other securities, cash or other investments (if any) owned by the Fund or any other securities, cash or other investments owned by the Trust.

 

        Section 23.  Authority to Execute Agreement.   Each of the individuals whose signature appears below represents and warrants that he or she has full authority to execute this Agreement on behalf of the party on whose behalf he or she has affixed his or her signature to this Agreement.  The Trust and the Adviser will deliver to the Sub-Adviser such evidence of its authority with respect to this Agreement as Sub-Adviser may reasonably require.  The Sub-Adviser will deliver to the Trust and the Adviser such evidence of its authority with respect to this Agreement as the Trust or the Adviser may reasonably require.

 

 

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in triplicate by their respective officers on the day and year first written above.

 

 

WELLS FARGO FUNDS TRUST

on behalf of the Fund

 

 

By:                                                                                   

         C. David Messman

         Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By: ______________________________________

         Andrew Owen

         Executive Vice President

ARTISAN PARTNERS LIMITED PARTNERSHIP

 

 

By: ______________________________________

                                                               Name:

         Title:

        

 

 


APPENDIX A

 

ARTISAN PARTNERS LIMITED PARTNERSHIP

INVESTMENT SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

Wells Fargo Funds Trust

 

Diversified International Fund

 

 

 

 

 

 

 

 

 


APPENDIX B

 

WELLS FARGO FUNDS TRUST

INVESTMENT SUB-ADVISORY AGREEMENT

FEE AGREEMENT

 

This fee agreement is made as of the 12 th day of March, 2014, by and between Wells Fargo Funds Trust (the “Trust”), Wells Fargo Funds Management, LLC (the “Adviser”) and Artisan Partners Limited Partnership (the “Sub-Adviser”).

 

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

 

            WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to the Sub-Adviser are to be as indicated on this Appendix B;

 

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

 

Name of Fund

Sub-Advisory Rate

Diversified International Fund

 

 

First $50M    0.80%

Next $200M  0.60%

Over $250M  0.50%

 

            If the Sub-Adviser shall provide management and other services for less than the whole of a month, the foregoing compensation shall be prorated based on the number of days in the month that such Sub-Adviser provided management and other services to the Fund.


The foregoing fee schedule shall remain in effect until changed in writing by the parties.

           

                                                               WELLS FARGO FUNDS TRUST

                                                              on behalf of the Fund

 

 

                                                               By:                                                                             

                                                                        C. David Messman

                                                                       Secretary

 

 

                                                              WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

                                                               By:                                                                             

                                                                       Andrew Owen

                                                                       Executive Vice President

 

 

                                                               ARTISAN PARTNERS LIMITED PARTNERSHIP

        

 

 

                                                               By:                                                                             

                                                                       Name:

                                                                       Title:

 

 

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC AND

THE ROCK CREEK GROUP, LP

 

This AGREEMENT is made as of this 1 st day of April 2014, by and among Wells Fargo Funds Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, and The Rock Creek Group, LP, a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036 (the “Sub-Adviser”).  

 

            WHEREAS , the Adviser and the Sub-Adviser are each registered investment advisers under the Investment Advisers Act of 1940 (the “Advisers Act”); and

 

WHEREAS, the Trust is registered under the Investment Company Act of 1940 (the “1940 Act”), as an open-end, series management investment company; and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003 and as amended and supplemented from time to time, between the Adviser and the Trust (the “Advisory Agreement”); and

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement and with the approval of the Trust’s Board, wishes to retain the Sub-Adviser to provide specified investment sub-advisory services to one or more series of the Trust listed in Appendix A hereto as it may be amended or supplemented from time to time (the “Fund(s)”); and

 

WHEREAS, the Sub-Adviser is willing to provide those services on the terms and conditions set forth in this Agreement;

 

            NOW THEREFORE, the Trust, the Adviser and the Sub-Adviser agree as follows:

 

            Section 1.  The Trust. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act and the Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund(s) contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.                                                         

 

            Section 2.  Appointment of Sub-Adviser.  Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s).

 

              Subject to the direction and control of the Board and the Adviser, and with the oversight of the Adviser, the Sub-Adviser is hereby appointed and agrees to manage the investment and reinvestment of the assets of the Fund(s) by providing the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Without limiting the generality of the foregoing, the Board or the Adviser may direct the Sub-Adviser’s provision of management and related services with respect to the Fund(s) by delivering investment guidelines, investment policies and investment restrictions (as amended from time to time, the “Investment Guidelines”), and the Sub-Adviser shall manage the investment and reinvestment of the Fund(s) as set forth in this Agreement, in accordance with the Investment Guidelines.  The authority granted to the Sub-Adviser shall include the authority to make investment decisions with regard to the investment, reinvestment and disposition of assets held by the Fund(s) (subject to the limitations and restrictions set forth herein)and to exercise whatever powers the Trust may possess with respect to any of the assets in the Fund(s), including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer.   

           

            Section 3.  Duties and Representations and Warranties of the Sub-Adviser.

 

             (a)        The Sub-Adviser will be responsible for recommending Managers (as defined below) to the Adviser (for the Adviser’s consideration for recommendation to the Board) to be engaged pursuant to separate subadvisory agreements to make decisions with respect to purchase and sales of securities and other investment assets with respect to their respective Manager’s Portion (as defined below).  In connection therewith, the Sub-Adviser will be responsible for: (i) identifying, screening and conducting appropriate diligence on Manager candidates; (ii) recommending to the Adviser Manager candidates (for the Adviser’s consideration for recommendation to the Board) who are suited to making decisions about purchases and sales of securities and other investment assets for the Fund(s) consistent with the investment objectives, policies and restrictions and any Investment Guidelines applicable to the Fund(s); (iii) allocating and reallocating Fund(s) assets to Managers, including to the Sub-Adviser for its own management; (iv) recommending Manager changes when and as appropriate from time to time; and (v) monitoring, supervising, reporting on, and overseeing the investment activities of each Manager.  

 

(b)        The Sub-Adviser shall make decisions with respect to purchases and sales of securities and other investment assets for any Manager’s Portion allocated to it pursuant to Section 3(e) hereof.  To carry out such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to transactions of the Fund(s).  In all purchases, sales and other transactions in securities and other investment assets for the Fund(s), the Sub-Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

 

            (c)        The Sub-Adviser will report to the Board at each regular meeting thereof all material changes in the Fund(s) since the prior report, and will also keep the Board informed of important developments it becomes aware of affecting the Trust, the Fund(s),the Sub-Adviser and each of the Managers, and on its own initiative will furnish the Board from time to time with such information as the Sub-Adviser may believe appropriate, whether concerning the Managers, the individual companies whose securities are held by the Fund(s), the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund(s) maintains investments, or any other matters.  At the request of the Adviser, the Sub-Adviser shall review, and coordinate the Managers’ review of, draft shareholder reports and annual updates to prospectuses and other documents and provide timely comments thereon.  The Sub-Adviser will also furnish the Board with such statistical and analytical information with respect to each Manager and securities or other assets in the Fund(s), as the Sub-Adviser may believe appropriate or as the Board or the Adviser reasonably may request.  In overseeing or making purchases and sales of securities for the Fund(s), the Sub-Adviser will be responsible for ensuring its compliance with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement, and the investment objectives, policies and restrictions of the Fund(s).

 

            (d)       The Sub-Adviser shall promptly notify the Adviser (i) of any changes it becomes aware of regarding the Sub-Adviser or a Manager that would impact disclosure in the Trust’s Registration Statement, including, without limitation, any change in the personnel of the Sub-Adviser or a Manager responsible for making investment decisions for the Fund(s), (ii) of any known violation of any requirement, provision, policy or restriction that the Sub-Adviser is responsible for ensuring compliance with under Section 7 of this Agreement, and (iii) upon the Sub-Adviser becoming aware that it or a Manager is, or likely may become, subject to any statutory disqualification pursuant to Section 9 of the 1940 Act or of any other event otherwise that would prevent the Sub-Adviser or a Manager from performing its duties pursuant to this Agreement.  The Sub-Adviser shall notify the Adviser of any change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Sub-Adviser or a Manager promptly after the reasonable possibility of such event becomes known to Sub-Adviser.  The Sub-Adviser shall, within two business days, notify the Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Fund(s) or the Trust.  The Sub-Adviser shall reasonably cooperate with, and shall endeavor to coordinate, as necessary and required under their respective agreements with the Fund(s), the Managers’ cooperation with, the Fund(s)’ custodian (“Custodian”) in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund(s).

 

            (e)        The Sub-Adviser, in its discretion, shall make recommendations for the Fund(s) and the Adviser to employ or sub-contract the services of certain investment advisers the Sub-Adviser believes to be appropriate or necessary to manage the assets of the Fund(s) (each, a “Manager” and collectively, the “Managers”) (where the Sub-Adviser is managing a portion of a Fund(s)’ assets, it shall be deemed a Manager for purposes of such Manager’s Portion); provided, however, that the employment or sub-contracting with any Manager shall not relieve the Sub-Adviser of its responsibilities or liabilities hereunder and provided further that the Sub-Adviser shall not have the authority to sub-contract investment sub-advisory responsibilities to a Manager without the consent of the Adviser and the Trust and otherwise in accordance with applicable requirements of the 1940 Act and the rules thereunder.  The fees for the performance of duties delegated to a Manager will be borne and paid by the Adviser as set forth in the agreement with a Manager (each, a “Manager Sub-Advisory Agreement”).  No such fees may be imposed on the Trust. 

 

With respect to Fund(s) for which investment sub-advisory services of one or more Managers is employed or sub-contracted, the Sub-Adviser, under the oversight of the Adviser, shall oversee the provision of services to the Fund(s) by each Manager and shall assist the Adviser in its oversight of the same, in such manner as the Adviser and the Sub-Adviser shall from time to time agree.  In this regard, the responsibilities of the Sub-Adviser shall include, without limitation, the following: (i) based on the Fund(s)’ investment objective, policies and strategies, the Sub-Adviser shall determine, from time to time, the portion of Fund(s) assets, if any, that a Manager shall invest and reinvest (the “Manager Portion”), and allocate and re-allocate Fund(s) assets accordingly; (ii) the Sub-Adviser shall formulate and deliver to the Manager, from time to time, investment guidelines, investment policies and investment restrictions (“Manager Investment Guidelines”), which shall in all respects be consistent with the investment objectives, policies and restrictions and any Investment Guidelines applicable to the Fund(s), and which shall govern management by the Manager of the Manager Portion allocated to it; and (iii) the Sub-Adviser shall monitor each Manager’s investments in the corresponding Manager Portion for compliance with the applicable Manager Investment Guidelines, the Fund(s)’ investment objective, policies and strategies, any Investment Guidelines applicable to the Fund(s) and the Manager’s portfolio management duties set forth in Section 2 of its Manager Sub-Advisory Agreement.  The Sub-Adviser’s performance of the foregoing across all Manager Portions in total (including any Manager Portion managed directly by the Sub-Adviser) shall be conducted in compliance with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement, provided that the Sub-Adviser shall not be responsible for overseeing the adherence, by the Fund(s) in total, with the diversification and income tests required by Subchapter M of the Internal Revenue Code of 1986, as amended, except as otherwise agreed solely between theAdviser and the Sub-Adviser from time to time.

 

            (f)        The Sub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Sub-Adviser will be made available to consult with the Adviser, the Trust and the Board at reasonable times and upon reasonable notice concerning the Sub-Adviser’s performance of services hereunder or any other aspect of the business of the Trust and the Fund(s).  Without limiting the generality of the foregoing, although the Sub-Adviser does not maintain responsibility for valuing the portfolio, appropriate personnel of the Sub-Adviser will provide reasonable assistance to the Adviser and/or the Board in the valuation of securities or other investment assets held within the Fund(s) for which market quotations are not readily available in accordance with the Trust’s Procedures for the Valuation of Portfolio Securities.

 

            (g)        The Sub-Adviser represents and warrants to the Adviser and the Trust that: (i) the Sub-Adviser is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) the Sub-Adviser is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Sub-Adviser has been duly authorized by appropriate action of the Sub-Adviser.

 

Section 4.  Delivery of Documents to the Sub-Adviser.   The Adviser has furnished the Sub-Adviser with true, correct and complete copies of the following documents:

 

(a)        The Registration Statement of the Trust filed with the Commission under the 1940 Act, including the prospectuses and statements of additional information related to the Fund(s) included therein;

(b)        The Advisory Agreement; and

(c)        Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s), and the Investment Guidelines, if any.

 

The Adviser will furnish the Sub-Adviser with all future amendments and supplements to the foregoing as soon as practicable after such documents become available.  The Adviser shall furnish the Sub-Adviser with any further documents, materials or information that the Sub-Adviser may reasonably request in connection with the performance of its duties hereunder. 

 

The Sub-Adviser shall furnish the Adviser with written certifications, in such form as the Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser and that it will comply with such documents in the performance of its obligations under this Agreement to the extent applicable to, and consistent with, its obligations set forth herein. 

 

Section 5.  Delivery of Documents to the Adviser.   The Sub-Adviser has furnished, and in the future will furnish, the Adviser with true, correct and complete copies of each of the following documents:

 

(a)        The Sub-Adviser’s most recent Form ADV;

(b)        The Sub-Adviser’s most recent balance sheet;

(c)        The current Code of Ethics of the Sub-Adviser, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code; and

(d)       Copies of the Sub-Adviser’s policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act, as amended from time to time, and the report memorializing the results of the most recent annual review of the adequacy of such policies and procedures. 

 

In addition, the Sub-Adviser will furnish the Adviser with a summary of the results of any regular, sweep and/or other examination of the books and records of the Sub-Adviser by the Commission or other regulatory agency with respect to the Sub-Adviser’s investment management activities.

 

The Sub-Adviser will furnish the Adviser with the documents described in Sections 5(a), 5(c), 5(d) and in the paragraph immediately above as soon as practicable after such documents become available, to the extent that such documents have been changed materially.  The Sub-Adviser shall furnish the Adviser with any further documents, materials or information as the Adviser may reasonably request in connection with the Sub-Adviser’s performance of its duties under this Agreement, including, but not limited to, information regarding the Sub-Adviser’s financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which may reasonably be requested in connection with Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the continuation of this Agreement for approval as set forth in Section 15 hereof (including the document described in Sections 5(b) for the relevant period).

 

            Section 6.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, any investment activities undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Fund(s), shall at all times be subject to the direction and control of the Trust’s Board.

 

            Section 7.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply in all material respects with:

 

            (a)        all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (b)        the applicable provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time, under the Securities Act and the 1940 Act;

 

(c)        the resolutions of the Board as may be adopted from time to time, the applicable provisions of written guidelines, policies and procedures adopted by the Trust or the Board, and the Investment Guidelines (in all cases, only to the extent not inconsistent with the services required to be provided by the Sub-Adviser under this Agreement (except as to the provisions of this Section 7(c)); provided that the Sub-Adviser shall not be required to comply with any such resolutions or documents until delivered to the Sub-Adviser; and   

 

            (d)       any other applicable provisions of state or federal law.

 

            In addition, without limiting the generality of the foregoing, the Sub-Adviser agrees that: (i) any code of ethics adopted by the Sub-Adviser must comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as they may be amended from time to time, and, if requested by the Trust or the Adviser, any practices regarding personal investing as may be set out in any interpretive release or guidance issued by the Commission or its staff, (ii) the Adviser and the Trust may disclose Fund(s) portfolio holdings information in accordance with the Trust’s policies and procedures governing the disclosure of Fund(s) portfolio holdings, as amended or supplemented from time to time, and as required by applicable law or as otherwise provided hereunder, and (iii) the Sub-Adviser will not use, nor will it seek to obtain, material non-public information concerning portfolio companies in connection with performing its duties hereunder. 

 

Section 8.  Proxies.   The Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Fund(s) are invested from time to time in accordance with the Trust’s policies on proxy voting.  The Sub-Adviser will provide, when reasonably requested by the Adviser, information it has or can obtain without unreasonable burden or expense from the responsible Manager(s) on a particular issuer to assist the Adviser in the voting of a proxy. 

 

            Section 9.  Broker-Dealer Relationships.   The Managers are responsible for the purchase and sale of securities for the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates. The parties hereto shall ensure that each Manager Sub-Advisory Agreement shall provide that the Manager’s primary consideration in effecting a security transaction will be to obtain the best price and execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for the Fund(s), the parties hereto shall ensure that each Manager Sub-Advisory Agreement shall provide that the Manager will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund(s) on a continuing basis. Accordingly, the price to the Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, a Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Fund(s) to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Fund(s) and to other clients of the Manager.  The Manager is further authorized to allocate the orders placed by it on behalf of the Fund(s) to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Manager shall determine and the Sub-Adviser will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefor. With respect to any Manager Portion as to which the Sub-Adviser is acting as the Manager, the Sub-Adviser shall be directly responsible for compliance with all requirements of this Section 9.  With respect to any Manager Portion allocated to another Manager, the Sub-Adviser shall be responsible for monitoring, overseeing and reporting on compliance with all requirements of this Section 9.

 

Provided the investment objective of the Fund(s) is adhered to, the Sub-Adviser when acting as a Manager may aggregate sales and purchase orders of securities for the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund(s).  In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily.  The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Sub-Adviser when acting as a Manager in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients.  The Sub-Adviser when acting as a Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff.  The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with gross negligence or willful misconduct in the selection of such broker or dealer.

 

The Sub-Adviser shall not engage in any transactions for the Fund(s) with or through any broker-dealer that is an affiliated person of the Sub-Adviser or of the Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.

 

            Section 10.  Expenses of the Fund(s).  All of the ordinary business expenses incurred in the operations of the Fund(s) and the offering of their shares shall be borne by the Fund(s) unless specifically provided otherwise in this Agreement.  These expenses borne by the Fund(s) include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund(s) in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund(s)’ shareholders.  

 

            The Sub-Adviser shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement.  In addition, the Sub-Adviser (and not any other party to this Agreement) shall be responsible for reasonable out-of-pocket costs and expenses incurred by it or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund(s)’ prospectuses and/or statement of additional information, and circulate the same, solely to reflect a change in the personnel of the Sub-Adviser responsible for making investment decisions in relation to the Fund(s); or (b) to obtain shareholder approval of a new sub-advisory agreement as a result of a change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Sub-Adviser (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change.

 

            Section 11.  Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Sub-Adviser fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time.  It is understood that the Adviser shall be responsible for the Sub-Adviser’s fee for its services hereunder, and the Sub-Adviser agrees that it shall have no claim against the Trust, the Fund(s) or the Sub-Adviser with respect to compensation under this Agreement. 

 

            Section 12.  Standard of Care.  The Trust and the Adviser shall expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and the Adviser the benefit of, the Sub-Adviser’s best judgment and efforts in rendering its services to the Trust, and the Sub-Adviser shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be subject to liability to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.   Notwithstanding anything else in this Agreement, and for avoidance of doubt, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents (which shall not be deemed to include any Manager), the Sub-Adviser shall not be in violation of its standard of care under this Agreement or be deemed to not have performed its obligations hereunder solely by reason of a Manager's non-performance, or violation of, any provision of its Manager Sub Adviser Agreement, or by reason of the Manager's violation of any applicable law or violation.

 

            Section 13.  Non-Exclusivity.   The services of the Sub-Adviser to the Adviser and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officers or directors of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory firms. 

 

            Section 14.   Records .  The Sub-Adviser when acting as a Manager shall, with respect to the placing and allocation of brokerage orders placed by it for the purchase and sale of portfolio securities or other investment assets and other portfolio transactions of the Fund(s), maintain or arrange for the maintenance of the documents and records required to be maintained by the Trust pursuant to Rule 31a-1 under the 1940 Act and other applicable law or regulation as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Fund(s)’ Administrator reasonably requests to be maintained.  All such records shall be maintained in a form acceptable to the Fund(s) and in compliance with the provisions of Rule 31a-1 or any successor rule or other applicable law or regulation.  The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, any and all other documents and records relating to the services provided by the Sub-Adviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service of the Department of Treasury.   All such records will be the property of the Trust, and will be available for inspection and use by the Trust and its authorized representatives (including the Adviser) at all times during the Sub-Adviser’s normal business hours.  The Sub-Adviser shall promptly, upon the request of the Trust or the Trust’s authorized representatives (including the Adviser), surrender and deliver to the Fund(s) those records which are the property of the Trust or any Fund(s).  The Sub-Adviser will promptly notify the Fund(s)’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

 

            Section 15 Term and Approval.   This Agreement shall become effective with respect to the Fund(s) after it is approved by the Board of Trustees of the Trust, including by a majority of the Trustees who are not interested persons of the Trust, and executed by the Trust, Adviser and Sub-Adviser, and shall continue in effect for more than two years from its effective date, provided that the continuation of this Agreement thereafter is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

            (a)        (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund(s) (as defined in Section 2(a)(42) of the 1940 Act), and

 

            (b)        by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

            Section 16.   Termination.   As required under the 1940 Act, this Agreement may be terminated with respect to the Fund(s) at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of the Fund(s)’ outstanding voting securities, or by the Adviser or the Sub-Adviser, on sixty (60) days’ written notice to the other party.  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.  This Agreement shall automatically terminate in the event of the termination of the Advisory Agreement.    This Agreement may also be terminated immediately by the Adviser or the Trust in the event that the Sub-Adviser commits a material violation of any governing law or regulation.  This Agreement may be terminated immediately by the Sub-Adviser if the Adviser or the Trust commits a material violation of law or regulation.

 

            Section 17.  Indemnification by the Sub-Adviser.   In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Trust or the Adviser, or any of their respective officers, directors, employees, affiliates or agents, the Trust, any Fund(s) of the Trust and the Adviser shall not be responsible for, and the Sub-Adviser agrees to indemnify and hold the Trust, any Fund(s) of the Trust and the Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, except for special, punitive and indirect damages, arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties of the Sub-Adviser or any of its officers, directors, employees or agents,.  The Sub-Adviser shall not be liable hereunder for any losses or damages resulting from the Sub-Adviser’s adherence to the written instructions of the Adviser.    

 

            Section 18.   Indemnification by the Trust .  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties hereunder on the part of the Sub-Adviser (including where the Sub-Adviser acts as a Manager) or any of its officers, directors, employees or agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser  from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, except for special, punitive and indirect damages, arising from: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund(s) or other securities, undertaken by the Fund(s), their officers, directors, employees or affiliates, (ii) resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund(s), their officers, directors, employees or affiliates, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund(s), or their respective officers, directors, employees or affiliates.  Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein or in Section 17 shall constitute a waiver or limitation of any rights which the Fund(s) may have and which may not be waived under any applicable federal and state securities laws. 

 

            Section 19.   Notices.   Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other parties at such address as such other parties may designate for the receipt of such notice.  Until further notice to the other parties, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036, Attention: Sherri Rossoff.

 

            Section 20.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

Section 21.  Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Fund(s).  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser and the Sub-Adviser.             

            Section 22.  Wells Fargo and Rock Creek Name.  The Sub-Adviser shall not, without prior written consent of the Adviser: (i) use in advertising, publicity or otherwise the name of “Wells Fargo,” including the name of Wells Fargo & Co. or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol, logo or any abbreviation, contraction or simulation thereof owned by Wells Fargo & Co. or any of its affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by the Sub-Adviser has been approved or endorsed by Wells Fargo & Co. or any of its affiliates. 

 

            The Fund(s) and the Adviser shall have permission to use the Sub-Adviser’s name and information about the Sub-Adviser as required by applicable law and in the marketing of the Fund(s) in written materials relating to the Fund(s) that refer to the Sub-Adviser and/or the Sub-Adviser’s investment strategy, including without limitation the Fund(s)’ registration statement, shareholder reports and other offering documents and marketing materials prepared for distribution to shareholders of the Fund(s) or the public (such materials, the “Marketing Materials”).  The Fund(s) and the Adviser agree to furnish such Marketing Materials to the Sub-Adviser (via email at an address designated by the Sub-Adviser from time to time), for its prior review and approval (which approval shall not be withheld or withdrawn as to information required by applicable law or in response to comments of regulatory or self-regulatory agencies and their staff and shall not in other respects be otherwise unreasonably withheld or withdrawn), provided the requirement for prior approval shall apply solely with respect to the use of the Sub-Adviser’s name and information specifically concerning the Sub-Adviser and its investment strategy and not to any other content of the Marketing Materials.  If, following the furnishing of Marketing Materials, the Fund(s) or the Adviser do not receive a written response from the Sub-Adviser with respect to such materials within one business day of its submission for approval, the content of such materials subject to the Sub-Adviser’s approval shall be deemed accepted by the Sub-Adviser.  The Sub-Adviser agrees that the Fund(s) and the Adviser may request that the Sub-Adviser approve the use of a type of Marketing Material, and if approved by the Sub-Adviser, that the Fund(s) and the Sub-Adviser need not obtain approval for each additional piece of Marketing Material that is of substantially the same type or form, unless such consent is withdrawn in writing by the Sub-Adviser.

 

            Section 23.  Confidentiality.   Subject to the provisions of the last paragraph of Section 7 hereof and this Section 23, the following shall be treated as confidential (“Confidential Information”): (i) any information or recommendations supplied by the Sub-Adviser in connection with the performance of its obligations and duties hereunder, including without limitation portfolio holdings, financial information or other information relating to the Sub-Adviser; and (ii) any records and other information relative to the Trust, the Fund(s) and the Adviser which the Sub-Adviser receives or has access to in the performance of its duties in connection with the performance of its obligations and duties hereunder, including without limitation, prior, present or potential shareholders and clients, the list of Fund(s) portfolio securities, instruments and assets and liabilities of the Fund(s).  Except as may be required by applicable law or rule or as requested by regulatory authorities, Confidential Information may be disclosed to or used only as necessary to carry out the purposes of this Agreement (including, without limitation, the disclosure of Confidential Information to, or the use of the same by, the Fund(s)’ Custodian and fund accountant and other service providers supporting the operation of the Fund(s), the Fund(s)’ auditors, legal advisors to any party, and such other persons as the Fund(s) and the Adviser may designate in connection with the operation and management of the Fund(s)).  The Sub-Adviser shall not use its knowledge of Confidential Information regarding the Fund(s)’ portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund(s). 

 

            The Sub-Adviser hereby authorizes the Fund(s) and the Adviser, to the extent not inconsistent with each Manager’s Manager Sub-Advisory Agreement, to use all related evaluation material, analyses and information regarding the Sub-Adviser and the investment program of the Fund(s), including information about Managers, portfolio holdings and positions, in connection with: (i) marketing the Fund(s), (ii) providing ongoing information to existing Fund(s) shareholders, and (iii) providing any required regulatory disclosures.

 

            The confidentiality provisions of this Section 23 will not apply to any information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to another party; (ii) became known to a party from a source other than another party, and without breach of an obligation of confidentiality owed to another party; (iii) is independently developed by any party without reference to the information required by this Agreement to be treated confidentially; or (iv) is used by any party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 23 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a regulatory or judicial authority.

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

WELLS FARGO FUNDS TRUST

on behalf of the Fund(s)

 

 

By: __________________________________           

        Name:  C. David Messman

        Title:    Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By: __________________________________            

        Name:  Andrew Owen

        Title:   Executive Vice President

THE ROCK CREEK GROUP, LP

 

 

By: __________________________________           

                       Name:

                       Title:

 


APPENDIX A

 

THE ROCK CREEK GROUP, LP

SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

 

Wells Fargo Advantage Alternative Strategies Fund

 

 

 

 

 

Approval by the Board of Trustees:  February 20, 2014

 

 

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC,

THE ROCK CREEK GROUP, LP AND

CHILTON INVESTMENT COMPANY, LLC

 

This AGREEMENT is made as of this 1st day of April 2014, by and among Wells Fargo Funds Trust (the “Trust”), a business trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, The Rock Creek Group, LP, a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036 (the “Sub-Adviser”) and Chilton Investment Company, LLC, a limited liability company organized under the laws of Delaware with a principal place of business at 1290 E. Main Street, 1st Floor, Stamford, CT 06902 (the “Manager”).   

 

            WHEREAS , the Adviser, the Sub-Adviser and the Manager are each registered investment advisers under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”); and

 

WHEREAS, the Trust is registered under the U.S. Investment Company Act of 1940 (the “1940 Act”), as an open-end, series management investment company; and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003 and as amended and supplemented from time to time, between the Adviser and the Trust (the “Advisory Agreement”); and

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement and with the approval of the Trust’s Board, has retained the Sub-Adviser to provide specified investment advisory services to each series of the Trust listed in Appendix A hereto as it may be amended or supplemented from time to time (the “Fund(s)”) under the terms of an investment sub-advisory agreement, dated April 1, 2014 and as amended or supplemented from time to time, among the Trust, the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”); and

 

WHEREAS , the Adviser and the Sub-Adviser wish to retain the Manager, and the Trust’s Board has approved the retention of the Manager, to assist the Adviser and the Sub-Adviser in the provision of investment advisory services to the Fund(s), and

 

WHEREAS, the Manager is willing to provide those services on the terms and conditions set forth in this Agreement;

 

            NOW THEREFORE, the Trust, the Adviser, the Sub-Adviser and the Manager agree as follows: 

 

            Section 1.  The Trust. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the U.S. Securities and Exchange Commission (the “Commission”) under the 1940 Act and the U.S. Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund(s) contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.

Section 2.  Appointment of Manager.  Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s).

Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser.

Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser (the “Manager Portion”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser.  Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager’s provision of management services with respect to the Manager Portion by delivering written investment guidelines, investment policies and investment restrictions (as amended from time to time, the “Investment Guidelines”), and the Manager shall manage the investment and reinvestment of the Manager Portion in accordance with the Investment Guidelines, it being understood that the Adviser or the Sub-Adviser, as applicable, will, under normal circumstances, provide the Manager with an opportunity to review proposed changes to the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make investment decisions with regard to the investment, reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer.    

The Manager shall have the authority to instruct the custodian designated by the Trust (the "Custodian"): (i) to pay cash for securities and other property delivered to the Custodian, (ii) to deliver securities and other property against payment for the Trust, and (iii) to transfer assets and funds to such brokerage accounts as the Manager may designate, all consistent with the powers, authorities and limitations set forth herein  All transactions will be consummated by payment to or delivery by the Custodian, or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Manager Portion, and the Manager shall not have possession or custody thereof.

To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. 

            Section 3.  Duties and Representations and Warranties.

 

             (a)        The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Manager Portion of the Fund(s).  To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders, complete documents, and issue instructions and take any and all actions the Manager shall deem advisable with respect to those transactions of the Fund(s) with respect to the Manager Portion thereof.  In all purchases, sales and other transactions in securities and other investment assets for the Manager Portion of the Fund(s), the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions and without need for further approval from the Trust, the Adviser or the Sub-Adviser.  To the extent consistent with the Investment Guidelines, the Manager will determine in its sole discretion, what portion of the Manager Portion’s assets will be invested or held uninvested as cash.

 

            (b)        The Manager acknowledges that the Fund(s) and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers or other managers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act.  Accordingly, the Manager hereby agrees that it will not consult with any other sub-adviser or manager of a fund in the fund complex, or an affiliated person of a sub-adviser or manager, concerning transactions for a fund in securities or other fund assets.  With respect to a multi-managed Fund(s), the Manager shall be limited to managing only the Manager Portion as may be determined from time-to-time by the Board, the Adviser or the Sub-Adviser, and shall not consult with another manager as to any other portion of the Fund(s)’ portfolio concerning transactions for the Fund(s) in securities or other Fund assets.  Notwithstanding the foregoing, nothing herein shall be deemed to prohibit consultations between (i) a Manager that is not an affiliated person of the Adviser or the Sub-Adviser and a sub-adviser or manager that is an affiliated person of the Adviser or the Sub-Adviser or (ii) a Manager that is an affiliated person of the Adviser or Sub-Adviser and any other sub-adviser or manager.

 

            (c)        The Manager will report to the Board at each regular meeting thereof all material changes in the Manager Portion of the Fund(s) since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Manager Portion of the Fund(s) and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by the Manager Portion of the Fund(s), the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Manager Portion of the Fund(s) maintains investments.  At the request of the Adviser or the Sub-Adviser, the Manager shall review draft shareholder reports and annual updates to prospectuses and other documents and provide timely comments thereon.  The Manager will also furnish the Board with such statistical and analytical information with respect to securities or other assets in the Manager Portion of the Fund(s) as the Manager may believe appropriate or as the Board, the Adviser or the Sub-Adviser reasonably may request.  In making purchases and sales of securities for the Manager Portion of the Fund(s), the Manager will comply with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement.

 

            (d)       The Manager shall promptly notify the Adviser and the Sub-Adviser (i) of any material changes regarding the Manager that would impact disclosure in the Trust’s Registration Statement in any material respect, including, without limitation, any change in the portfolio manager of the Manager responsible for making investment decisions for the Fund(s), (ii) upon the Manager becoming aware of any material violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 7 of this Agreement, and (iii) upon Manager becoming aware that it is, or likely may become, subject to any statutory disqualification pursuant to Section 9 of the 1940 Act or any other event otherwise that prevents the Manager from performing its duties pursuant to this Agreement.  The Manager shall notify the Adviser and the Sub-Adviser of any change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager promptly.  The Manager shall, within two business days, notify the Adviser, the Sub-Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Sub-Adviser, the Fund(s) or the Trust.  The Manager shall reasonably cooperate with the Fund(s)’ Custodian in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund(s).

 

            (e)        The Manager shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Manager will be made available to consult with the Adviser, the Sub-Adviser, the Trust and the Board at reasonable times and upon reasonable notice concerning the Manager’s performance of services hereunder.   Without limiting the generality of the foregoing, appropriate personnel of the Manager will provide reasonable assistance to   the Adviser and/or the Board in the valuation of securities or other investment assets held within the Manager Portion of the Fund(s)   for which market quotations are not readily available in accordance with the Trust’s Procedures for the Valuation of Portfolio Securities. 

 

            (f)        The Manager is not authorized to sub-contract or otherwise delegate any of the services contemplated hereby to any other person without the prior written consent of the Trust, the Adviser and the Sub-Adviser, which consent may be withheld for any reason.  Any attempt to sub-contract or delegate any such services without such consent shall be invalid.

 

            (g)        The Manager represents and warrants to the Adviser, the Sub-Adviser and the Trust that: (i) the Manager is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) the Manager is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Manager has been duly authorized by appropriate action of the Manager.

 

            (h)        Each of the Adviser and Sub-Adviser represents and warrants to the Manager (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) it is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Adviser and Sub-Adviser has been duly authorized by appropriate action of the Adviser and Sub-Adviser.

 

Section 4.  Delivery of Documents to the Manager.   The Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents:

 

(a)        The Declaration of Trust, as in effect on the date hereof;

(b)        The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein;

(c)        The Advisory Agreement and the Sub-Advisory Agreement; and

(d)       Written policies and procedures adopted by the Trust that are applicable to the Manager Portion (such policies and procedures that are delivered to the Manager, the “Investment Policies”) and the Investment Guidelines.

 

The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available.  The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. 

 

The Manager shall furnish the Adviser or the Sub-Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with the Investment Policies and the Investment Guidelines in the performance of its obligations under this Agreement. 

 

Section 5.  Delivery of Documents to the Adviser and the Sub-Adviser.   The Manager has furnished, and in the future will furnish upon request, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents:

 

(a)        The Manager’s most recent Form ADV;

  (b)       The current Code of Ethics of the Manager, adopted pursuant to Rule 17j-1 under the 1940 Act, and confirmation of receipt of annual certifications from employees regarding compliance with such Code; and

(c)        Copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act, as amended from time to time, and the report memorializing the results of the annual review of the adequacy of such policies and procedures. 

 

In addition, upon request, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the results of any examination of the Manager by the Commission or other regulatory agency with respect to the Manager’s investment management activities.

 

Upon request the Manager will furnish the Adviser and the Sub-Adviser with updated copies of such documents to the extent that such documents have been changed materially.  The Manager shall furnish the Adviser and the Sub-Adviser with any further documents, materials or information as the Adviser or the Sub-Adviser may reasonably request in connection with the Manager’s performance of its duties under this Agreement, including, but not limited to, information regarding the Manager’s financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which are reasonably necessary     for the Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the continuation of this Agreement for approval as set forth in Section 15 hereof.

 

            Section 6.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, and the Sub-Adviser under the Sub-Advisory Agreement, any investment activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Fund(s), shall at all times be subject to the direction and control of the Trust’s Board.

 

            Section 7.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Manager shall at all times comply with:

 

            (a)        all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (b)        the Investment Policies;

 

(c)        the Investment Guidelines;

 

            (d)       the provisions of the U.S. Internal Revenue Code of 1986, as amended, applicable to the Trust or the Fund(s); and

 

            (e)        any other applicable provisions of state or federal law.

 

            For purposes of clarification and without limiting the foregoing, the parties agree that the obligations of the Manager with respect to the foregoing will not require the Manger to comply with such provisions of law that apply specifically to the management of the Fund(s)’ assets or operation of the Fund(s) as a whole and not individually to the Manager Portion.             

 

            In addition, without limiting the generality of the foregoing, the Manager agrees that: (i) any code of ethics adopted by the Manager must comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as they may be amended from time to time, and, if requested by the Trust, the Adviser or the Sub-Adviser, any practices regarding personal investing as may be set out in any interpretive release or guidance issued by the Commission or its staff, (ii) the Adviser and the Trust may disclose Fund(s) portfolio holdings information (including with respect to the Manager Portion) in accordance with the Trust’s policies and procedures governing the disclosure of Fund(s) portfolio holdings, as amended or supplemented from time to time, and as required by applicable law or as otherwise provided hereunder, and (iii) the Manager will not use, nor will it seek to obtain, material non-public information concerning portfolio companies in connection with performing its duties hereunder. 

 

Section 8.  Proxies.   The Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Manager Portion of the Fund(s) are invested from time to time in accordance with the Trust’s policies on proxy voting.  The Manager will provide, when requested by the Adviser, information on a particular issuer to assist the Adviser in the voting of a proxy.

 

            Section 9.  Broker-Dealer Relationships.   The Manager is responsible for the purchase and sale of securities for the Manager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates.  The Manager’s primary consideration in effecting a security transaction will be to obtain the best execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for the Manager Portion of the Fund(s), the Manager will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund(s) on a continuing basis.  Accordingly, the price to the Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Manager Portion of the Fund(s) and to other clients of the Manager.  The Manager is further authorized to allocate the orders placed by it on behalf of the Manager Portion of the Fund(s) to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Manager shall determine and the Manager will report regularly to the Board upon request, indicating the services provided.

 

Provided the investment objective of the Fund(s) is adhered to, the Manager may aggregate sales and purchase orders of securities for the Manager Portion of the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation is reasonably expected to result in an overall economic benefit to the Fund(s).  In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily.  The Trust and the Adviser acknowledge that the Manager’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Manager’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Manager in the manner that the Manager considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients.  The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff.  The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with gross negligence or willful misconduct in the selection of such broker or dealer.

 

The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that is an affiliated person of the Manager or of the Adviser or the Sub-Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.   The Adviser and Sub-Adviser agree to provide the Manager a written list of any broker-dealers that are affiliated persons of the Adviser and Sub-Adviser and to update such list from time to time to ensure that it remains accurate and complete.

 

            Section 10.  Expenses of the Fund(s).  All of the ordinary business expenses incurred in the operations of the Fund(s) and the offering of their shares shall be borne by the Fund(s) unless specifically provided otherwise in this Agreement.  These expenses borne by the Trust include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund(s) in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund(s)’ shareholders.  

 

            The Manager shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement.  In addition, the Manager shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Adviser, the Sub-Adviser or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund(s)’ prospectuses and/or statement of additional information, and circulate the same, solely to reflect a change in the portfolio manager of the Manager in relation to the Fund(s); or (b) to obtain shareholder approval of a new sub-advisory agreement as a result of a change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change. 

 

            Section 11.  Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time. It is understood that the Adviser shall be responsible for the Manager’s fee for its services hereunder, and the Manager agrees that it shall have no claim against the Trust, the Fund(s) or the Sub-Adviser with respect to compensation under this Agreement.

 

            Section 12.  Standard of Care.  The Trust and Adviser and Sub-Adviser shall expect of the Manager, and the Manager will give the Trust and the Adviser and Sub-Adviser the benefit of, the Manager’s best judgment and efforts in rendering its services to the Trust, and the Manager shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its affiliates, officers, directors, employees or agents, the Manager shall not be subject to liability to the Adviser, the Sub-Adviser, the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.   The Manager shall not be liable hereunder to the Adviser, the Sub-Adviser, the Trust or any shareholders in the Trust with respect to any portion of the assets of the Trust not managed by the Manager.

 

            Section 13.  Non-Exclusivity.   The services of the Manager to the Sub-Adviser, the Adviser and the Trust are not to be deemed to be exclusive, and the Manager shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officers or directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies. 

 

            Section 14.   Records .  The Manager shall, with respect to the placing and allocation of brokerage orders placed by it for the purchase and sale of portfolio securities or other investment assets and other portfolio transactions of the Fund(s) in the Manager Portion, maintain or arrange for the maintenance of the documents and records required to be maintained by the Trust pursuant to Rule 31a-1 under the 1940 Act and other applicable law or regulation as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Fund(s)’ Administrator reasonably requests in writing to be maintained.  All such records shall be maintained in a form acceptable to the Fund(s) and in compliance with the provisions of Rule 31a-1 or any successor rule or other applicable law or regulation.  The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, any and all other documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service of the U.S. Department of Treasury.   All such records will be the property of the Trust, and will be available for inspection and use by the Trust and their authorized representatives (including the Adviser and the Sub-Adviser) at all times during the Manager’s normal business hours.  The Manager shall promptly, upon the request of the Trust or the Trust’s authorized representatives (including the Adviser and the Sub-Adviser), surrender and deliver to the Fund(s) those records which are the property of the Trust or any Fund(s) (provided that the Manager may also maintain copies of such records).  The Manager will promptly notify the Fund(s)’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

 

            Section 15 Term and Approval.   This Agreement shall become effective with respect to the Fund(s) after it is approved by the Board of Trustees of the Trust, including by a majority of the Trustees who are not interested persons of the Trust, and executed by the Trust, Adviser, Sub-Adviser and Manager, and shall continue in effect for more than two years from its effective date, provided that the continuation of this Agreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

            (a)        (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund(s) (as defined in Section 2(a)(42) of the 1940 Act), and

 

            (b)        by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

            Section 16.   Termination.   As required under the 1940 Act, this Agreement may be terminated with respect to the Fund(s) at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of the Fund(s)’ outstanding voting securities, or by the Adviser, Sub-Adviser or Manager, on sixty (60) days’ written notice to the other party.  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.  This Agreement shall automatically terminate in the event of the termination of the Advisory Agreement.    This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Trust in the event that the Manager commits a material violation of any governing law or regulation.

 

            Section 17.  Indemnification by the Manager.   In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Trust, the Adviser or the Sub-Adviser, or any of their respective officers, directors, employees, affiliates or agents, the Manager agrees to indemnify and hold the Trust, any Fund(s) of the Trust, the Adviser and the Sub-Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties of the Manager or any of its officers, directors, employees or agents.  The Manager shall not be liable hereunder for any losses or damages resulting from the Manager’s adherence to the written instructions of the Adviser or the Sub-Adviser.    

 

            Section 18.   Indemnification by the Trust, the Adviser and Sub-Adviser .  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Trust, the Adviser and the Sub-Adviser hereby agree to indemnify and hold the Manager, its affiliates and their respective officers, directors, employees, and agents (severally, but not jointly) harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or attributable to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund(s) or other securities, undertaken by the Fund(s), their officers, directors, employees or affiliates, (ii) resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund(s), the Adviser or the Sub-Adviser, and their respective officers, directors, employees or affiliates, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund(s), the Adviser or the Sub-Adviser or their respective officers, directors, employees, affiliates or agents; ; provided, however, the Sub-Adviser shall have no obligation to indemnify and hold harmless the Manager with respect to any of the foregoing matters to the extent the Sub-Adviser did not commit such violations, take such actions or act in such manner.  Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein or in Section 17 shall constitute a waiver or limitation of any rights which the Fund(s) may have and which may not be waived under any applicable federal and state securities laws. 

 

            Section 19.   Notices.   Any notices under this Agreement shall be in writing addressed and delivered or mailed postage paid to the other parties at such address as such other parties may designate for the receipt of such notice.  Until further notice to the other parties, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036, Attention: Sherri Rossoff, and that of the Manager shall be1290 East Main Street – 1 st floor Stamford, CT 06902, Attention: General Counsel.

 

            Section 20.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

Section 21.  Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Fund(s).  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser, the Sub-Adviser and the Manager.           

            Section 22.  Wells Fargo Name.   The Manager shall not, without prior written consent of the Adviser: (i) use in advertising, publicity or otherwise the name of “Wells Fargo,” including the name of Wells Fargo & Co. or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol, logo or any abbreviation, contraction or simulation thereof owned by Wells Fargo & Co. or any of its affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by the Manager has been approved or endorsed by Wells Fargo & Co. or any of its affiliates.

 

            The Fund(s) and the Adviser shall have permission to use the Manager’s name and information about the Manager as required by applicable law and in the marketing of the Fund in written materials relating to the Fund that refer to the Manager and/or the Manager’s investment strategy, including without limitation the Fund’s registration statement, shareholder reports and other offering documents and marketing materials prepared for distribution to shareholders of the Fund(s) or the public (such materials, the “Marketing Materials”).  The Fund(s) and the Adviser agree to furnish such Marketing Materials to the Manager (via email at an address designated by the Manager from time to time), for its prior review and approval (which approval shall not be withheld or withdrawn as to information required by applicable law or in response to comments of regulatory or self-regulatory agencies and their staff and shall not in other respects be otherwise unreasonably withheld or withdrawn), provided the requirement for prior approval shall apply solely with respect to the use of the Manager’s name and information specifically concerning the Manager and its investment strategy and not to any other content of the Marketing Materials.  If, following the furnishing of Marketing Materials, the Fund(s) or the Adviser do not receive a written response from the Manager with respect to such materials within one business day of its submission for approval, the content of such materials subject to the Manager’s approval shall be deemed accepted by the Manager.  The Manager agrees that the Fund(s) and the Adviser may request that the Manager approve the use of a type of Marketing Material, and if approved by the Manager, that the Fund(s) and the Adviser need not obtain approval for each additional piece of Marketing Material that is of substantially the same type or form, unless such consent is withdrawn in writing by the Manager.

       

            Section 23.  Confidentiality.   Subject to the provisions of the last paragraph of Section 7 hereof and this Section 23, the following shall be treated as confidential (“Confidential Information”): (i) any information or recommendations supplied by the Manager or which the Trust, the Adviser or the Sub-Adviser has access to in connection with the performance of its obligations and duties hereunder, including without limitation portfolio holdings in the Manager Portion, financial information or other information relating to the Manager; and (ii) any records and other information relative to the Trust, the Fund(s), the Adviser and the Sub-Adviser which the Manager receives or has access to in the performance of its duties in connection with the performance of its obligations and duties hereunder, including without limitation, prior, present or potential shareholders and clients, the list of Fund(s) portfolio securities, instruments and assets and liabilities of the Fund(s).  Except as may be required by applicable law or rule or as requested by regulatory authorities, Confidential Information may be disclosed to or used only as necessary to carry out the purposes of this Agreement (including, without limitation, the disclosure of Confidential Information to, or the use of the same by, the Fund(s)’ Custodian and fund accountant and other service providers supporting the operation of the Fund(s), the Fund(s)’ auditors, legal advisors to any party, and such other persons as the Fund(s), the Adviser and the Sub-Adviser may designate in connection with the operation and management of the Manager Portion).  The Manager shall not use its knowledge of Confidential Information regarding the Fund(s)’ portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund(s), it being understood and agreed that the foregoing shall not prohibit the Manager’s use of Confidential Information consisting of Fund(s) portfolio securities and instruments described in Section 23(ii) above in the course of Manager’s management of the Manager Portion and any of its other client accounts following similar strategies in accordance with the terms of this Agreement. 

 

            Without limiting the foregoing, each of the Trust, the Adviser, the Sub-Adviser, agrees that neither it nor any of its respective affiliates shall use its knowledge of Confidential Information relating to the investment program of the Manager Portion of the Fund(s) and/or the Manager’s research, recommendations or portfolio transactions as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others (e.g., other clients of the Adviser or the Sub-Adviser).

 

            The Manager hereby authorizes the Fund(s), the Adviser and the Sub-Adviser to use all related evaluation material, analyses and information regarding the Manager and the investment program of the Manager Portion of the Fund(s), including information about portfolio holdings and positions, in connection with: (i) marketing the Fund(s), (ii) providing ongoing information to existing Fund(s) shareholders, and (iii) providing any required regulatory disclosures.

 

            The confidentiality provisions of this Section 23 will not apply to any information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to another party; (ii) became known to a party from a source other than another party, and without breach of an obligation of confidentiality owed to another party; (iii) is independently developed by any party without reference to the information required by this Agreement to be treated confidentially; or (iv) is used by any party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 23 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a regulatory or judicial authority.

 

            Section 24. Severability. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be effected thereby.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

 

 

WELLS FARGO FUNDS TRUST

on behalf of the Fund(s)

 

 

By: __________________________________           

        Name:  C. David Messman

        Title:    Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By: __________________________________            

        Name:  Andrew Owen

        Title:   Executive Vice President

THE ROCK CREEK GROUP, LP

 

 

By: __________________________________           

                       Name:

                       Title:

 

 

CHILTON INVESTMENT COMPANY, LLC

 

 

By: __________________________________           

                       Name:

                       Title:

 


APPENDIX A

 

CHILTON INVESTMEN COMPANY, LLC

SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

 

Wells Fargo Advantage Alternative Strategies Fund

 

 

 

 

Approval by the Board of Trustees:  February 20, 2014

 

 

 

 

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC,

THE ROCK CREEK GROUP, LP AND

MELLON CAPITAL MANAGEMENT CORPORATION

 

This AGREEMENT is made as of this 1st day of April 2014, by and among Wells Fargo Funds Trust (the “Trust”), a business trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, The Rock Creek Group, LP, a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036 (the “Sub-Adviser”) and Mellon Capital Management Corporation, a corporation organized under the laws of Delaware with a principal place of business at 50 Fremont St., San Francisco, CA 94105 (the “Manager”).  

 

            WHEREAS , the Adviser, the Sub-Adviser and the Manager are each registered investment advisers under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”); and

 

WHEREAS, the Trust is registered under the U.S. Investment Company Act of 1940 (the “1940 Act”), as an open-end, series management investment company; and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003 and as amended and supplemented from time to time, between the Adviser and the Trust (the “Advisory Agreement”); and

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement and with the approval of the Trust’s Board, has retained the Sub-Adviser to provide specified investment advisory services to each series of the Trust listed in Appendix A hereto as it may be amended or supplemented from time to time (the “Fund(s)”) under the terms of an investment sub-advisory agreement, dated April 1, 2014 and as amended or supplemented from time to time, among the Trust, the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”); and

 

WHEREAS , the Adviser and the Sub-Adviser wish to retain the Manager, and the Trust’s Board has approved the retention of the Manager, to assist the Adviser and the Sub-Adviser in the provision of investment advisory services to the Fund(s), and

 

WHEREAS, the Manager is willing to provide those services on the terms and conditions set forth in this Agreement;

 

            NOW THEREFORE, the Trust, the Adviser, the Sub-Adviser and the Manager agree as follows: 

 

            Section 1.  The Trust. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the U.S. Securities and Exchange Commission (the “Commission”) under the 1940 Act and the U.S. Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund(s) contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.   

 

            Section 2.  Appointment of Manager.  Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser.

            Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser (the “Manager Portion”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser.  Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager’s provision of management services with respect to the Manager Portion by delivering investment guidelines, investment policies and investment restrictions (as amended from time to time, the “Investment Guidelines”), and the Manager shall manage the investment and reinvestment of the Manager Portion in accordance with the Investment Guidelines; provided, however that the Manager shall be given a sufficient notice to comply with any such revised Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make investment decisions with regard to the investment, reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer.  To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser.          

            Section 3.  Duties and Representations and Warranties of the Manager.

 

             (a)        The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Manager Portion of the Fund(s).  To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund(s) with respect to the Manager Portion thereof.  In all purchases, sales and other transactions in securities and other investment assets for the Manager Portion of the Fund(s), the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

 

            (b)        The Manager acknowledges that the Fund(s) and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers or other managers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act.  Accordingly, the Manager hereby agrees that it will not consult with any other sub-adviser or manager of a fund in the fund complex, or an affiliated person of a sub-adviser or manager except for any consultations with the Adviser and the Sub-Adviser, concerning transactions for a fund in securities or other fund assets.  With respect to a multi-managed Fund(s), the Manager shall be limited to managing only the Manager Portion as may be determined from time-to-time by the Board, the Adviser or the Sub-Adviser, and shall not consult with another manager as to any other portion of the Fund(s)’ portfolio concerning transactions for the Fund(s) in securities or other Fund assets.  Notwithstanding the foregoing, nothing herein shall be deemed to prohibit consultations between (i) a Manager that is not an affiliated person of the Adviser or the Sub-Adviser and a sub-adviser or manager that is an affiliated person of the Adviser or the Sub-Adviser or (ii) a Manager that is an affiliated person of the Adviser or Sub-Adviser and any other sub-adviser or manager.

 

            (c)        The Manager will report to the Board at each regular meeting thereof all material changes in the Manager Portion of the Fund(s) since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Manager Portion of the Fund(s) and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by the Manager Portion of the Fund(s), the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Manager Portion of the Fund(s) maintains investments.  At the request of the Adviser or the Sub-Adviser, the Manager shall review draft shareholder reports and annual updates to prospectuses and other documents and provide timely comments thereon.  The Manager will also furnish the Board with such statistical and analytical information with respect to securities or other assets in the Manager Portion of the Fund(s) as the Manager may believe appropriate or as the Board, the Adviser or the Sub-Adviser reasonably may request.  In making purchases and sales of securities for the Manager Portion of the Fund(s), the Manager will comply with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement, and the investment objectives, policies and restrictions of the Fund(s).

 

            (d)       The Manager shall promptly notify the Adviser and the Sub-Adviser (i) of any changes regarding the Manager that would impact disclosure in the Trust’s Registration Statement, including, without limitation, any change in the personnel of the Manager responsible for making investment decisions for the Fund(s), (ii) of any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 7 of this Agreement, and (iii) upon Manager becoming aware that it is, or likely may become, subject to any statutory disqualification pursuant to Section 9 of the 1940 Act or any other event otherwise that prevents the Manager from performing its duties pursuant to this Agreement.  The Manager shall notify the Adviser and the Sub-Adviser of any change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager promptly after the reasonable possibility of such event becomes known to Manager. The Manager shall, within two business days, notify the Adviser, the Sub-Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Sub-Adviser, the Fund(s) or the Trust. The Manager shall reasonably cooperate with the Fund(s)’ custodian (“Custodian”) in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund(s).

 

            (e)        The Manager shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Manager will be made available to consult with the Adviser, the Sub-Adviser, the Trust and the Board at reasonable times and upon reasonable notice concerning the Manager’s performance of services hereunder or any other aspect of the business of the Trust and the Fund(s).   Without limiting the generality of the foregoing, appropriate personnel of the Manager will assist the Adviser and/or the Board, upon request from the Adviser or Sub-Adviser, in the valuation of securities or other investment assets held within the Manager Portion of the Fund(s) in accordance with the Trust’s Procedures for the Valuation of Portfolio Securities.

 

            (f)        The Manager is not authorized to sub-contract or otherwise delegate any of the services contemplated hereby to any other person without the prior written consent of the Trust, the Adviser and the Sub-Adviser, which consent may be withheld for any reason.  Any attempt to sub-contract or delegate any such services without such consent shall be invalid.

 

            (g)        The Manager represents and warrants to the Adviser, the Sub-Adviser and the Trust that: (i) the Manager is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) the Manager is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Manager has been duly authorized by appropriate action of the Manager.

 

Section 4.  Delivery of Documents to the Manager.   The Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents:

 

(a)        The Declaration of Trust, as in effect on the date hereof;

(b)        The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein;

(c)        The Advisory Agreement and the Sub-Advisory Agreement; and

(d)       Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines

 

The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available and the Manager shall be provided with a sufficient notice to comply with any such revised documents.  The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. 

 

The Manager shall furnish the Adviser or the Sub-Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with the requirements of the Prospectus, the SAI, the Investment Guidelines, policies and procedures adopted by the Trust and applicable to the Trust and the Investment Guidelines in the performance of its obligations under this Agreement.

 

The Trust represents that it will claim an exclusion with respect to the Fund(s) from the definition of a “commodity pool operator” pursuant to Rule 4.5 of the Commodity Exchange Act of 1974, as amended (“CEA”) with respect to the Fund(s) at the commencement of its operations.   At the commencement of the Fund(s)’s operations, the Manager shall rely on an exemption from registration as a Commodity Trading Advisor under Rule 4.14(a)(8) of CEA with respect to registered investment companies that rely on an exemption in Rule 4.5 (as is the case with the Trust with respect to the Fund(s)) and will manage the account as if it was exempt from registration as a Commodity Trading Advisor.

 

Section 5.  Delivery of Documents to the Adviser and the Sub-Adviser.   The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents:

 

(a)        The Manager’s most recent Form ADV;

(b)        The Bank of New York Mellon’s most recent balance sheet;

(c)        The current Code of Ethics of the Manager, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code; and

(d)       Copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act, as amended from time to time, and the report memorializing the results of the annual review of the adequacy of such policies and procedures. 

 

In addition, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the results of any examination of the Manager by the Commission or other regulatory agency with respect to the Manager’s investment management activities.

 

The Manager will furnish the Adviser and the Sub-Adviser with all such documents as soon as practicable after such documents become available, to the extent that such documents have been changed materially The Manager shall furnish the Adviser and the Sub-Adviser with any further documents, materials or information as the Adviser or the Sub-Adviser may reasonably request in connection with the Manager’s performance of its duties under this Agreement, including, but not limited to, information regarding the Manager’s financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which may reasonably be requested in connection with Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the continuation of this Agreement for approval as set forth in Section 15 hereof.

 

            Section 6.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, and the Sub-Adviser under the Sub-Advisory Agreement, any investment activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Fund(s), shall at all times be subject to the direction and control of the Trust’s Board.

 

            Section 7.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Manager shall at all times comply with:

 

            (a)        all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (b)        the provisions of the Prospectus and SAI of the Trust, as it may be amended or supplemented from time to time, under the Securities Act and the 1940 Act;

 

            (c)        the provisions of  the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time;

 

            (d)       the provisions of any By-laws of the Trust, if adopted and as it may be amended from time to time, resolutions of the Board as may be adopted from time to time, the applicable provisions of written guidelines, policies and procedures adopted by the Trust or the Board, and the Investment Guidelines;          

 

            (e)        the provisions of the U.S. Internal Revenue Code of 1986, as amended, applicable to the Trust or the Fund(s); and

 

            (f)        any other applicable provisions of state or federal law.

 

            For purposes of clarification and without limiting the foregoing, the parties agree that the obligations of the Manager with respect to the foregoing will not require the Manger to comply with such provisions of law that apply specifically to the management of the Fund(s)’ assets or operation of the Fund(s) as a whole and not individually to the Manager Portion.             

 

            In addition, without limiting the generality of the foregoing, the Manager agrees that: (i) any code of ethics adopted by the Manager must comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as they may be amended from time to time, and, if requested by the Trust, the Adviser or the Sub-Adviser, any practices regarding personal investing as may be set out in any interpretive release or guidance issued by the Commission or its staff (ii) the Adviser and the Trust may disclose Fund(s) portfolio holdings information (including with respect to the Manager Portion) in accordance with the Trust’s policies and procedures governing the disclosure of Fund(s) portfolio holdings, as amended or supplemented from time to time, and as required by applicable law or as otherwise provided hereunder, and (iii) the Manager will not use, nor will it seek to obtain, material non-public information concerning portfolio companies in connection with performing its duties hereunder. 

 

Section 8.  Proxies.   The Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Manager Portion of the Fund(s) are invested from time to time in accordance with the Trust’s policies on proxy voting.  The Manager will provide, when requested by the Adviser, information on a particular issuer to assist the Adviser in the voting of a proxy. 

 

            Section 9.  Broker-Dealer Relationships.   The Manager is responsible for the purchase and sale of securities for the Manager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates.  The Manager’s primary consideration in effecting a security transaction will be to obtain the best price and execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for the Manager Portion of the Fund(s), the Manager will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund(s) on a continuing basis.  Accordingly, the price to the Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Manager Portion of the Fund(s) and to other clients of the Manager.  The Manager is further authorized to allocate the orders placed by it on behalf of the Manager Portion of the Fund(s) to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Manager shall determine and the Manager will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefor.

 

Provided the investment objective of the Fund(s) is adhered to, the Manager may aggregate sales and purchase orders for the Manager Portion of the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund(s).  In accounting for such aggregated orders, price and commission shall be averaged on a per security basis where possible.  If local regulations do not allow for average pricing, then a best fit allocation algorithm will be employed to optimize the allocation as close to an average as commercially reasonably possible.  The Trust and the Adviser acknowledge that the Manager’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Manager’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Manager in the manner that the Manager considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients.  The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff.  The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with gross negligence or willful misconduct in the selection of such broker or dealer.

 

The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that is an affiliated person of the Manager or of the Adviser or the Sub-Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions. 

 

            Section 10.  Expenses of the Fund(s).  All of the ordinary business expenses incurred in the operations of the Fund(s) and the offering of their shares shall be borne by the Fund(s) unless specifically provided otherwise in this Agreement.  These expenses borne by the Trust include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund(s) in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund(s)’ shareholders.  

 

            The Manager shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement.  In addition, the Manager shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Adviser, the Sub-Adviser or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund(s)’ prospectuses and/or statement of additional information, and circulate the same, solely to reflect a change in the personnel of the Manager responsible for making investment decisions in relation to the Fund(s); or (b) to obtain shareholder approval of a new sub-advisory agreement as a result of a change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change. 

 

            Section 11.  Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time.  It is understood that the Adviser shall be responsible for the Manager’s fee for its services hereunder, and the Manager agrees that it shall have no claim against the Trust, the Fund(s) or the Sub-Adviser with respect to compensation under this Agreement. 

 

            Section 12.  Standard of Care.  The Trust and Adviser and Sub-Adviser shall expect of the Manager, and the Manager will give the Trust and the Adviser and Sub-Adviser the benefit of, the Manager’s best judgment and efforts in rendering its services to the Trust, and the Manager shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Manager shall not be subject to liability to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.   

 

            Section 13.  Non-Exclusivity.   The services of the Manager to the Sub-Adviser, the Adviser and the Trust are not to be deemed to be exclusive, and the Manager shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officers or directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies. 

 

            Section 14.   Records .  The Manager shall, with respect to the placing and allocation of brokerage orders placed by it for the purchase and sale of portfolio securities or other investment assets and other portfolio transactions of the Fund(s) in the Manager Portion, maintain or arrange for the maintenance of the documents and records required to be maintained by the Trust pursuant to Rule 31a-1 under the 1940 Act and other applicable law or regulation as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Fund(s)’ Administrator reasonably requests to be maintained.  All such records shall be maintained in a form acceptable to the Fund(s) and in compliance with the provisions of Rule 31a-1 or any successor rule or other applicable law or regulation.  The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, any and all other documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service of the U.S. Department of Treasury.   All such records will be the property of the Trust, and will be available for inspection and use by the Trust and their authorized representatives (including the Adviser and the Sub-Adviser) at all times during the Manager’s normal business hours; provided however that the Manager may keep copies of any such records.  The Manager shall promptly, upon the request of the Trust or the Trust’s authorized representatives (including the Adviser and the Sub-Adviser), surrender and deliver to the Fund(s) those records which are the property of the Trust or any Fund(s).  The Manager will promptly notify the Fund(s)’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

 

            Section 15 Term and Approval.   This Agreement shall become effective with respect to the Fund(s) after it is approved by the Board of Trustees of the Trust, including by a majority of the Trustees who are not interested persons of the Trust, and executed by the Trust, Adviser, Sub-Adviser and Manager, and shall continue in effect for more than two years from its effective date, provided that the continuation of this Agreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

            (a)        (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund(s) (as defined in Section 2(a)(42) of the 1940 Act), and

 

            (b)        by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

            Section 16.   Termination.   As required under the 1940 Act, this Agreement may be terminated with respect to the Fund(s) at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of the Fund(s)’ outstanding voting securities, or by the Adviser, Sub-Adviser or Manager, on sixty (60) days’ written notice to the other party.  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.  This Agreement shall automatically terminate in the event of the termination of the Advisory Agreement.    This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Trust in the event that the Manager commits a material violation of any governing law or regulation.   

 

            Section 17.  Indemnification by the Manager.   In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Trust or the Adviser or the Sub-Adviser, or any of their respective officers, directors, employees, affiliates or agents,   the Manager agrees to indemnify and hold the Trust, any Fund(s) of the Trust, the Adviser and the Sub-Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind,   arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties of the Manager or any of its officers, directors, employees or agents. The Manager shall not be held liable for any actions or inactions of brokers or other counterparties except when the Manager was finally adjudged to have been guilty of willful misconduct or gross negligence in selection of such brokers or counterparties.    The Manager shall not be liable hereunder for any losses or damages resulting from the Manager’s adherence to the written instructions of the Adviser or the Sub-Adviser.    

 

            Section 18.   Indemnification by the Trust, the Adviser, and the Sub-Adviser .  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Trust, the Adviser and the Sub-Adviser each hereby agrees to indemnify and hold harmless the Manager   against any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund(s) or other securities, undertaken by the Fund(s), their officers, directors, employees or affiliates, (ii) resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund(s), the Adviser or the Sub-Adviser, and their respective officers, directors, employees or affiliates, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund(s), the Adviser or the Sub-Adviser or their respective officers, directors, employees or affiliates; provided, however, the Sub-Adviser shall have no obligation to indemnify and hold harmless the Manager with respect to any of the foregoing matters to the extent the Sub-Adviser did not commit such violations, take such actions or act in such manner.  Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein or in Section 17 shall constitute a waiver or limitation of any rights which the Fund(s) may have and which may not be waived under any applicable federal and state securities laws. 

 

            Section 19.   Notices.   Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid   or emailed (subject to confirmation of receipt) to the other parties at such address as such other parties may designate for the receipt of such notice.  Until further notice to the other parties, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036, Attention: Sherri Rossoff, and that of the Manager shall be 50 Fremont St., San Francisco, CA 94105, Attention: Client Service.

 

            Section 20.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

Section 21.  Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Fund(s).  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser, the Sub-Adviser and the Manager.           

            Section 22.  Wells Fargo Name.  The Manager shall not, without prior written consent of the Adviser: (i) use in advertising, publicity or otherwise the name of “Wells Fargo,” including the name of Wells Fargo & Co. or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol, logo or any abbreviation, contraction or simulation thereof owned by Wells Fargo & Co. or any of its affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by the Manager has been approved or endorsed by Wells Fargo & Co. or any of its affiliates.

 

            Section 23.  Confidentiality.   Subject to the provisions of the last paragraph of Section 7 hereof and this Section 23, the following shall be treated as confidential (“Confidential Information”): (i) any information or recommendations supplied by the Manager in connection with the performance of its obligations and duties hereunder, including without limitation portfolio holdings in the Manager Portion, financial information or other information relating to the Manager; and (ii) any records and other information relative to the Trust, the Fund(s), the Adviser and the Sub-Adviser which the Manager receives or has access to in the performance of its duties in connection with the performance of its obligations and duties hereunder, including without limitation, prior, present or potential shareholders and clients, the list of Fund(s) portfolio securities, instruments and assets and liabilities of the Fund(s).  Except as may be required by applicable law or rule or as requested by regulatory authorities, Confidential Information may be disclosed to or used only as necessary to carry out the purposes of this Agreement (including, without limitation, the disclosure of Confidential Information to, or the use of the same by, the Fund(s)’ Custodian, counterparties, trade repositories and fund accountant and other service providers supporting the operation of the Fund(s), the Fund(s)’ auditors, legal advisors to any party, and such other persons as the Fund(s), the Adviser and the Sub-Adviser may designate in connection with the operation and management of the Manager Portion).   The Manager shall not use its knowledge of Confidential Information regarding the Fund(s)’ portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund(s).

 

            The Manager hereby authorizes the Fund(s), the Adviser and the Sub-Adviser to use all related evaluation material, analyses and information regarding the Manager and the investment program of the Manager Portion of the Fund(s), including information about portfolio holdings and positions, in connection with: (i) marketing the Fund(s), (ii) providing ongoing information to existing Fund(s) shareholders, and (iii) providing any required regulatory disclosures.

 

            The confidentiality provisions of this Section 23 will not apply to any information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to another party; (ii) became known to a party from a source other than another party, and without breach of an obligation of confidentiality owed to another party; (iii) is independently developed by any party without reference to the information required by this Agreement to be treated confidentially; or (iv) is used by any party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 23 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a regulatory or judicial authority.

 

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

WELLS FARGO FUNDS TRUST

on behalf of the Fund(s)

 

 

By: __________________________________           

        Name:  C. David Messman

        Title:    Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By: __________________________________            

        Name:  Andrew Owen

        Title:   Executive Vice President

THE ROCK CREEK GROUP, LP

 

 

By: __________________________________           

                       Name:

                       Title:

 

 

MELLON CAPITAL MANAGEMENT CORPORATION

 

 

By: __________________________________           

                       Name:

                       Title:

 


APPENDIX A

 

MELLON CAPITAL MANAGEMENT CORPORATION

SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

 

Wells Fargo Advantage Alternative Strategies Fund

 

 

 

 

 

Approval by the Board of Trustees:  February 20, 2014

 

 

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC,

THE ROCK CREEK GROUP, LP AND

PASSPORT CAPITAL, LLC

 

This AGREEMENT is made as of this 1st day of April 2014, by and among Wells Fargo Funds Trust (the “Trust”), a business trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, The Rock Creek Group, LP, a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036 (the “Sub-Adviser”) and Passport Capital, LLC, a limited liability company organized under the laws of the State of Delaware, with its principal place of business at One Market Street, Steuart Tower, Ste. 2300, San Francisco, California  94105 (the “Manager”).  

 

            WHEREAS , the Adviser, the Sub-Adviser and the Manager are each registered investment advisers under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”); and

 

WHEREAS, the Trust is registered under the U.S. Investment Company Act of 1940 (the “1940 Act”), as an open-end, series management investment company; and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003 and as amended and supplemented from time to time, between the Adviser and the Trust (the “Advisory Agreement”); and

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement and with the approval of the Trust’s Board, has retained the Sub-Adviser to provide specified investment advisory services to each series of the Trust listed in Appendix A hereto as it may be amended or supplemented from time to time (the “Fund(s)”) under the terms of an investment sub-advisory agreement, dated April 1, 2014 and as amended or supplemented from time to time, among the Trust, the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”); and

 

WHEREAS , the Adviser and the Sub-Adviser wish to retain the Manager, and the Trust’s Board has approved the retention of the Manager, to assist the Adviser and the Sub-Adviser in the provision of investment advisory services to the Fund(s), and

 

WHEREAS, the Manager is willing to provide those services on the terms and conditions set forth in this Agreement;

 

            NOW THEREFORE, the Trust, the Adviser, the Sub-Adviser and the Manager agree as follows: 

 

            Section 1.  The Trust. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the U.S. Securities and Exchange Commission (the “Commission”) under the 1940 Act and the U.S. Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund(s) contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.   

 

            Section 2.  Appointment of Manager.  Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s).

 

            Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser.

 

              Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the “Manager Portion”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser.  Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the “Investment Guidelines”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines.  

The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager’s discretion, investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer.  The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser.  To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. 

           

            Section 3.  Duties and Representations and Warranties of the Manager.

 

             (a)        The Adviser shall notify the Manager in writing of the initial amount of the Manager Portion, and shall use commercially reasonable efforts to provide the Manager with at least 5 business days advance written notice of any material increase or decrease in the Manager Portion.  The Manager shall make all decisions whether to purchase, sell, retain, convert, borrow, lend or exchange, securities, instruments, property and any other investment, cash or cash equivalent assets for the Manager Portion of the Fund(s).  To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders, issue instructions and execute documentation with respect to those transactions of the Fund(s) with respect to the Manager Portion thereof.  In all purchases, sales and other transactions in securities and other investment assets for the Manager Portion of the Fund(s), the Manager is authorized to exercise full discretion without prior consent of the Adviser or Sub-Adviser and act for the Trust and instruct the custodian of the Fund(s) (the “Custodian”) in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.  Without limiting the foregoing, the Manager shall have the authority to instruct the Custodian: (i) to pay cash for securities and other property delivered to the Custodian, (ii) to deliver securities and other property against payment for the Manager Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Manager may designate, all consistent with the powers, authorities and limitations set forth herein. The Manager shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Manager except as expressly provided herein.  All transactions will be consummated by payment to or delivery by the Custodian, or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Manager Portion, and the Sub-Adviser shall not have possession or custody thereof.  The Trust shall issues to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Manager.

 

            (b)        The Manager acknowledges that the Fund(s) and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers or other managers in the fund complex (and their affiliated persons), each of which will be identified to the Manager in writing (the “Other Sub-Advisers/Managers”) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act.  Accordingly, the Manager hereby agrees that it will not consult with any Other Sub-Adviser/Manager concerning transactions for a Fund in securities or other Fund assets.  With respect to a multi-managed Fund(s), the Manager shall be limited to managing only the Manager Portion, and shall not consult with another Sub-Adviser/Manager as to any other portion of the Fund(s)’ portfolio concerning transactions for the Fund(s) in securities or other Fund assets.  Notwithstanding the foregoing, nothing herein shall be deemed to prohibit consultations between (i) a Manager that is not an affiliated person of the Adviser or the Sub-Adviser and a sub-adviser or manager that is an affiliated person of the Adviser or the Sub-Adviser or (ii) a Manager that is an affiliated person of the Adviser or Sub-Adviser and any other sub-adviser or manager.

 

            (c)        The Manager will report to the Board at each regular meeting thereof all material changes in the Manager Portion of the Fund(s) since the prior report, and will also keep the Board informed of important developments affecting the Manager Portion of the Fund(s) and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by the Manager Portion of the Fund(s), the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Manager Portion of the Fund(s) maintains investments.  At the request of the Adviser or the Sub-Adviser, the Manager shall review draft shareholder reports and annual updates to prospectuses and other documents and provide comments thereon with respect to the Manager and the Manager Portion, provided, however, that Manager receives such documents at least five (5) business days prior to the day on which such comments are due.  The Manager will also furnish the Board with such statistical and analytical information with respect to securities or other assets in the Manager Portion of the Fund(s) as the Manager may believe appropriate or as the Board, the Adviser or the Sub-Adviser reasonably may request.  In making purchases and sales of securities for the Manager Portion of the Fund(s), the Manager will comply with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement, and the investment objectives, policies and restrictions of the Fund(s).

 

            (d)       The Manager shall promptly notify the Adviser and the Sub-Adviser (i) of any material changes regarding the Manager that would impact disclosure in the Trust’s Registration Statement, including, without limitation, any change in the personnel of the Manager responsible for making investment decisions for the Fund(s), (ii) of any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 7 of this Agreement, and (iii) upon Manager becoming aware that it is, or likely may become, subject to any statutory disqualification pursuant to Section 9 of the 1940 Act or any other event otherwise that prevents the Manager from performing its duties pursuant to this Agreement.  The Manager shall notify the Adviser and the Sub-Adviser of any change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager promptly after the reasonable possibility of such event becomes known to Manager.  The Manager shall, within two business days, notify the Adviser, the Sub-Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Sub-Adviser, the Fund(s) or the Trust, but excluding any routine request or sweep examination of any regulatory or self-regulatory agency with jurisdiction over the Manager.  The Manager shall reasonably cooperate with the Custodian in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund(s) with respect to the Manager Portion.

 

            (e)        The Manager shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Manager will be made available to consult with the Adviser, the Sub-Adviser, the Trust and the Board at reasonable times during normal business hours and upon reasonable notice concerning the Manager’s performance of services hereunder or any other aspect of the business of the Trust and the Fund(s).   Without limiting the generality of the foregoing, appropriate personnel of the Manager will provide reasonable assistance to the Adviser and/or the Board in the valuation of securities or other investment assets held within the Manager Portion of the Fund(s) in accordance with the Trust’s Procedures for the Valuation of Portfolio Securities.  The parties acknowledge that the Manager and a Fund may use different pricing vendors, which may result in valuation discrepancies.

 

            (f)        The Manager is not authorized to sub-contract or otherwise delegate any of the services contemplated hereby to any other person without the prior written consent of the Trust, the Adviser and the Sub-Adviser, which consent may be withheld for any reason.  Any attempt to sub-contract or delegate any such services without such consent shall be invalid.

 

            (g)        The Manager represents and warrants to the Adviser, the Sub-Adviser and the Trust that: (i) the Manager is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) the Manager is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Manager has been duly authorized by appropriate action of the Manager.

 

            (h)        Each of the Adviser and Sub-Adviser represents and warrants to the Manager (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) it is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Adviser and Sub-Adviser has been duly authorized by appropriate action of the Adviser and Sub-Adviser.

 

Section 4.  Delivery of Documents to the Manager.   The Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents:

 

(a)        The Declaration of Trust and By-Laws of the Trust, as in effect on the date hereof;

(b)        The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein;

(c)        The Advisory Agreement and the Sub-Advisory Agreement; and

(d)       Resolutions of the Board as may be adopted from time to time that affect the Manager’s services to the Manager Portion provided pursuant to this Agreement; and

(e)        Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines.

 

The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available.  The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. 

 

The Manager shall furnish the Adviser or the Sub-Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement; provided, however, that the Trust, the Adviser and the Sub-Adviser each understands and agrees that the Manager shall bear no responsibility or liability for failure to comply with the foregoing documents and any supplements or amendments thereto, until the Manager has received and had a reasonable opportunity to review such materials. 

 

Section 5.  Delivery of Documents to the Adviser and the Sub-Adviser.   The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents:

 

(a)        The Manager’s most recent Form ADV;

 

(b)        The current Code of Ethics of the Manager, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code; and

(c)        Copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act, as amended from time to time, and the report memorializing the results of the annual review of the adequacy of such policies and procedures. 

 

In addition, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the results of any examination of the Manager by the Commission or other regulatory agency with appropriate jurisdiction over the Manager and respect to the Manager’s investment management activities.

 

The Manager will furnish the Adviser and the Sub-Adviser with all such documents as soon as practicable after such documents become available, to the extent that such documents have been changed materially.  The Manager shall furnish the Adviser and the Sub-Adviser with any further documents, materials or information as the Adviser or the Sub-Adviser may reasonably request in connection with the Manager’s performance of its duties under this Agreement, including, but not limited to, information regarding the Manager’s financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which may reasonably be requested in connection with Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the continuation of this Agreement for approval as set forth in Section 15 hereof.

 

            Section 6.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, and the Sub-Adviser under the Sub-Advisory Agreement, any investment activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Fund(s), shall at all times be subject to the direction and control of the Trust’s Board.

 

            Section 7.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Manager shall at all times comply with:

 

            (a)        with respect to the Manager Portion, all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (b)        the provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time, filed with the Commission under the Securities Act and the 1940 Act;

 

            (c)        the provisions of  the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time;

 

            (d)       the provisions of any By-laws of the Trust, if adopted and as it may be amended from time to time, resolutions of the Board as may be adopted from time to time that affect the Manager’s services to the Manager Portion provided pursuant to this Agreement, the applicable provisions of written guidelines, policies and procedures adopted by the Trust or the Board, and the Investment Guidelines; and

 

            (e)        any other applicable provisions of state or federal law.

 

            For purposes of clarification and without limiting the foregoing, the parties agree that the obligations of the Manager with respect to the foregoing will not require the Manager to comply with such provisions of law that apply specifically to the management of the Fund(s)’ assets or operation of the Fund(s) as a whole and not individually to the Manager Portion.             

 

            In addition, without limiting the generality of the foregoing, the Manager agrees that: (i) as it applies to the Manager Portion, any code of ethics adopted by the Manager must comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as they may be amended from time to time, and, if requested by the Trust, the Adviser or the Sub-Adviser, any practices regarding personal investing as may be set out in any interpretive release or guidance issued by the Commission or its staff, (ii) the Adviser and the Trust may disclose the Fund(s) portfolio holdings information (including with respect to the Manager Portion) in accordance with the Trust’s policies and procedures governing the disclosure of Fund(s) portfolio holdings, as amended or supplemented from time to time, and as required by applicable law or as otherwise provided hereunder, and (iii) the Manager will not knowingly use, nor will it seek to obtain, material non-public information concerning portfolio companies in connection with performing its duties hereunder. 

 

Section 8.  Proxies.   The Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Manager Portion of the Fund(s) are invested from time to time in accordance with the Trust’s policies on proxy voting.  The Manager will provide, when requested by the Adviser, information on a particular issuer held in the Manager Portion to assist the Adviser in the voting of a proxy. 

 

            Section 9.  Broker-Dealer Relationships.   The Manager is responsible for the purchase and sale of securities for the Manager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates.  Subject to the remainder of this paragraph, Manager’s primary consideration in effecting a security transaction will be to obtain the best price and execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for the Manager Portion of the Fund(s), the Manager will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund(s) on a continuing basis.  Accordingly, the price to the Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Manager Portion of the Fund(s) and to other clients of the Manager.  The Manager is further authorized to allocate the orders placed by it on behalf of the Manager Portion of the Fund(s) to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Manager shall determine and the Manager will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefor.

 

Provided the investment objective of the Manager Portion of the Fund(s) is adhered to, the Manager may aggregate sales and purchase orders of securities for the Manager Portion of the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund(s).  In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily.  The Trust and the Adviser acknowledge that the Manager’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Manager’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Manager in the manner that the Manager considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients over time.  The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff.  The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with gross negligence or willful misconduct in the selection of such broker or dealer.

 

The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that is an affiliated person of the Manager or that is described in writing to the Manager as being an affiliated person of the Adviser or the Sub-Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.

 

            Section 10.  Expenses of the Fund(s).  All of the ordinary business expenses incurred in the operations of the Fund(s) and the offering of their shares shall be borne by the Fund(s) unless specifically provided otherwise in this Agreement.  These expenses borne by the Trust include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund(s) in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund(s)’ shareholders.  

 

            The Manager shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement.  In addition, the Manager shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Adviser, the Sub-Adviser or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund(s)’ prospectuses and/or statement of additional information, and circulate the same, solely to reflect a change in the personnel of the Manager responsible for making investment decisions in relation to the Fund(s); or (b) to obtain shareholder approval, if required, of a new sub-advisory agreement as a result of a change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change. 

 

            Section 11.  Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time.  It is understood that the Adviser shall be responsible for the Manager’s fee for its services hereunder, and the Manager agrees that it shall have no claim against the Trust, the Fund(s) or the Sub-Adviser with respect to compensation under this Agreement. 

 

            Section 12.  Standard of Care.  The Trust and Adviser and Sub-Adviser shall expect of the Manager, and the Manager will give the Trust and the Adviser and Sub-Adviser the benefit of, the Manager’s best judgment and efforts in rendering its services to the Trust, and the Manager shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Manager shall not be subject to liability to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.  

 

            Section 13.  Non-Exclusivity.   The services of the Manager to the Sub-Adviser, the Adviser and the Trust are not to be deemed to be exclusive, and the Manager shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officers, directors, partners and members of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, members, managers, directors or trustees of any other firm or trust, including other investment advisory companies. 

 

            Section 14.   Records .  The Manager shall, with respect to the placing and allocation of brokerage orders placed by it for the purchase and sale of portfolio securities or other investment assets and other portfolio transactions of the Fund(s) in the Manager Portion, maintain or arrange for the maintenance of the documents and records required to be maintained by the Trust pursuant to Rule 31a-1 under the 1940 Act and other applicable law or regulation as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Fund(s)’ Administrator reasonably requests to be maintained.  All such records shall be maintained in a form reasonably acceptable to the Fund(s) and in compliance with the provisions of Rule 31a-1 or any successor rule or other applicable law or regulation.  The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, any and all other documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with appropriate jurisdiction over the Trust, including the Commission and the Internal Revenue Service of the U.S. Department of Treasury.  All such records will be the property of the Trust, and will be available for inspection and use by the Trust and its authorized representatives (including the Adviser and the Sub-Adviser) at all times during the Manager’s normal business hours.  The Manager shall promptly, upon the request of the Trust or the Trust’s authorized representatives (including the Adviser and the Sub-Adviser), surrender and deliver to the Fund(s) those records which are the property of the Trust or any Fund(s), but may retain copies of such records.  The Manager will promptly notify the Fund(s)’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

 

            Section 15 Term and Approval.   This Agreement shall become effective with respect to the Fund(s) after it is approved by the Board of Trustees of the Trust, including by a majority of the Trustees who are not interested persons of the Trust, and executed by the Trust, Adviser, Sub-Adviser and Manager, and shall continue in effect for more than two years from its effective date, provided that the continuation of this Agreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

            (a)        (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund(s) (as defined in Section 2(a)(42) of the 1940 Act), and

 

            (b)        by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

            Section 16.   Termination.   As required under the 1940 Act, this Agreement may be terminated with respect to the Fund(s) at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of the Fund(s)’ outstanding voting securities, or by the Adviser, Sub-Adviser or Manager, on sixty (60) days’ written notice to the other party.  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.  This Agreement shall automatically terminate in the event of the termination of the Advisory Agreement.    This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Trust in the event that the Manager commits a material violation of any governing law or regulation.      

 

            Section 17.  Indemnification by the Manager.   In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Trust or the Adviser, or any of their respective officers, partners, members, managers, directors, employees, affiliates or agents, the Manager agrees to indemnify and hold the Trust, any Fund(s) of the Trust, the Adviser and the Sub-Adviser and their respective officers, partners, members, managers, directors, employees, affiliates and agents (severally, but not jointly) harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind,   arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties of the Manager or any of its officers, directors, employees or agents.  The Manager shall not be liable hereunder for any losses or damages resulting from the Manager’s adherence to the written instructions of the Adviser or the Sub-Adviser.    

 

            Section 18.   Indemnification by the Trust .  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties hereunder on the part of the Manager or any of its officers, directors, members, managers, employees or agents, the Trust hereby agrees to indemnify and hold harmless the Manager   against any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund(s) or other securities, undertaken by the Fund(s), their officers, directors, employees or affiliates, (ii) resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund(s), their officers, directors, employees or affiliates, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund(s), or their respective officers, directors, employees or affiliates.  Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein or in Section 17 shall constitute a waiver or limitation of any rights which the Fund(s) may have and which may not be waived under any applicable federal and state securities laws. 

 

            Section 19.   Notices.   Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other parties at such address as such other parties may designate for the receipt of such notice.  Until further notice to the other parties, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036, Attention: Sherri Rossoff, and that of the Manager shall be One Market Street, Steuart Tower, Ste. 2200, San Francisco, California  94105, Attention: Julie Kim.

 

            Section 20.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

Section 21.  Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Fund(s).  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser, the Sub-Adviser and the Manager.           

            Section 22.  Wells Fargo Name.  The Manager shall not, without prior written consent of the Adviser: (i) use in advertising, publicity or otherwise the name of “Wells Fargo,” including the name of Wells Fargo & Co. or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol, logo or any abbreviation, contraction or simulation thereof owned by Wells Fargo & Co. or any of its affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by the Manager has been approved or endorsed by Wells Fargo & Co. or any of its affiliates.

            In the event the Manager is no longer acting as a sub-advisor to any Fund, then the Adviser and Sub-Adviser shall promptly remove any reference to the Manager from all materials relating to the Trust.

 

            The Manager may use the performance of the Manager Portion in its performance information. 

 

            Section 23.  Confidentiality.   Subject to the provisions of the last paragraph of Section 7 hereof and this Section 23, the following shall be treated as confidential (“Confidential Information”): (i) any information or recommendations supplied by the Manager in connection with the performance of its obligations and duties hereunder, including without limitation portfolio holdings in the Manager Portion, financial information or other information relating to the Manager; and (ii) any records and other information relative to the Trust, the Fund(s), the Adviser and the Sub-Adviser which the Manager receives or has access to in the performance of its duties in connection with the performance of its obligations and duties hereunder, including without limitation, prior, present or potential shareholders and clients, the list of Fund(s) portfolio securities, instruments and assets and liabilities of the Fund(s).  Except as may be required by applicable law or rule or as requested by regulatory or self-regulatory authorities or judicial process, Confidential Information may be disclosed to or used only as necessary to carry out the purposes of this Agreement (including, without limitation, the disclosure of Confidential Information to, or the use of the same by, the Fund(s)’ Custodian and fund accountant and other service providers supporting the operation of the Fund(s), the Fund(s)’ auditors, legal advisors to any party, and such other persons as the Fund(s), the Adviser and the Sub-Adviser may designate in connection with the operation and management of the Manager Portion).   The Manager shall not use its knowledge of Confidential Information regarding the Fund(s)’ portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund(s). 

 

            The Manager hereby authorizes the Fund(s), the Adviser and the Sub-Adviser to use the ten largest positions in the Manager Portion and such information about the Fund(s)’ portfolio holdings and positions that may be required to be disclosed by applicable law, in connection with: (i) marketing the Fund(s), (ii) providing ongoing information to existing Fund(s) shareholders, and (iii) providing any required regulatory disclosures.

 

            The confidentiality provisions of this Section 23 will not apply to any information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to another party; (ii) became known to a party from a source other than another party, and without breach of an obligation of confidentiality owed to another party; (iii) is independently developed by any party without reference to the information required by this Agreement to be treated confidentially; or (iv) is used by any party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 23 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a regulatory, self-regulatory or judicial authority.

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

WELLS FARGO FUNDS TRUST

on behalf of the Fund(s)

 

 

By: __________________________________           

        Name:  C. David Messman

        Title:    Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By: __________________________________            

        Name:  Andrew Owen

        Title:   Executive Vice President

THE ROCK CREEK GROUP, LP

 

 

By: __________________________________           

                       Name:

                       Title:

 

 

PASSPORT CAPITAL, LLC

 

 

By: __________________________________           

                       Name:

                       Title:

           

           

 


APPENDIX A

 

PASSPORT CAPITAL, LLC

SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

 

Wells Fargo Advantage Alternative Strategies Fund

 

 

 

 

 

Approval by the Board of Trustees:  February 20, 2014

 

 

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC,

THE ROCK CREEK GROUP, LP AND

River Canyon Fund Management LLC

 

This AGREEMENT is made as of this 1st day of April 2014, by and among Wells Fargo Funds Trust (the “Trust”), a business trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, The Rock Creek Group, LP, a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036 (the “Sub-Adviser”) and River Canyon Fund Management LLC, a limited liability company organized under the laws of Delaware with a principal place of business at 2000 Avenue of the Stars, 11 th Floor, Los Angeles, California 90067 (the “Manager”).  

 

            WHEREAS , the Adviser, the Sub-Adviser and the Manager are each registered investment advisers under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”); and

 

WHEREAS, the Trust is registered under the U.S. Investment Company Act of 1940 (the “1940 Act”), as an open-end, series management investment company; and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003 and as amended and supplemented from time to time, between the Adviser and the Trust (the “Advisory Agreement”); and

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement and with the approval of the Trust’s Board, has retained the Sub-Adviser to provide specified investment advisory services to each series of the Trust listed in Appendix A hereto as it may be amended or supplemented from time to time (the “Fund(s)”) under the terms of an investment sub-advisory agreement, dated April 1, 2014 and as amended or supplemented from time to time, among the Trust, the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”); and

 

WHEREAS , the Adviser and the Sub-Adviser wish to retain the Manager, and the Trust’s Board has approved the retention of the Manager, to assist the Adviser and the Sub-Adviser in the provision of investment advisory services to the Fund(s), and

 

WHEREAS, the Manager is willing to provide those services on the terms and conditions set forth in this Agreement;

 

            NOW THEREFORE, the Trust, the Adviser, the Sub-Adviser and the Manager agree as follows: 

 

            Section 1.  The Trust. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the U.S. Securities and Exchange Commission (the “Commission”) under the 1940 Act and the U.S. Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund(s) contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.   

 

            Section 2.  Appointment of Manager.  Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s).

 

            Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser.

 

              Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser, and communicated to the Manager, as described herein (the “Manager Portion”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser.  Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager’s provision of management services with respect to the Manager Portion by delivering investment guidelines, investment policies and investment restrictions (as amended from time to time, the “Investment Guidelines”), and the Manager shall manage the investment and reinvestment of the Manager Portion in accordance with the Investment Guidelines.   The investment authority granted to the Manager with respect to the Manager Portion shall include only the discretionary authority to make investment decisions with regard to the investment, reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer.  To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. 

           

            Section 3.  Duties and Representations and Warranties of the Manager.

 

             (a)        The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Manager Portion of the Fund(s).  To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders, issue instructions and execute documentation with respect to those transactions of the Fund(s) with respect to the Manager Portion thereof.  In all purchases, sales and other transactions in securities and other investment assets for the Manager Portion of the Fund(s), the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

   

            (b)        The Manager acknowledges that the Fund(s) and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers or other managers in the fund complex (and their affiliated persons), each of which will be identified to the Manager in writing (the “Other Managers”) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act.  Accordingly, the Manager hereby agrees that it will not knowingly consult with any Other Managers concerning transactions for a fund in securities or other Fund(s) assets.  With respect to a multi-managed Fund(s), the Manager shall be limited to managing only the Manager Portion as may be determined from time-to-time by the Board, the Adviser or the Sub-Adviser, and shall not consult with the Other Managers as to any other portion of the Fund(s)’ portfolio concerning transactions for the Fund(s) in securities or other Fund assets.  Notwithstanding the foregoing, nothing herein shall be deemed to prohibit consultations between (i) the Manager that is not an affiliated person of the Adviser or the Sub-Adviser and a sub-adviser or manager that is an affiliated person of the Adviser or the Sub-Adviser or (ii) the Manager that is an affiliated person of the Adviser or Sub-Adviser and any other sub-adviser or manager.

 

            (c)        The Manager will report to the Board at each regular meeting thereof all material changes in the Manager Portion of the Fund(s) since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Manager Portion of the Fund(s) and the Manager, and will furnish the Board from time to time with such information as the Board, the Adviser or Sub-Adviser may reasonably request, whether concerning the individual companies whose securities are held by the Manager Portion of the Fund(s), the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Manager Portion of the Fund(s) maintains investments.  At the request of the Adviser or the Sub-Adviser, the Manager shall review draft shareholder reports and annual updates to prospectuses and other documents and provide timely comments thereon.  The Manager will also furnish the Board with such statistical and analytical information with respect to securities or other assets in the Manager Portion of the Fund(s) in respect of the Manager Portion as the Board, the Adviser or the Sub-Adviser may reasonably request. In making purchases and sales of securities for the Manager Portion of the Fund(s), the Manager will comply with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement, and the investment objectives, policies and restrictions of the Fund(s).

 

            (d)       The Manager shall promptly notify the Adviser and the Sub-Adviser (i) of any changes regarding the Manager that would impact disclosure in the Trust’s Registration Statement, including, without limitation, any change in the personnel of the Manager responsible for making investment decisions for the Fund(s), (ii) of any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 7 (Compliance with Applicable Requirements) of this Agreement, and (iii) upon Manager becoming aware that it is, or likely may become, subject to any statutory disqualification pursuant to Section 9 of the 1940 Act or any other event otherwise that prevents the Manager from performing its duties pursuant to this Agreement.  The Manager shall notify the Adviser and the Sub-Adviser promptly: (a) of any change in “control or(as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager, or (b) after executing any definitive agreement that provides for transactions that when consummated would result in a change in control of the Manager, or, if earlier, upon notice of any such transactions to other clients of the Manager.  The Manager shall, within two business days, notify the Adviser, the Sub-Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Sub-Adviser, the Fund(s) or the Trust.  The Manager shall reasonably cooperate with the Fund(s)’ custodian (“Custodian”) in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund(s).

 

            (e)        The Manager shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Manager will be made available to consult with the Adviser, the Sub-Adviser, the Trust and the Board at reasonable times and upon reasonable notice concerning the Manager’s performance of services hereunder or any other aspect of the business of the Trust and the Fund(s).   Without limiting the generality of the foregoing, appropriate personnel of the Manager will assist the Adviser and/or the Board in the valuation of securities or other investment assets held within the Manager Portion of the Fund(s) in accordance with the Trust’s Procedures for the Valuation of Portfolio Securities.

 

            (f)        The Manager is not authorized to sub-contract or otherwise delegate any of the services contemplated hereby to any other person without the prior written consent of the Trust, the Adviser and the Sub-Adviser, which consent may be withheld for any reason.  Any attempt to sub-contract or delegate any such services without such consent shall be invalid.

 

            (g)        The Manager represents and warrants to the Adviser, the Sub-Adviser and the Trust that: (i) the Manager is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) the Manager is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Manager has been duly authorized by appropriate action of the Manager.

 

            (h)        Each of the Adviser and Sub-Adviser represents and warrants to the Manager that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) it is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Adviser and Sub-Adviser has been duly authorized by appropriate action of the Adviser and Sub-Adviser.

 

Section 4.  Delivery of Documents to the Manager.   The Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents:

 

(a)        The Declaration of Trust and By-Laws of the Trust, as in effect on the date hereof;

(b)        The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein;

(c)        The Advisory Agreement and the Sub-Advisory Agreement; and

(d)       Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines.

 

The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available, and the Manager shall not be liable hereunder for failure to comply with the foregoing until the Manager has received such documents or drafts thereof.  The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. 

 

The Manager shall furnish the Adviser or the Sub-Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement. 

 

Section 5.  Delivery of Documents to the Adviser and the Sub-Adviser.   The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents:

 

(a)        The Manager’s most recent Form ADV;

(b)        The Manager’s most recent balance sheet;

(c)        The current Code of Ethics of the Manager, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code; and

(d)       Copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act, as amended from time to time, and the report memorializing the results of the annual review of the adequacy of such policies and procedures. 

 

In addition, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the results of any examination of the Manager by the Commission or other regulatory agency with respect to the Manager’s investment management activities.

 

The Manager will furnish the Adviser and the Sub-Adviser with all such documents as soon as practicable after such documents become available, to the extent that such documents have been changed materially.  The Manager shall furnish the Adviser and the Sub-Adviser with any further documents, materials or information as the Adviser or the Sub-Adviser may reasonably request in connection with the Manager’s performance of its duties under this Agreement, including, but not limited to, information regarding the Manager’s financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which may reasonably be requested in connection with Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the continuation of this Agreement for approval as set forth in Section 15 hereof.

 

            Section 6.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, and the Sub-Adviser under the Sub-Advisory Agreement, any investment activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Fund(s), shall at all times be subject to the direction and control of the Trust’s Board.

 

            Section 7.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Manager shall at all times comply with:

 

            (a)        all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (b)        the provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time, under the Securities Act and the 1940 Act;

 

            (c)        the provisions of  the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time;

 

            (d)       the provisions of any By-laws of the Trust, if adopted and as it may be amended from time to time, resolutions of the Board as may be adopted from time to time, the applicable provisions of written guidelines, policies and procedures adopted by the Trust or the Board, and the Investment Guidelines;

 

            (e)        the provisions of the U.S. Internal Revenue Code of 1986, as amended, applicable to the Manager Portion; and

 

            (f)        any other provisions of state or federal law applicable to the Manager’s role as a sub-advisor to the Manager Portion.

 

            For purposes of clarification and without limiting the foregoing, the parties agree that the obligations of the Manager with respect to the foregoing will not require the Manger to comply with such provisions of law that apply specifically to the management of the Fund(s)’ assets or operation of the Fund(s) as a whole and not individually to the Manager Portion.  The Manager shall not be required to comply with the requirements or conditions of any exemptive order of the Commission or no-action letter of the Commission staff issued specifically to the Trust or the Fund(s) and applicable to the services provided by the Manager hereunder unless such order or letter shall have been delivered to the Manager by the Adviser or the Sub-Adviser.          

 

            In addition, without limiting the generality of the foregoing, the Manager agrees that: (i) any code of ethics adopted by the Manager must comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as they may be amended from time to time, and, if requested by the Trust, the Adviser or the Sub-Adviser, any practices regarding personal investing as may be set out in any interpretive release or published guidance issued by the Commission or its staff, (ii) the Adviser and the Trust may disclose Fund(s) portfolio holdings information (including with respect to the Manager Portion) in accordance with the Trust’s policies and procedures governing the disclosure of Fund(s) portfolio holdings, as amended or supplemented from time to time, and as required by applicable law or as otherwise provided hereunder, and (iii) the Manager will not use, nor will it seek to obtain, material non-public information concerning portfolio companies in connection with performing its duties hereunder. 

 

Section 8.  Proxies.   The Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Manager Portion of the Fund(s) are invested from time to time in accordance with the Trust’s policies on proxy voting.  The Manager will provide, when requested by the Adviser, information it has or can obtain without unreasonable burden or expense on a particular issuer held on behalf of the Manager Portion to assist the Adviser in the voting of a proxy.

 

            Section 9.  Broker-Dealer Relationships.   The Manager is responsible for the purchase and sale of securities for the Manager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates.  Subject to the remainder of this paragraph, the Manager’s primary consideration in effecting a security transaction will be to seek to obtain the best price and execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for the Manager Portion of the Fund(s), the Manager will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund(s) (or the Manager or its clients) on a continuing basis.  Accordingly, the price to the Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Manager Portion of the Fund(s) and to other clients of the Manager.  The Manager is further authorized to allocate the orders placed by it on behalf of the Manager Portion of the Fund(s) to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Manager shall determine and the Manager will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefor.

 

Provided the investment objective of the Manager Portion is adhered to, the Manager may aggregate sales and purchase orders of securities for the Manager Portion of the Manager Portion with similar orders being made at approximately the same time for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation is consistent with the objective of seeking to obtain best execution (as described in the preceding paragraph).  In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily, to the extent permitted by the executing broker.  The Trust and the Adviser acknowledge that the Manager’s determination that such aggregation is consistent with the objective of seeking to obtain best execution may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Manager’s fiduciary duty to fairly allocate trading opportunities among its clients, efficiency of execution by the Manager, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Manager in the manner that the Manager considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients over time.  The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff.  The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with gross negligence or willful misconduct in the selection of such broker or dealer.

 

The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that is an affiliated person of the Manager or of the Adviser or the Sub-Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.

 

            Section 10.  Expenses of the Fund(s).  All of the ordinary business expenses incurred in the operations of the Fund(s) and the offering of their shares shall be borne by the Fund(s) unless specifically provided otherwise in this Agreement.  These expenses borne by the Trust include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund(s) in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund(s)’ shareholders.  

 

            The Manager shall pay its own overhead expenses in connection with the services to be provided by it pursuant to this Agreement.  In addition, the Manager shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Adviser, the Sub-Adviser or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund(s)’ prospectuses and/or statement of additional information, and circulate the same, solely to reflect a change in the personnel of the Manager responsible for making investment decisions in relation to the Fund(s); (b) to obtain shareholder approval, if required, of a new sub-advisory agreement as a result of a change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change; or (c) to obtain Board approval of a new sub-advisory agreement as a result of a change of the type described in clause (b) if the Manager requests that approval be sought at a special, as opposed to a regularly scheduled, Board meeting. 

 

            Section 11.  Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, pro rated for partial periods based on calendar days, as such Schedule may be amended or supplemented from time to time.  It is understood that the Adviser shall be responsible for the Manager’s fee for its services hereunder, and the Manager agrees that it shall have no claim against the Trust, the Fund(s) or the Sub-Adviser with respect to compensation under this Agreement. 

 

            Section 12.  Standard of Care.  The Trust and Adviser and Sub-Adviser shall expect of the Manager, and the Manager will give the Trust and the Adviser and Sub-Adviser the benefit of, the Manager’s best judgment and efforts in rendering its services to the Trust, and the Manager shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Manager shall not be subject to liability to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

 

            Section 13.  Non-Exclusivity.   The services of the Manager to the Sub-Adviser, the Adviser and the Trust are not to be deemed to be exclusive, and the Manager shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officers, directors, managers, partners and members of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, members, managers, directors or trustees of any other firm or trust, including other investment advisory companies. 

 

            Section 14.   Records .  The Manager shall, with respect to the placing and allocation of brokerage orders placed by it for the purchase and sale of portfolio securities or other investment assets and other portfolio transactions of the Fund(s) in the Manager Portion, maintain or arrange for the maintenance of the documents and records required to be maintained by the Trust pursuant to Rule 31a-1 under the 1940 Act and other applicable law or regulation as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Fund(s)’ Administrator reasonably requests to be maintained.  All such records shall be maintained in a form reasonably acceptable to the Fund(s) and in compliance with the provisions of Rule 31a-1 or any successor rule or other applicable law or regulation.  The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, any and all other documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service of the U.S. Department of Treasury.   All such records will be the property of the Trust, and will be available for inspection and use by the Trust and their authorized representatives (including the Adviser and the Sub-Adviser) at all times during the Manager’s normal business hours.  The Manager shall promptly, upon the request of the Trust or the Trust’s authorized representatives (including the Adviser and the Sub-Adviser), surrender and deliver to the Fund(s) those records which are the property of the Trust or any Fund(s).  The Manager will promptly notify the Fund(s)’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

 

            Section 15 Term and Approval.   This Agreement shall become effective with respect to the Fund(s) after it is approved by the Board of Trustees of the Trust, including by a majority of the Trustees who are not interested persons of the Trust, and executed by the Trust, Adviser, Sub-Adviser and Manager, and shall continue in effect for more than two years from its effective date, provided that the continuation of this Agreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

            (a)        (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund(s) (as defined in Section 2(a)(42) of the 1940 Act), and

 

            (b)        by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

            Section 16.   Termination.   As required under the 1940 Act, this Agreement may be terminated with respect to the Fund(s) at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of the Fund(s)’ outstanding voting securities, or by the Adviser, Sub-Adviser or Manager, on sixty (60) days’ written notice to the other party.  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.  This Agreement shall automatically terminate in the event of the termination of the Advisory Agreement.   

 

            This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Trust in the event that the Manager commits a material violation of any governing law or regulation in connection with its activities hereunder.      

 

            Section 17.  Indemnification by the Manager.   In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Trust or the Adviser or the Sub-Adviser, or any of their respective officers, directors, employees, affiliates or agents, the Manager agrees to indemnify and hold the Trust, any Fund(s) of the Trust, the Adviser and the Sub-Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind,  arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties of the Manager or any of its officers, directors, employees or agents.  The Manager shall not be liable hereunder for any losses or damages resulting from the Manager’s adherence to the written instructions of the Adviser or the Sub-Adviser.    

 

            Section 18.   Indemnification by the Trust, the Adviser and the Sub-Adviser .  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Trust, the Adviser and the Sub-Adviser each hereby agrees to indemnify and hold harmless the Manager  against any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund(s) or other securities, undertaken by the Fund(s), their officers, directors, employees or affiliates, (ii) resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund(s), the Adviser or the Sub-Adviser or their respective officers, directors, employees or affiliates, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund(s), the Adviser or the Sub-Adviser or their respective officers, directors, employees or affiliates; provided, however, the Sub-Adviser shall have no obligation to indemnify and hold harmless the Manager with respect to any of the foregoing matters to the extent the Sub-Adviser did not commit such violations, take such actions or act in such manner.  Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein or in Section 17 shall constitute a waiver or limitation of any rights which the Fund(s) may have and which may not be waived under any applicable federal and state securities laws. 

 

            Section 19.   Notices.   Any notices under this Agreement shall be in writing, (i) addressed and delivered or mailed postage paid to the other parties at such address as such other parties may designate for the receipt of such notice, or (ii) sent by electronic transmission, in each case, which notice shall be effective upon written confirmation of receipt thereof by such other party.    Until further notice to the other parties, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036, Attention: Sherri Rossoff, and that of the Manager shall be 2000 Avenue of the Stars, 11 th Floor, Los Angeles California, 90067, to the attention of the Chief Compliance Officer, with a copy to the General Counsel (or, if sent by electronic transmission, compliance@canyonpartners.com, with a copy to legal@canyonpartners.com). 

 

            Section 20.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

Section 21.  Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Fund(s).  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser, the Sub-Adviser and the Manager.           

            Section 22.  Wells Fargo Name.  The Manager shall not, without prior written consent of the Adviser: (i) use in advertising, publicity or otherwise the name of “Wells Fargo,” including the name of Wells Fargo & Co. or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol, logo or any abbreviation, contraction or simulation thereof owned by Wells Fargo & Co. or any of its affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by the Manager has been approved or endorsed by Wells Fargo & Co. or any of its affiliates.

 

            The Manager hereby grants each of the Trust, the Adviser, the Sub-Adviser, the Fund(s)’ administrator, the Fund’s distributor and their affiliates and subsidiaries (each of the aforementioned, a “Fund Party”) a non-exclusive fully revocable license to use its name, the names of its affiliates, tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof in the Trust’s and the Fund(s)’ disclosure documents, shareholder communications, advertising, sales literature and similar communications.  The Manager may use the performance of the Manager Portion in its composite performance.

 

            In the event that the Manager is no longer acting as a sub-adviser to any Fund(s), then the Adviser shall promptly update the prospectus and statement of additional information relating to the Fund(s) to clearly disclose that the Manager is no longer acting in such capacity and shall update all other marketing materials to remove references to the Manager at the next periodic update thereof.

 

            Section 23.  Confidentiality.   Subject to the provisions of the last paragraph of Section 7 hereof and this Section 23, the following shall be treated as confidential (“Confidential Information”): (i) any information or recommendations supplied by the Manager in connection with the performance of its obligations and duties hereunder, including without limitation portfolio holdings in the Manager Portion, financial information or other information relating to the Manager; and (ii) any records and other information relative to the Trust, the Fund(s), the Adviser and the Sub-Adviser which the Manager receives or has access to in the performance of its duties in connection with the performance of its obligations and duties hereunder, including without limitation, prior, present or potential shareholders and clients, the list of Fund(s) portfolio securities, instruments and assets and liabilities of the Fund(s).  Except as may be required by applicable law or rule or as requested by regulatory authorities, Confidential Information may be disclosed to or used only as necessary to carry out the purposes of this Agreement (including, without limitation, the disclosure of Confidential Information to, or the use of the same by, the Fund(s)’ Custodian and fund accountant and other service providers supporting the operation of the Fund(s), the Fund(s)’ auditors, legal advisors to any party, and such other persons as the Fund(s), the Adviser and the Sub-Adviser may designate in connection with the operation and management of the Manager Portion).  The Manager shall not use its knowledge of Confidential Information regarding the Fund(s)’ portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund(s). 

 

            The Manager hereby authorizes the Fund(s), the Adviser and the Sub-Adviser to use all related evaluation material, analyses and information regarding the Manager and the investment program of the Manager Portion of the Fund(s), including information about portfolio holdings and positions, in connection with: (i) marketing the Fund(s), (ii) providing ongoing information to existing Fund(s) shareholders, and (iii) providing any required regulatory disclosures.

 

            The confidentiality provisions of this Section 23 will not apply to any information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to another party; (ii) became known to a party from a source other than another party, and without breach of an obligation of confidentiality owed to another party; (iii) is independently developed by any party without reference to the information required by this Agreement to be treated confidentially; or (iv) is used by any party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 23 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a regulatory or judicial authority.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

WELLS FARGO FUNDS TRUST

on behalf of the Fund(s)

 

 

By: __________________________________           

        Name:  C. David Messman

        Title:    Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By: __________________________________            

        Name:  Andrew Owen

        Title:   Executive Vice President

THE ROCK CREEK GROUP, LP

 

 

By: __________________________________           

                       Name:

                       Title:

 

 

                                       RIVER CANYON FUND MANAGEMENT LLC

 

 

By: __________________________________           

                       Name:

                       Title:

 


APPENDIX A

 

RIVER CANYON FUND MANAGEMENT LLC

SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

 

Wells Fargo Advantage Alternative Strategies Fund

 

 

 

 

Approval by the Board of Trustees:  February 20, 2014

 

 

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC,

THE ROCK CREEK GROUP, LP AND

Sirios Capital Management, L.P.

 

This AGREEMENT is made as of this 1st day of April 2014, by and among Wells Fargo Funds Trust (the “Trust”), a business trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, The Rock Creek Group, LP, a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036 (the “Sub-Adviser”) and Sirios Capital Management, L.P., a   Limited Partnership organized under the laws of Delaware with a principal place of business at One International Place, 30 th Floor, Boston, Massachusetts 02110 (the “Manager”).  

 

            WHEREAS , the Adviser, the Sub-Adviser and the Manager are each registered investment advisers under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”); and

 

WHEREAS, the Trust is registered under the U.S. Investment Company Act of 1940 (the “1940 Act”), as an open-end, series management investment company; and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003 and as amended and supplemented from time to time, between the Adviser and the Trust (the “Advisory Agreement”); and

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement and with the approval of the Trust’s Board, has retained the Sub-Adviser to provide specified investment advisory services to each series of the Trust listed in Appendix A hereto as it may be amended or supplemented from time to time (the “Fund(s)”) under the terms of an investment sub-advisory agreement, dated April 1, 2014 and as amended or supplemented from time to time, among the Trust, the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”); and

 

WHEREAS , the Adviser and the Sub-Adviser wish to retain the Manager, and the Trust’s Board has approved the retention of the Manager, to assist the Adviser and the Sub-Adviser in the provision of investment advisory services to the Fund(s), and

 

WHEREAS, the Manager is willing to provide those services on the terms and conditions set forth in this Agreement;

 

            NOW THEREFORE, the Trust, the Adviser, the Sub-Adviser and the Manager agree as follows: 

 

            Section 1.  The Trust. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the U.S. Securities and Exchange Commission (the “Commission”) under the 1940 Act and the U.S. Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund(s) contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.   

 

            Section 2.  Appointment of Manager.  Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s).

 

            Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser.

 

              Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser (the “Manager Portion”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser.  Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager’s provision of management services with respect to the Manager Portion by delivering investment guidelines, investment policies and investment restrictions (as amended from time to time, the “Investment Guidelines”), and the Manager shall manage the investment and reinvestment of the Manager Portion in accordance with the Investment Guidelines.   The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make investment decisions with regard to the investment, reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer.  To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. 

           

            Section 3.  Duties and Representations and Warranties of the Manager.

 

             (a)        The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Manager Portion of the Fund(s).  To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund(s) with respect to the Manager Portion thereof.  In all purchases, sales and other transactions in securities and other investment assets for the Manager Portion of the Fund(s), the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

 

            (b)        The Manager acknowledges that the Fund(s) and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers or other managers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act.  Accordingly, the Manager hereby agrees that it will not consult with any other sub-adviser or manager of a fund in the fund complex, or an affiliated person of a sub-adviser or manager, concerning transactions for a fund in securities or other fund assets.  With respect to a multi-managed Fund(s), the Manager shall be limited to managing only the Manager Portion as may be determined from time-to-time by the Board, the Adviser or the Sub-Adviser, and shall not consult with another manager as to any other portion of the Fund(s)’ portfolio concerning transactions for the Fund(s) in securities or other Fund assets.  Notwithstanding the foregoing, nothing herein shall be deemed to prohibit consultations between (i) a Manager that is not an affiliated person of the Adviser or the Sub-Adviser and a sub-adviser or manager that is an affiliated person of the Adviser or the Sub-Adviser or (ii) a Manager that is an affiliated person of the Adviser or Sub-Adviser and any other sub-adviser or manager.

 

            (c)        The Manager will report to the Board at each regular meeting thereof all material changes in the Manager Portion of the Fund(s) since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Manager Portion of the Fund(s) and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by the Manager Portion of the Fund(s), the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Manager Portion of the Fund(s) maintains investments.  At the request of the Adviser or the Sub-Adviser, the Manager shall review draft shareholder reports and annual updates to prospectuses and other documents and provide timely comments thereon.  The Manager will also furnish the Board with such statistical and analytical information with respect to securities or other assets in the Manager Portion of the Fund(s) as the Manager may believe appropriate or as the Board, the Adviser or the Sub-Adviser reasonably may request.  In making purchases and sales of securities for the Manager Portion of the Fund(s), the Manager will comply with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement, and the investment objectives, policies and restrictions of the Fund(s).

 

            (d)       The Manager shall promptly notify the Adviser and the Sub-Adviser (i) of any changes regarding the Manager that would impact disclosure in the Trust’s Registration Statement, including, without limitation, any change in the personnel of the Manager responsible for making investment decisions for the Fund(s), (ii) of any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 7 of this Agreement, and (iii) upon Manager becoming aware that it is, or likely may become, subject to any statutory disqualification pursuant to Section 9 of the 1940 Act or any other event otherwise that prevents the Manager from performing its duties pursuant to this Agreement.  The Manager shall notify the Adviser and the Sub-Adviser of any change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager promptly after the reasonable possibility of such event becomes known to Manager.  The Manager shall, within two business days, notify the Adviser, the Sub-Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Sub-Adviser, the Fund(s) or the Trust.  The Manager shall reasonably cooperate with the Fund(s)’ custodian (“Custodian”) in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund(s). 

 

            (e)        The Manager shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Manager will be made available to consult with the Adviser, the Sub-Adviser, the Trust and the Board at reasonable times and upon reasonable notice concerning the Manager’s performance of services hereunder or any other aspect of the business of the Trust and the Fund(s).   Without limiting the generality of the foregoing, appropriate personnel of the Manager will assist the Adviser and/or the Board in the valuation of securities or other investment assets held within the Manager Portion of the Fund(s) in accordance with the Trust’s Procedures for the Valuation of Portfolio Securities.

 

            (f)        The Manager is not authorized to sub-contract or otherwise delegate any of the services contemplated hereby to any other person without the prior written consent of the Trust, the Adviser and the Sub-Adviser, which consent may be withheld for any reason.  Any attempt to sub-contract or delegate any such services without such consent shall be invalid.

 

            (g)        The Manager represents and warrants to the Adviser, the Sub-Adviser and the Trust that: (i) the Manager is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) the Manager is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Manager has been duly authorized by appropriate action of the Manager.

 

 

Section 4.  Delivery of Documents to the Manager.   The Adviser or the Sub-Adviser represent to the Manager that they have furnished the Manager with true, correct and complete copies of the following documents:

 

(a)        The Declaration of Trust, and By-laws (if any);

(b)        The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein;

(c)        The Advisory Agreement and the Sub-Advisory Agreement; and

(d)       Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines.

 

The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available.  The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. 

 

The Manager shall furnish the Adviser or the Sub-Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement. 

 

Section 5.  Delivery of Documents to the Adviser and the Sub-Adviser.   The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents:

 

(a)        The Manager’s most recent Form ADV;

(b)        The Manager’s most recent balance sheet;

(c)        The current Code of Ethics of the Manager, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code; and

(d)       Copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act, as amended from time to time, and the report memorializing the results of the annual review of the adequacy of such policies and procedures. 

 

In addition, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the results of any examination of the Manager by the Commission or other regulatory agency with respect to the Manager’s investment management activities.

 

The Manager will furnish the Adviser and the Sub-Adviser with all such documents as soon as practicable after such documents become available, to the extent that such documents have been changed materially.  The Manager shall furnish the Adviser and the Sub-Adviser with any further documents, materials or information as the Adviser or the Sub-Adviser may reasonably request in connection with the Manager’s performance of its duties under this Agreement, including, but not limited to, information regarding the Manager’s financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which may reasonably be requested in connection with Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the continuation of this Agreement for approval as set forth in Section 15 hereof.

 

            Section 6.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, and the Sub-Adviser under the Sub-Advisory Agreement, any investment activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Fund(s), shall at all times be subject to the direction and control of the Trust’s Board.

 

            Section 7.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Manager shall at all times comply with:

 

            (a)        all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (b)        the provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time, under the Securities Act and the 1940 Act;

 

            (c)        the provisions of  the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time;

 

            (d)       the provisions of any By-laws of the Trust, if adopted and as it may be amended from time to time, resolutions of the Board as may be adopted from time to time, the applicable provisions of written guidelines, policies and procedures adopted by the Trust or the Board, and the Investment Guidelines;

 

            (e)        the provisions of the U.S. Internal Revenue Code of 1986, as amended, applicable to the Trust or the Fund(s); and

 

            (f)        any other applicable provisions of state or federal law.

 

            For purposes of clarification and without limiting the foregoing, the parties agree that the obligations of the Manager with respect to the foregoing will not require the Manger to comply with such provisions of law that apply specifically to the management of the Fund(s)’ assets or operation of the Fund(s) as a whole and not individually to the Manager Portion.             

 

            In addition, without limiting the generality of the foregoing, the Manager agrees that: (i) any code of ethics adopted by the Manager must comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as they may be amended from time to time, and, if requested by the Trust, the Adviser or the Sub-Adviser, any practices regarding personal investing as may be set out in any interpretive release or guidance issued by the Commission or its staff, (ii) the Adviser and the Trust may disclose Fund(s) portfolio holdings information (including with respect to the Manager Portion) in accordance with the Trust’s policies and procedures governing the disclosure of Fund(s) portfolio holdings, as amended or supplemented from time to time, and as required by applicable law or as otherwise provided hereunder, and (iii) the Manager will not use, nor will it seek to obtain, material non-public information concerning portfolio companies in connection with performing its duties hereunder. 

 

Section 8.  Proxies.   The Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Manager Portion of the Fund(s) are invested from time to time in accordance with the Trust’s policies on proxy voting.  The Manager will provide, when requested by the Adviser, information on a particular issuer to assist the Adviser in the voting of a proxy. 

 

            Section 9.  Broker-Dealer Relationships.   The Manager is responsible for the purchase and sale of securities for the Manager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates.  The Manager’s primary consideration in effecting a security transaction will be to obtain the best price and execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for the Manager Portion of the Fund(s), the Manager will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund(s) on a continuing basis.  Accordingly, the price to the Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Manager Portion of the Fund(s) and to other clients of the Manager.  The Manager is further authorized to allocate the orders placed by it on behalf of the Manager Portion of the Fund(s) to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Manager shall determine and the Manager will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefor.

 

Provided the investment objective of the Fund(s) is adhered to, the Manager may aggregate sales and purchase orders of securities for the Manager Portion of the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation is conducted in a manner reasonably determined in good faith by the Manager to be fair and equitable to the Fund(s) over time.  In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily.  The Trust and the Adviser acknowledge that the Manager’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Manager’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Manager in the manner that the Manager considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients.  The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff.  The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with gross negligence or willful misconduct in the selection of such broker or dealer.

 

The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that is an affiliated person of the Manager or that the Adviser or Sub-Adviser has communicated to the Manager in writing is an affiliated person of the Adviser or the Sub-Adviser, in each case except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.  For purposes of the preceding sentence “affilated person” shall be interepreted in accordance with the 1940 Act and the rules thereunder.

 

            Section 10.  Expenses of the Fund(s).  All of the ordinary business expenses incurred in the operations of the Fund(s) and the offering of their shares shall be borne by the Fund(s) unless specifically provided otherwise in this Agreement.  These expenses borne by the Trust include, but are not limited to, brokerage commissions, mark-ups or mark-downs or commission equivalents, margin or other interest expenses related to derivatives transactions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund(s) in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund(s)’ shareholders.  

 

            The Manager shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement.  In addition, the Manager shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Adviser, the Sub-Adviser or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund(s)’ prospectuses and/or statement of additional information, and circulate the same, solely to reflect a change in the personnel of the Manager responsible for making investment decisions in relation to the Fund(s); or (b) to obtain shareholder approval of a new sub-advisory agreement solely as a result of a change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change. 

 

            Section 11.  Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time.  It is understood that the Adviser shall be responsible for the Manager’s fee for its services hereunder, and the Manager agrees that it shall have no claim against the Trust, the Fund(s) or the Sub-Adviser with respect to compensation under this Agreement.  

 

            Section 12.  Standard of Care.  The Trust and Adviser and Sub-Adviser shall expect of the Manager, and the Manager will give the Trust and the Adviser and Sub-Adviser the benefit of, the Manager’s reasonable best judgment and efforts in rendering its services to the Trust, and the Manager shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Manager shall not be subject to liability to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.  

 

            Section 13.  Non-Exclusivity.   The services of the Manager to the Sub-Adviser, the Adviser and the Trust are not to be deemed to be exclusive, and the Manager shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officers or directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies. 

 

            Section 14.   Records .  The Manager shall, with respect to the placing and allocation of brokerage orders placed by it for the purchase and sale of portfolio securities or other investment assets and other portfolio transactions of the Fund(s) in the Manager Portion, maintain or arrange for the maintenance of the documents and records required to be maintained by the Trust pursuant to Rule 31a-1 under the 1940 Act and other applicable law or regulation as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Fund(s)’ Administrator reasonably requests to be maintained.  All such records shall be maintained in a form acceptable to the Fund(s) and in compliance with the provisions of Rule 31a-1 or any successor rule or other applicable law or regulation.  The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, any and all other documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service of the U.S. Department of Treasury.   All such records will be the property of the Trust, and will be available for inspection and use by the Trust and their authorized representatives (including the Adviser and the Sub-Adviser) at all times during the Manager’s normal business hours.  The Manager shall promptly, upon the request of the Trust or the Trust’s authorized representatives (including the Adviser and the Sub-Adviser), surrender and deliver to the Fund(s) those records which are the property of the Trust or any Fund(s).  The Manager will promptly notify the Fund(s)’ Administrator if it experiences any difficulty in maintaining the records required under this Section 14 in an accurate and complete manner.

 

            Section 15 Term and Approval.   This Agreement shall become effective with respect to the Fund(s) after it is approved by the Board of Trustees of the Trust, including by a majority of the Trustees who are not interested persons of the Trust, and executed by the Trust, Adviser, Sub-Adviser and Manager, and shall continue in effect for more than two years from its effective date, provided that the continuation of this Agreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

            (a)        (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund(s) (as defined in Section 2(a)(42) of the 1940 Act), and

 

            (b)        by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

            Section 16.   Termination.   As required under the 1940 Act, this Agreement may be terminated with respect to the Fund(s) at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of the Fund(s)’ outstanding voting securities, or by the Adviser, Sub-Adviser or Manager, on sixty (60) days’ written notice to the other party.  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.  This Agreement shall automatically terminate in the event of the termination of the Advisory Agreement.    This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Trust in the event that the Manager commits a material violation of any governing law or regulation.      

 

            Section 17.  Indemnification by the Manager.   In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Trust or the Adviser, or any of their respective officers, directors, employees, affiliates or agents, the Manager agrees to indemnify and hold the Trust, any Fund(s) of the Trust, the Adviser and the Sub-Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind,   arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties of the Manager or any of its officers, directors, employees or agents.  The Manager shall not be liable hereunder for any losses or damages resulting from the Manager’s adherence to the written instructions of the Adviser or the Sub-Adviser.    

 

            Section 18.   Indemnification by the Trust .  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Trust hereby agrees to indemnify and hold harmless the Manager   against any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund(s) or other securities, undertaken by the Fund(s), their officers, directors, employees or affiliates, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund(s), their officers, directors, employees or affiliates, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund(s), or their respective officers, directors, employees or affiliates.  Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein or in Section 17 shall constitute a waiver or limitation of any rights which the Fund(s) may have and which may not be waived under any applicable federal and state securities laws. 

 

            Section 19.   Notices.   Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other parties at such address as such other parties may designate for the receipt of such notice.  Until further notice to the other parties, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036, Attention: Sherri Rossoff, and that of the Manager shall be One International Place, 30 th Floor, Boston, MA 02110, Attention: John F. Brennan, Jr. with a copy send to Attention: Jeffrey W. Kimmel.

 

            Section 20.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

Section 21.  Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Fund(s).  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser, the Sub-Adviser and the Manager.           

            Section 22.  Wells Fargo Name.  The Manager shall not, without prior written consent of the Adviser: (i) use in advertising, publicity or otherwise the name of “Wells Fargo,” including the name of Wells Fargo & Co. or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol, logo or any abbreviation, contraction or simulation thereof owned by Wells Fargo & Co. or any of its affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by the Manager has been approved or endorsed by Wells Fargo & Co. or any of its affiliates.

 

            Section 23.  Confidentiality.   Subject to the provisions of the last paragraph of Section 7 hereof and this Section 23, the following shall be treated as confidential (“Confidential Information”): (i) any information or recommendations supplied by the Manager in connection with the performance of its obligations and duties hereunder, including without limitation portfolio holdings in the Manager Portion, financial information or other information relating to the Manager; and (ii) any records and other information relative to the Trust, the Fund(s), the Adviser and the Sub-Adviser which the Manager receives or has access to in the performance of its duties in connection with the performance of its obligations and duties hereunder, including without limitation, prior, present or potential shareholders and clients, the list of Fund(s) portfolio securities, instruments and assets and liabilities of the Fund(s).  Except as may be required by applicable law or rule or as requested by regulatory authorities, Confidential Information may be disclosed to or used only as necessary to carry out the purposes of this Agreement (including, without limitation, the disclosure of Confidential Information to, or the use of the same by, the Fund(s)’ Custodian and fund accountant and other service providers supporting the operation of the Fund(s), the Fund(s)’ auditors, legal advisors to any party, and such other persons as the Fund(s), the Adviser and the Sub-Adviser may designate in connection with the operation and management of the Manager Portion).   The Manager shall not use its knowledge of Confidential Information regarding the Fund(s)’ portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund(s), it being understood and agreed that the foregoing shall not prohibit the Manager’s use of Confidential Information consisting of portfolio securities and instruments held in the Manager Portion and related research and recommendations of the Manager described in Section 23(ii) above in the course of Manager’s management of the Manager Portion and any of its other client accounts following similar strategies in accordance with the terms of this Agreement.

 

Without limiting the foregoing, each of the Trust, the Adviser, the Sub-Adviser, agrees that neither it nor any of its respective affiliates shall use its knowledge of Confidential Information relating to the investment program of the Manager Portion of the Fund(s) and/or the Manager’s research, recommendations or portfolio transactions as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others (e.g., other clients of the Adviser or the Sub-Adviser).

 

            The Manager hereby authorizes the Fund(s), the Adviser and the Sub-Adviser to use all related evaluation material, analyses and information regarding the Manager and the investment program of the Manager Portion of the Fund(s), including information about portfolio holdings and positions, in connection with: (i) marketing the Fund(s), (ii) providing ongoing information to existing Fund(s) shareholders, and (iii) providing any required regulatory disclosures.

 

            The confidentiality provisions of this Section 23 will not apply to any information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to another party; (ii) became known to a party from a source other than another party, and without breach of an obligation of confidentiality owed to another party; (iii) is independently developed by any party without reference to the information required by this Agreement to be treated confidentially; or (iv) is used by any party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 23 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a regulatory or judicial authority.

 

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

WELLS FARGO FUNDS TRUST

on behalf of the Fund(s)

 

 

By: __________________________________           

        Name:  C. David Messman

        Title:    Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By: __________________________________            

        Name:  Andrew Owen

        Title:   Executive Vice President

THE ROCK CREEK GROUP, LP

 

 

By: __________________________________           

                       Name:

                       Title:

 

 

SIRIOS CAPITAL MANAGEMENT, L.P.

 

 

By: __________________________________                         

                       Name:

                       Title:

 

             

 


APPENDIX A

 

SIRIOS CAPITAL MANAGEMENT, L.P.

SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

 

Wells Fargo Advantage Alternative Strategies Fund

 

 

 

 

 

Approval by the Board of Trustees:  February 20, 2014

 

 

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC,

THE ROCK CREEK GROUP, LP AND

WELLINGTON MANAGEMENT COMPANY, LLP

 

This AGREEMENT is made as of this 1st day of April 2014, by and among Wells Fargo Funds Trust (the “Trust”), a business trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, The Rock Creek Group, LP, a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036 (the “Sub-Adviser”) and Wellington Management Company, LLP, a general partnership organized under the laws of Massachusetts with a principal place of business at 280 Congress Street, Boston, Massachusetts 02025 (the “Manager”).    

 

            WHEREAS , the Adviser, the Sub-Adviser and the Manager are each registered investment advisers under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”); and

 

WHEREAS, the Trust is registered under the U.S. Investment Company Act of 1940 (the “1940 Act”), as an open-end, series management investment company; and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003 and as amended and supplemented from time to time, between the Adviser and the Trust (the “Advisory Agreement”); and

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement and with the approval of the Trust’s Board, has retained the Sub-Adviser to provide specified investment advisory services to each series of the Trust listed in Appendix A hereto as it may be amended or supplemented from time to time (the “Fund(s)”) under the terms of an investment sub-advisory agreement, dated April 1, 2014 and as amended or supplemented from time to time, among the Trust, the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”); and

 

WHEREAS , the Adviser and the Sub-Adviser wish to retain the Manager, and the Trust’s Board has approved the retention of the Manager, to assist the Adviser and the Sub-Adviser in the provision of investment advisory services to the Fund(s), and

 

WHEREAS, the Manager is willing to provide those services on the terms and conditions set forth in this Agreement;

 

            NOW THEREFORE, the Trust, the Adviser, the Sub-Adviser and the Manager agree as follows: 

 

            Section 1.  The Trust. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the U.S. Securities and Exchange Commission (the “Commission”) under the 1940 Act and the U.S. Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund(s) contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.   

            Section 2.  Appointment of Manager.  Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s).

            Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser.

              Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser (the “Manager Portion”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser.  Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager’s provision of management services with respect to the Manager Portion by delivering investment guidelines, investment policies and investment restrictions (as amended from time to time, the “Investment Guidelines”), and the Manager shall manage the investment and reinvestment of the Manager Portion in accordance with the Investment Guidelines.   The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make investment decisions with regard to the investment, reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer.  To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser.  To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered to the Manager pursuant to this Agreement by the Board, such communications or instruction shall supersede any communications or instruction provided by the Adviser or the Sub-Adviser regarding the same matter.     

           

            Section 3.  Duties and Representations and Warranties of the Manager.

 

             (a)        The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Manager Portion of the Fund(s).  To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund(s) with respect to the Manager Portion thereof.  In all purchases, sales and other transactions in securities and other investment assets for the Manager Portion of the Fund(s), the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

 

            (b)        The Manager acknowledges that the Fund(s) and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers or other managers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act.  Accordingly, the Manager hereby agrees that it will not consult with any other sub-adviser or manager of a fund in the fund complex, or an affiliated person of a sub-adviser or manager, concerning transactions for a fund in securities or other fund assets.  With respect to a multi-managed Fund(s), the Manager shall be limited to managing only the Manager Portion as may be determined from time-to-time by the Board, the Adviser or the Sub-Adviser, and shall not consult with another manager as to any other portion of the Fund(s)’ portfolio concerning transactions for the Fund(s) in securities or other Fund assets.  Notwithstanding the foregoing, nothing herein shall be deemed to prohibit consultations between (i) a Manager that is not an affiliated person of the Adviser or the Sub-Adviser and a sub-adviser or manager that is an affiliated person of the Adviser or the Sub-Adviser or (ii) a Manager that is an affiliated person of the Adviser or Sub-Adviser and any other sub-adviser or manager.

 

            (c)        The Manager will provide information and reports to the Adviser and/or the Sub-Adviser at their reasonable request, and, upon request, to the Board at a meeting thereof, concerning all material changes in the Manager Portion of the Fund(s) since the prior report, and will also keep the Adviser and/or the Sub-Adviser, and, upon request, the Board informed of important developments affecting the Trust, the Manager Portion of the Fund(s).  At the request of the Adviser or the Sub-Adviser, the Manager shall review draft shareholder reports and annual updates to prospectuses and other documents and provide timely comments thereon.  The Manager will also furnish the Adviser and/or the Sub-Adviser, and upon request, the Board with such statistical and analytical information with respect to securities or other assets in the Manager Portion of the Fund(s) as the Board, the Adviser or the Sub-Adviser reasonably may request.  In making purchases and sales of securities for the Manager Portion of the Fund(s), the Manager will comply with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement, and the investment objectives, policies and restrictions of the Fund(s).

 

            (d)       The Manager shall promptly notify the Adviser and the Sub-Adviser (i) of any changes regarding the Manager that would reasonably be expected to impact disclosure in the Trust’s Registration Statement, including, without limitation, any change in the personnel of the Manager responsible for making investment decisions for the Fund(s), (ii) of any material violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 7 of this Agreement, and (iii) upon Manager becoming aware that it is, or likely may become, subject to any statutory disqualification pursuant to Section 9 of the 1940 Act or any other event otherwise that prevents the Manager from performing its duties pursuant to this Agreement.  The Manager shall notify the Adviser and the Sub-Adviser of any change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager promptly after the reasonable possibility of such event becomes known to Manager.  The Manager shall, as soon as reasonably practicable, notify the Adviser, the Sub-Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Sub-Adviser, the Fund(s) or the Trust.  The Manager shall reasonably cooperate with the Fund(s)’ custodian (“Custodian”) in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund(s).  The Manager shall not be required to compile or file claims or take any related actions on behalf of the Trust in any class action, bankruptcy or other legal proceeding related to securities currently or previously held by the Trust, but shall provide reasonable assistance to the Adviser in connection with such matters.

 

            (e)        The Manager shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Manager will be made available to consult with the Adviser, the Sub-Adviser, the Trust and the Board at reasonable times and upon reasonable notice concerning the Manager’s performance of services hereunder or any other aspect of the business of the Trust and the Fund(s).   Without limiting the generality of the foregoing, appropriate personnel of the Manager will assist the Adviser and/or the Board in the valuation of securities or other investment assets held within the Manager Portion of the Fund(s) in accordance with the Trust’s Procedures for the Valuation of Portfolio Securities.

 

            (f)        The Manager is not authorized to sub-contract or otherwise delegate any of the services contemplated hereby to any other person without the prior written consent of the Trust, the Adviser and the Sub-Adviser, which consent may be withheld for any reason.  Notwithstanding the foregoing, the Manager may: (i) from time to time employ or sub-contract the services of certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager’s duties hereunder (other than the provision of investment advice to the Fund(s)), and (ii) utilize the personnel of its foreign affiliates to assist it with providing its services under this Agreement consistent with the guidance issued by the staff of the Commission relating to “participating affiliates”; provided, however, that the employment or association with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and the Manager will remain solely responsible for the provision of services under this Agreement, and the cost of performance of such duties shall be borne and paid solely by the Manager and no obligation may be imposed on the Trust in any such respect.  Any other attempt to sub-contract or delegate any such services without such consent shall be invalid.

 

            (g)        The Manager represents and warrants to the Adviser, the Sub-Adviser and the Trust that: (i) the Manager is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) the Manager is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Manager has been duly authorized by appropriate action of the Manager.

 

Section 4.  Delivery of Documents to the Manager.   The Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents:

 

(a)        The Declaration of Trust, as in effect on the date hereof;

(b)        The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein;

(c)        The Advisory Agreement and the Sub-Advisory Agreement; and

(d)       Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines.

 

The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available.  The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. 

 

The Manager shall furnish the Adviser or the Sub-Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement. 

 

Section 5.  Delivery of Documents to the Adviser and the Sub-Adviser.   The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents:

 

(a)        The Manager’s most recent Form ADV;

(b)        The Manager’s most recent balance sheet;

(c)        The current Code of Ethics of the Manager, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code; and

(d)       Copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act, as amended from time to time, and the report memorializing the results of the annual review of the adequacy of such policies and procedures. 

 

In addition, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the results of any examination of the Manager by the Commission or other regulatory agency with respect to the Manager’s investment management activities.

 

The Manager will furnish the Adviser and the Sub-Adviser with all such documents as soon as practicable after such documents become available, to the extent that such documents have been changed materially.  The Manager shall furnish the Adviser and the Sub-Adviser with any further documents, materials or information as the Adviser or the Sub-Adviser may reasonably request in connection with the Manager’s performance of its duties under this Agreement, including, but not limited to, information regarding the Manager’s financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which may reasonably be requested in connection with Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the continuation of this Agreement for approval as set forth in Section 15 hereof.

 

            Section 6.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, and the Sub-Adviser under the Sub-Advisory Agreement, any investment activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Fund(s), shall at all times be subject to the direction and control of the Trust’s Board.

 

            Section 7.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Manager shall at all times comply with:

 

            (a)        all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (b)        the provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time, under the Securities Act and the 1940 Act provided that the Manager has had an opportunity to review the description of its activities under this Agreement;

 

            (c)        the provisions of  the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time;

 

            (d)       the provisions of any By-laws of the Trust, if adopted and as it may be amended from time to time, resolutions of the Board as may be adopted from time to time, the applicable provisions of written guidelines, policies and procedures adopted by the Trust or the Board, and the Investment Guidelines;

 

            (e)        the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applicable to the Trust or the Fund(s); and

 

            (f)        any other applicable provisions of state or federal law.

 

            For purposes of clarification and without limiting the foregoing, the parties agree that the obligations of the Manager with respect to the foregoing will not require the Manger to comply with such provisions of law (including the income and diversification provisions of Subchapter M of the Code) that apply specifically to the management of the Fund(s)’ assets or operation of the Fund(s) as a whole and not individually to the Manager Portion.          

 

            In addition, without limiting the generality of the foregoing, the Manager agrees that: (i) any code of ethics adopted by the Manager must comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as they may be amended from time to time, and, if requested by the Trust, the Adviser or the Sub-Adviser, any practices regarding personal investing as may be set out in any interpretive release or guidance issued by the Commission or its staff, (ii) the Adviser and the Trust may disclose Fund(s) portfolio holdings information (including with respect to the Manager Portion) in accordance with the Trust’s policies and procedures governing the disclosure of Fund(s) portfolio holdings, as amended or supplemented from time to time, and as required by applicable law or as otherwise provided hereunder, and (iii) the Manager will not use, nor will it seek to obtain, material non-public information concerning portfolio companies in connection with performing its duties hereunder. 

 

Section 8.  Proxies.   The Manager shall not have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Manager Portion of the Fund(s) are invested; however, the Manager will provide, when requested by the Adviser, information on a particular issuer to assist the Adviser in the voting of a proxy. 

 

            Section 9.  Broker-Dealer Relationships.   The Manager is responsible for the purchase and sale of securities for the Manager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates.  The Manager’s primary consideration in effecting a security transaction will be to obtain the best price and execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for the Manager Portion of the Fund(s), the Manager will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund(s) on a continuing basis.  Accordingly, the price to the Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Manager Portion of the Fund(s) and to other clients of the Manager.  The Manager is further authorized to allocate the orders placed by it on behalf of the Manager Portion of the Fund(s) to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Manager shall determine and the Manager will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefor.

 

Provided the investment objective of the Fund(s) is adhered to, the Manager may aggregate sales and purchase orders of securities for the Manager Portion of the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund(s).  In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily.  The Trust and the Adviser acknowledge that the Manager’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Manager’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Manager in the manner that the Manager considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients.  The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff.  The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with negligence or willful misconduct in the selection of such broker or dealer.

 

The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that is an affiliated person of the Manager or of the Adviser or the Sub-Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.

 

            Section 10.  Expenses of the Fund(s).  All of the ordinary business expenses incurred in the operations of the Fund(s) and the offering of their shares shall be borne by the Fund(s) unless specifically provided otherwise in this Agreement.  These expenses borne by the Trust include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund(s) in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund(s)’ shareholders.  

 

            The Manager shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement. 

 

In addition, the Adviser (and not any other party to this Agreement) shall be responsible for reasonable out-of-pocket costs and expenses incurred by it, the Sub-Adviser or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund(s)’ prospectuses and/or statement of additional information, and circulate the same, solely to reflect a change in the personnel of the Manager responsible for making investment decisions in relation to the Fund(s); or (b) to obtain shareholder approval of a new sub-advisory agreement as a result of a change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change.    

 

            Section 11.  Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time.  It is understood that the Adviser shall be responsible for the Manager’s fee for its services hereunder, and the Manager agrees that it shall have no claim against the Trust, the Fund(s) or the Sub-Adviser with respect to compensation under this Agreement. 

 

            Section 12.  Standard of Care.  The Trust and Adviser and Sub-Adviser shall expect of the Manager, and the Manager will give the Trust and the Adviser and Sub-Adviser the benefit of, the Manager’s best judgment and efforts in rendering its services to the Trust, and the Manager shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Manager shall not be subject to liability to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.  

 

            Section 13.  Non-Exclusivity.   The services of the Manager to the Sub-Adviser, the Adviser and the Trust are not to be deemed to be exclusive, and the Manager shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officers or directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies. 

 

        It is understood that the Manager performs investment advisory services for various clients, including accounts of clients in which the Manager or associated persons have a beneficial interest.  The Manager may give advice and take action in the performance of its duties with respect to any of its other clients, which may differ from the advice given, or the timing or nature of action taken, with respect to the assets of the Fund(s).  Nothing in this Agreement shall be deemed to impose upon the Manager any obligation to purchase or sell for the Fund(s) any security or other property that the Manager purchases or sells for its own accounts or for the account of any other client.      

 

            Section 14.   Records .  The Manager shall, with respect to the placing and allocation of brokerage orders placed by it for the purchase and sale of portfolio securities or other investment assets and other portfolio transactions of the Fund(s) in the Manager Portion, maintain or arrange for the maintenance of the documents and records required to be maintained by the Trust pursuant to Rule 31a-1 under the 1940 Act and other applicable law or regulation as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Fund(s)’ Administrator reasonably requests to be maintained.  All such records shall be maintained in a form acceptable to the Fund(s) and in compliance with the provisions of Rule 31a-1 or any successor rule or other applicable law or regulation.  The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, any and all other documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service of the U.S. Department of Treasury.   All such records will be the property of the Trust, and will be available for inspection and use by the Trust and their authorized representatives (including the Adviser and the Sub-Adviser) at all times during the Manager’s normal business hours.  The Manager shall promptly, upon the request of the Trust or the Trust’s authorized representatives (including the Adviser and the Sub-Adviser), surrender and deliver to the Fund(s) those records which are the property of the Trust or any Fund(s).  The Manager will promptly notify the Fund(s)’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

 

            Section 15 Term and Approval.   This Agreement shall become effective with respect to the Fund(s) after it is approved by the Board of Trustees of the Trust, including by a majority of the Trustees who are not interested persons of the Trust, and executed by the Trust, Adviser, Sub-Adviser and Manager, and the Sub-Adviser has provided the Manager with assets to invest, and shall continue in effect for more than two years from its effective date, provided that the continuation of this Agreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

            (a)        (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund(s) (as defined in Section 2(a)(42) of the 1940 Act), and

 

            (b)        by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

            Section 16.   Termination.   This Agreement may be terminated with respect to the Fund(s) at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of the Fund(s)’ outstanding voting securities, or by the Adviser, Sub-Adviser or Manager, on sixty (60) days’ written notice to the other party.  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.  This Agreement shall automatically terminate in the event of the termination of the Advisory Agreement.    This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Trust in the event that the Manager commits a material violation of any governing law or regulation.      

 

            Section 17.  Indemnification by the Manager.   In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Trust, the Adviser or the Sub-Adviser, or any of their respective officers, directors, employees, affiliates or agents, the Manager agrees to indemnify and hold the Trust, any Fund(s) of the Trust, the Adviser and the Sub-Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind,  arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties of the Manager or any of its officers, directors, employees or agents.  The Manager shall not be liable hereunder for any losses or damages resulting from the Manager’s adherence to the written instructions of the Adviser or the Sub-Adviser or for any losses or damages that did not result from the Manager’s breach of the standard of care set forth in Section 12 hereof.    

 

            Section 18.   Indemnification by the Trust, the Adviser and the Sub-Adviser .  In the absence of willful misfeasance, bad faith, negligence or reckless disregard of duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Trust, the Adviser and the Sub-Adviser hereby agrees to indemnify and hold harmless the Manager   against any and all losses, damages, costs, charges, counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund(s) or other securities, undertaken by the Fund(s), their respective officers, directors, employees or affiliates, (ii) resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund(s), their officers, directors, employees or affiliates, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund(s), the Adviser or the Sub-Adviser or their respective officers, directors, employees or affiliates; provided, however, the Sub-Adviser shall have no obligation to indemnify and hold harmless the Manager with respect to any of the foregoing matters to the extent the Sub-Adviser did not commit such violations, take such actions or act in such manner.  Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein or in Section 17 shall constitute a waiver or limitation of any rights which the Fund(s) may have and which may not be waived under any applicable federal and state securities laws. 

 

            Section 19.   Notices.   Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other parties at such address as such other parties may designate for the receipt of such notice.  Until further notice to the other parties, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036, Attention: Sherri Rossoff, and that of the Manager shall be 280 Congress Street, Boston, Massachusetts 02025, Attention: Legal and Compliance.

 

            Section 20.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

Section 21.  Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Fund(s).  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser, the Sub-Adviser and the Manager.           

            Section 22.  Wells Fargo Name.  The Manager shall not, without prior written consent of the Adviser: (i) use in advertising, publicity or otherwise the name of “Wells Fargo,” including the name of Wells Fargo & Co. or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol, logo or any abbreviation, contraction or simulation thereof owned by Wells Fargo & Co. or any of its affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by the Manager has been approved or endorsed by Wells Fargo & Co. or any of its affiliates.

 

            Section 23.  Confidentiality.   Subject to the provisions of the last paragraph of Section 7 hereof and this Section 23, the following shall be treated as confidential (“Confidential Information”): (i) any information or recommendations supplied by the Manager in connection with the performance of its obligations and duties hereunder, including without limitation portfolio holdings in the Manager Portion, financial information or other information relating to the Manager; and (ii) any records and other information relative to the Trust, the Fund(s), the Adviser and the Sub-Adviser which the Manager receives or has access to in the performance of its duties in connection with the performance of its obligations and duties hereunder, including without limitation, prior, present or potential shareholders and clients, the list of Fund(s) portfolio securities, instruments and assets and liabilities of the Fund(s).  Except as may be required by applicable law or rule or as requested by regulatory authorities, Confidential Information may be disclosed to or used only as necessary to carry out the purposes of this Agreement (including, without limitation, the disclosure of Confidential Information to, or the use of the same by, the Fund(s)’ Custodian and fund accountant and other service providers supporting the operation of the Fund(s), the Fund(s)’ auditors, legal advisors to any party, and such other persons as the Fund(s), the Adviser and the Sub-Adviser may designate in connection with the operation and management of the Manager Portion).   The Manager shall not use its knowledge of Confidential Information regarding the Fund(s)’ portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund(s). 

 

            The Manager hereby authorizes the Fund(s), the Adviser and the Sub-Adviser to use all related evaluation material, analyses and information regarding the Manager and the investment program of the Manager Portion of the Fund(s), including information about portfolio holdings and positions, in connection with: (i) marketing the Fund(s), (ii) providing ongoing information to existing Fund(s) shareholders, and (iii) providing any required regulatory disclosures.

 

            The confidentiality provisions of this Section 23 will not apply to any information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to another party; (ii) became known to a party from a source other than another party, and without breach of an obligation of confidentiality owed to another party; (iii) is independently developed by any party without reference to the information required by this Agreement to be treated confidentially; or (iv) is used by any party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 23 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a regulatory or judicial authority.

 

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

WELLS FARGO FUNDS TRUST

on behalf of the Fund(s)

 

 

By:  _____________________________                       

        Name:  C. David Messman

        Title:    Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By:  _____________________________                              Name:  Andrew Owen

        Title:     Executive Vice President

THE ROCK CREEK GROUP, LP

 

 

By: _____________________________                  

        Name:

        Title:

 

 

WELLINGTON MANAGEMENT COMPANY, LLP

 

 

By:  _____________________________                        

        Name:

        Title:         

             

 


APPENDIX A

 

WELLINGTON MANAGEMENT COMPANY, LLP

SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

 

Wells Fargo Advantage Alternative Strategies Fund

 

 

 

 

 

 

Approval by the Board of Trustees:  February 20, 2014

 

 

 

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC,

THE ROCK CREEK GROUP, LP AND

PINE RIVER CAPITAL MANAGEMENT L.P.

 

This AGREEMENT is made as of this 1st day of April 2014, by and among Wells Fargo Funds Trust (the “Trust”), a business trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, The Rock Creek Group, LP, a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036 (the “Sub-Adviser”) and Pine River Capital Management L.P., a limited partnership organized under the laws of the State of Delaware, with its principal place of business at 601 Carlson Parkway, Ste. 330, Minnetonka, Minnesota 55305 (the “Manager”).  

 

            WHEREAS , the Adviser, the Sub-Adviser and the Manager are each registered investment advisers under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

 

WHEREAS, the Trust is registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, series management investment company; and

 

WHEREAS , the Trust’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for each series of the Trust under the terms of an investment advisory agreement, dated August 6, 2003 and as amended and supplemented from time to time, between the Adviser and the Trust (the “Advisory Agreement”); and

 

WHEREAS , the Adviser, acting pursuant to the Advisory Agreement and with the approval of the Trust’s Board, has retained the Sub-Adviser to provide specified investment advisory services to each series of the Trust listed in Appendix A hereto as it may be amended or supplemented from time to time (the “Fund(s)”) under the terms of an investment sub-advisory agreement, dated April 1, 2014 and as amended or supplemented from time to time, among the Trust, the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”); and

 

WHEREAS , the Adviser and the Sub-Adviser wish to retain the Manager, and the Trust’s Board has approved the retention of the Manager, to assist the Adviser and the Sub-Adviser in the provision of investment advisory services to the Fund(s), and

 

WHEREAS, the Manager is willing to provide those services on the terms and conditions set forth in this Agreement;

 

            NOW THEREFORE, the Trust, the Adviser, the Sub-Adviser and the Manager agree as follows: 

 

            Section 1.  The Trust. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the U.S. Securities and Exchange Commission (the “Commission”) under the 1940 Act and the U.S. Securities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to the Fund(s) contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.   

 

            Section 2.  Appointment of Manager.  Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s).

 

            Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser.

 

              Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the “Manager Portion”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser.  Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager’s provision of management services with respect to the Manager Portion by delivering written investment guidelines, investment policies and investment restrictions (as amended from time to time, the “Investment Guidelines”), provided that no material changes to the Manager’s relative value investment strategy employed for the Manager Portion with respect to the principal asset class and the principal market capitalization(s) of securities in which the strategy invests may be imposed without the Manager’s consent, which shall not be unreasonably withheld.   The Manager shall manage the investment and reinvestment of the Manager Portion in accordance with the Investment Guidelines.

 

The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make investment decisions with regard to the investment, reinvestment, and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, to borrow securities, to sell securities short and to tender securities pursuant to a tender offer.  The Manager shall not, however, be responsible for voting proxies, for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser.  To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. 

           

            Section 3.  Duties and Representations and Warranties of the Manager.

 

             (a)        The Manager shall make all decisions with respect to purchases and sales of securities and any other investment assets and whether to convert, borrow, lend or exchange, securities, instruments, and property for the Manager Portion of the Fund(s).  To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders , issue instructions and execute documentation with respect to those transactions of the Fund(s) with respect to the Manager Portion thereof.  In all purchases, sales and other transactions in securities and other investment assets for the Manager Portion of the Fund(s), the Manager is authorized to exercise full discretion and act for the Trust and instruct the custodian of the Fund(s) (the “Custodian”) in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.    

 

            (b)        The Manager acknowledges that the Fund(s) and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers or other managers in the fund complex (and their affiliated persons ), in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act.  Accordingly, the Manager hereby agrees that it will not consult with any other sub-adviser or manager of a fund in the fund complex, or an affiliated person of a sub-adviser or manager, concerning transactions for a fund in securities or other fund assets.  With respect to a multi-managed Fund(s), the Manager shall be limited to managing only the Manager Portion and shall not consult with another manager as to any other portion of the Fund(s)’ portfolio concerning transactions for the Fund(s) in securities or other Fund assets.  Notwithstanding the foregoing, nothing herein shall be deemed to prohibit consultations between (i) a Manager that is not an affiliated person of the Adviser or the Sub-Adviser and a sub-adviser or manager that is an affiliated person of the Adviser or the Sub-Adviser or (ii) a Manager that is an affiliated person of the Adviser or Sub-Adviser and any other sub-adviser or manager.

 

            (c)        The Manager will report to the Board at each regular meeting thereof , which Manager is requested to attend, all material changes in the Manager Portion of the Fund(s) since the prior report, and will also keep the Board informed of important developments affecting the Manager Portion of the Fund(s) and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by the Manager Portion of the Fund(s), the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Manager Portion of the Fund(s) maintains investments.  At the request of the Adviser or the Sub-Adviser, the Manager shall review draft shareholder reports and annual updates to prospectuses and other documents and provide timely comments thereon with respect to the Manager and the Manager Portion, provided, however, that the Manager receives an appropriate advance written request for such comments.  The Manager will also furnish the Board with such statistical and analytical information with respect to securities or other assets in the Manager Portion of the Fund(s) as the Manager may believe appropriate or as the Board, the Adviser or the Sub-Adviser reasonably may request.  In making purchases and sales of securities for the Manager Portion of the Fund(s), the Manager will comply with the provisions, policies, restrictions and other requirements set forth in Section 7 of this Agreement, and the investment objectives, policies and restrictions of the Fund(s).

 

            (d)       The Manager shall promptly notify the Adviser and the Sub-Adviser (i) of any changes regarding the Manager that would impact disclosure in the Trust’s Registration Statement, including, without limitation, any change in the personnel of the Manager responsible for making investment decisions for the Fund(s), (ii) of any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 7 of this Agreement, and (iii) upon Manager becoming aware that it is, or likely will become, subject to any statutory disqualification pursuant to Section 9 of the 1940 Act or any other event otherwise that prevents the Manager from performing its duties pursuant to this Agreement.  The Manager shall notify the Adviser and the Sub-Adviser of any change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager promptly after the reasonable likelihood of such event becomes known to Manager, unless the Manager is legally or contractually prohibited from doing so, in which case the Manager shall so notify the Adviser and the Sub-Adviser at the earlier of the date on which such prohibition no longer applies and the occurrence of any change in control.  The Manager shall, within two business days, notify the Adviser, the Sub-Adviser and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Adviser, the Sub-Adviser, the Fund(s) or the Trust.  The Manager shall reasonably cooperate with the Custodian in the Custodian’s processing of class actions or other legal proceedings relating to the holdings (historical and/or current) of the Fund(s) with respect to the Manager Portion .

 

            (e)        The Manager shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder.  The appropriate personnel of the Manager will be made available to consult with the Adviser, the Sub-Adviser, the Trust and the Board at reasonable times and upon reasonable notice concerning the Manager’s performance of services hereunder or any other aspect of the business of the Trust and the Fund(s).  Without limiting the generality of the foregoing, appropriate personnel of the Manager will provide reasonable assistance to the Adviser and/or the Board in the valuation of securities or other investment assets held within the Manager Portion of the Fund(s) in accordance with the Trust’s Procedures for the Valuation of Portfolio Securities.   The parties acknowledge that the Manager and a Fund may use different pricing vendors, which may result in valuation discrepancies.

 

            (f)        The Manager is not authorized to sub-contract or otherwise delegate any of the services contemplated hereby to any other person who is not a supervised person or access person of the Manager without the prior written consent of the Trust, the Adviser and the Sub-Adviser, which consent may be withheld for any reason.  Any attempt to sub-contract or delegate any such services without such consent shall be invalid.   Further, Manager shall ensure that all services to be performed by Manager pursuant to this Agreement shall be conducted by “supervised persons” of Manager, as that term is defined in the Advisers Act.

 

            (g)  The Manager represents and warrants to the Adviser, the Sub-Adviser and the Trust that: (i) the Manager is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) the Manager is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution, delivery and performance of this Agreement by the Manager has been duly authorized by appropriate action of the Manager.

 

(h)        Each of the Adviser and Sub-Adviser represents and warrants to the Manager that:   it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed.

 

(i)         Each of the Adviser, Sub-Adviser and the Trust represents and warrants to the Manager that: (i) it is duly organized and validly existing and has requisite power and authority to enter into and perform its obligations under this Agreement ; and (ii) the execution, delivery and performance of this Agreement by the Adviser, Sub-Adviser and the Trust has been duly authorized by appropriate action of the Adviser , Sub-Adviser and the Trust.

 

(j)         The Trust represents that it will claim an exclusion with respect to the Fund(s) from the definition of a “commodity pool operator” pursuant to Rule 4.5 of the Commodity Exchange Act of 1974, as amended, with respect to the Fund(s) at the commencement of its operations.

 

Section 4.  Delivery of Documents to the Manager.   The Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents:

 

(a)        The Declaration of Trust and By-Laws of the Trust, if any, as in effect on the date hereof;

(b)        The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein;

(c)        The Advisory Agreement and the Sub-Advisory Agreement;

(d)       Resolutions of the Board as may be adopted from time to time that materialy affect the Manager’s services to the Manager Portion provided pursuant to this Agreement; and

( e )        Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines.

 

The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available.  The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. For the avoidance of doubt, Manager shall not be responsible for compliance with any future amendment or supplement to the foregoing or any further documents, materials or information until Manager has received and had a reasonable opportunity to comply their requirements.

 

The Manager shall furnish the Adviser or the Sub-Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement

 

Section 5.  Delivery of Documents to the Adviser and the Sub-Adviser.   The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents:

 

(a)        The Manager’s most recent Form ADV;

(b)        The current Code of Ethics of the Manager, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code; and

(c)        Copies of its policies and procedures adopted pursuant to Rule 206(4)- 7, under the Advisers Act, as amended from time to time, and a copy of the report memorializing the results of the annual review of the adequacy of such policies and procedures which may be redacted with respect to information regarding the names of supervised persons, client names, specific securities, matters subject to attorney client privilege and the details of compliance matters (such report, the “Annual Compliance Review Report”), provided the Manager has furnished, and in the future will furnish, true, correct and complete copies of the Annual Compliance Review Report solely to the Adviser and the Board, who may share such Annual Compliance Review Report with with their professional advisers, auditors and regulatory authorities only and not with the Sub-Adviser or any other parties. 

 

In addition, to the extent permitted by applicable law or regulation, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the material results of any examination of the Manager by the Commission or other regulatory agency with appropriate jurisdiction over the Manager and with respect to the Manager’s investment management activities .

 

The Manager will furnish the Adviser and the Sub-Adviser with all such documents as soon as practicable after such documents become available, to the extent that such documents have been changed materially.  The Manager shall furnish the Adviser and the Sub-Adviser with any further documents, materials or information as the Adviser or the Sub-Adviser may reasonably request in connection with the Manager’s performance of its duties under this Agreement, including, but not limited to, information regarding the Manager’s financial condition similar to that provided during the Adviser and Sub-Adviser’s initial diligence of Manager, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which may reasonably be requested in connection with Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the continuation of this Agreement for approval as set forth in Section 15 hereof.

 

            Section 6.  Control by Board.    As is the case with respect to the Adviser under the Advisory Agreement, and the Sub-Adviser under the Sub-Advisory Agreement, any investment activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Fund(s), shall at all times be subject to the direction and control of the Trust’s Board.

 

            Section 7.  Compliance with Applicable Requirements.   In carrying out its obligations under this Agreement, the Manager shall at all times comply with:

 

            (a)        all applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted thereunder;

 

            (b)        the provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time and filed with the Commission under the Securities Act and the 1940 Act;

 

            (c)        the provisions of  the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time;

 

            (d)       the provisions of any By-laws of the Trust, if adopted and as they may be amended from time to time, resolutions of the Board provided to the Manager pursuant to Section 4(d) above, the applicable provisions of written guidelines, policies and procedures adopted by the Trust or the Board, and the Investment Guidelines;

 

            (e )        With respect to the Manager’s Portion only, the provisions of the U.S. Internal Revenue Code of 1986, as amended, applicable to the Trust or the Fund(s); and          

 

            (f )        any other applicable provisions of state or federal law.

 

            For purposes of clarification and without limiting the foregoing, the parties agree that the obligations of the Manager with respect to the foregoing will not require the Manager to comply with such provisions of law that apply specifically to the management of the Fund(s)’ assets or operation of the Fund(s) as a whole and not individually to the Manager Portion.              Additionally and for the avoidance of doubt, the Manager shall not be responsible for compliance with any future amendment or supplement of the documents listed in Sections 7(b),(c) or (d) or any further documents, materials or information, unless the Manager has received such items and had a reasonable opportunity to comply with their requirements. 

 

            In addition, without limiting the generality of the foregoing, the Manager agrees that: (i) any code of ethics adopted by the Manager must comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as they may be amended from time to time, and, if requested by the Trust, the Adviser or the Sub-Adviser, any practices regarding personal investing as may be set out in any interpretive release or guidance issued by the Commission or its staff, (ii) the Adviser and the Trust may disclose Fund(s) portfolio holdings information (including with respect to the Manager Portion) in accordance with the Trust’s policies and procedures governing the disclosure of Fund(s) portfolio holdings, as amended or supplemented from time to time, and as required by applicable law or as otherwise provided hereunder, and (iii) the Manager will not use, nor will it seek to obtain without appropriately restricting itself pursuant to Manager’s compliance policies and procedures, material non-public information concerning portfolio companies in connection with performing its duties hereunder. 

 

            Section 8.  Proxies.   The Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Manager Portion of the Fund(s) are invested from time to time in accordance with the Trust’s policies on proxy voting.  The Manager will provide, when reasonably requested by the Adviser, information on a particular issuer held in the Manager Portion to assist the Adviser in the voting of a proxy. 

 

            Section 9.   Broker-Dealer Relationships.   The Manager is responsible for the purchase and sale of securities for the Manager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates.  Subject to the remainder of this paragraph, the Manager’s primary consideration in effecting a security transaction will be to seek to obtain the best price and execution under the circumstances.  In selecting a broker-dealer to execute each particular transaction for the Manager Portion of the Fund(s), the Manager will consider such factors it considers to be relevant to the transaction, which are expected to include, among other things:  the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund(s) on a continuing basis.  Accordingly, the price to the Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may from time to time determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Manager Portion of the Fund(s) and to other clients of the Manager.  The Manager is further authorized to allocate the orders placed by it on behalf of the Manager Portion of the Fund(s) to brokers and dealers who provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith.  Such allocation shall be in such amounts and proportions as the Manager shall determine and the Manager will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefor.

 

Provided the investment objective of the Manager Portion of the Fund(s) is adhered to, the Manager may aggregate sales and purchase orders of securities for the Manager Portion of the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund(s).  In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily.  The Trust and the Adviser acknowledge that the Manager’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Manager’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors.  The allocation of securities so purchased or sold shall be made by the Manager in the manner that the Manager considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients over time .  The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff.  The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with gross negligence or willful misconduct in the selection of such broker or dealer.

 

The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that is an affiliated person of the Manager or that is described in writing to the Manager as being an affiliated person of the Adviser or the Sub-Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.

 

            Section 10.   Expenses of the Fund(s).  All of the ordinary business expenses incurred in the operations of the Fund(s) and the offering of their shares shall be borne by the Fund(s) unless specifically provided otherwise in this Agreement.  These expenses borne by the Fund(s) include, but are not limited to, brokerage commissions, spreads, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings of the Trust/Fund(s) , the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund(s) in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund(s)’ shareholders.  

 

            The Manager shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement.  In addition, the Manager shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Adviser, the Sub-Adviser or the Trust: (a) to amend the Trust’s registration statement (other than as part of a normal annual updating of the registration statement) or supplement the Fund(s)’ prospectuses and/or statement of additional information, and circulate the same, solely to reflect a change in the personnel of the Manager responsible for making investment decisions in relation to the Fund(s); (b) to obtain shareholder approval , if required, of a new sub-advisory agreement as a result of a change in “control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager (which may include, without limitation, the costs of preparing, printing and mailing a proxy statement for the shareholder meeting and proxy solicitation services, among others), or to otherwise comply with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change; or (c) to obtain Board approval of a new sub-advisory agreement as a result of a change of the type described in clause (b) if the Manager requests that approval be sought at a special, as opposed to a regularly scheduled, Board meeting. 

 

            Section 11.   Compensation.   As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time .  It is understood that the Adviser shall be responsible for the Manager’s fee for its services hereunder, and the Manager agrees that it shall have no claim against the Trust, the Fund(s) or the Sub-Adviser with respect to compensation under this Agreement. 

 

            Section 12.   Standard of Care ; Limitation of Liability .   The Trust, Adviser and Sub-Adviser shall expect of the Manager, and the Manager will give the Trust and the Adviser and Sub-Adviser the benefit of, the Manager’s best judgment and efforts in rendering its services to the Trust, and the Manager shall not be liable hereunder for any mistake in judgment.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its officers, partners, members , employees, agents, affiliates or  “supervised persons,” as that term is defined in the Advisers Act, the Manager and any of its officers, partners, members, employees, agents, affiliates or  “supervised persons,” as that term is defined in the Advisers Act, shall not be subject to liability to the Adviser, Sub-Adviser or Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

 

            Section 13.   Non-Exclusivity.   The services of the Manager to the Sub-Adviser, the Adviser and the Trust are not to be deemed to be exclusive, and the Manager shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities.  It is understood and agreed that officer s, directors , members, partners, employees or agents of the Manager and its affiliates are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, members, employees or agents of any other firm or trust, including other investment advisory companies. 

 

            It is understood that the Manager performs investment advisory services for various clients, including accounts of clients in which the Manager or supervised persons have a beneficial interest.  Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to require the Manager to devote any minimum amount of time or attention to the management of the Manager Portion.  The Manager may give advice and take action in the performance of its duties with respect to any of its other clients, which may differ from the advice given, or the timing or nature of action taken, with respect to the assets of the Fund(s). 

 

            Section 14.    Records .  The Manager shall, with respect to the placing and allocation of brokerage orders placed by it for the purchase and sale of portfolio securities or other investment assets and other portfolio transactions of the Fund(s) in the Manager Portion, maintain or arrange for the maintenance of the documents and records required to be maintained by the Trust pursuant to Rule 31a-1 under the 1940 Act and other applicable law or regulation as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Fund(s)’ Administrator reasonably requests to be maintained.  All such records shall be maintained in a form reasonably acceptable to the Fund(s) and in compliance with the provisions of Rule 31a-1 or any successor rule or other applicable law or regulation.  The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, any and all other documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with appropriate jurisdiction over the Trust, including the Commission and the Internal Revenue Service of the U.S. Department of Treasury.   All such records will be the property of the Trust, and will be available for inspection and use by the Trust and its authorized representatives (including the Adviser and the Sub-Adviser) at all times during the Manager’s normal business hours.  The Manager shall promptly, upon the request of the Trust or the Trust’s authorized representatives (including the Adviser and the Sub-Adviser), surrender and deliver to the Fund(s) those records which are the property of the Trust or any Fund(s) , but may retain copies of such records .  The Manager will promptly notify the Fund(s)’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

 

            Section 15.   Term and Approval.   This Agreement shall become effective with respect to the Fund(s) after it is approved by the Board of Trustees of the Trust, including by a majority of the Trustees who are not interested persons of the Trust, and executed by the Trust, Adviser, Sub-Adviser and Manager, and shall continue in effect for more than two years from its effective date, provided that the continuation of this Agreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

 

            (a)        (i) by the Trust’s Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of the Fund(s) (as defined in Section 2(a)(42) of the 1940 Act), and

 

            (b)        by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

 

            Section 16.   Termination.   As required under the 1940 Act, this Agreement may be terminated with respect to the Fund(s) at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of the Fund(s)’ outstanding voting securities, or by the Adviser, Sub-Adviser or Manager, on sixty (60) days’ written notice to the other party .  The notice provided for herein may be waived by the party entitled to receipt thereof.  This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.  This Agreement shall automatically terminate in the event of the termination of the Advisory Agreement.   This Agreement may also be terminated: (i) immediately by the Adviser, the Sub-Adviser or the Trust in the event that the Manager commits a material violation of any governing law or regulation , and (ii) by the Manager on ten (10) business days’ written notice to the other parties in the event that the Adviser, the Sub-Adviser or the Trust commits a material violation of any governing law or regulation.           

 

            Section 17.   Indemnification by the Manager.   In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder , or obligations or duties to the Trust or a Fund(s) generally, on the part of the Trust , the Adviser, or the Sub- Adviser , or any of their respective officers, partners, members, managers, directors , employees, affiliates or agents, the Manager agrees to indemnify and hold the Trust, any Fund(s) of the Trust, the Adviser and the Sub-Adviser and their respective officers, partners, members, managers, directors, employees, affiliates and agents (severally, but not jointly) harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind,  arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties of the Manager or any of its officers, members, partners, employees, agents, affiliates or  “supervised persons,” as that term is defined in the Advisers Act.  The Manager shall not be liable hereunder for any losses or damages resulting from the Manager’s adherence to the written instructions of the Adviser , the Sub-Adviser or the Trust .   

 

            Section 18.   Indemnification by the Trust , the Adviser and the Sub-Adviser .   In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties hereunder, or obligations or duties to the Trust or a Fund(s) generally, on the part of the Manager or any of its officers, members, partners, employees, agents, affiliates or  “supervised persons,” as that term is defined in the Advisers Act, each of the Trust, the Adviser and the Sub-Adviser hereby agrees to indemnify and hold harmless the Manager and any of its officers, members, partners, employees, agents , affiliates and “supervised persons,” as that term is defined in the Advisers Act, against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from: (i ) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund(s) or other securities, undertaken by the Fund(s), their officers, directors, employees , affiliates or agents, (ii) resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state , by the Fund(s), the Adviser or the Sub-Adviser, respectively, or their officers, directors, employees , affiliates or agents, or (iii ) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder , or obligations or duties to the Trust or a Fund(s) generally, on the part of the Fund(s) , the Adviser or the Sub-Adviser , or their respective officers, directors, employees , affiliates or agents; provided, however, that the Sub-Adviser shall have no obligation to indemnify and hold harmless the Manager with respect to any of the foregoing matters to the extent that the Sub-Adviser did not commit such violations, take such actions or act in such manner. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing her ein or in Section 17 shall constitute a waiver or limitation of any rights which the Fund(s) may have and which may not be waived under any applicable federal and state securities laws. 

 

            Section 19.   Notices.   Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other parties at such address as such other parties may designate for the receipt of such notice.  Until further notice to the other parties, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: Karla Rabusch, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention: C. David Messman, and that of the Sub-Adviser shall be 1133 Connecticut Avenue, N.W., Suite 810, Washington, D.C. 20036, Attention: Sherri Rossoff, an d that of the Manager shall be 601 Carlson Parkway, Ste. 330, Minnetonka, Minnesota 55305 , Attention: Tim O’Brien.

 

            Section 20.   Questions of Interpretation.   Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act.  In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.   The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

 

Section 21.   Amendment.   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 enforcement of the change, waiver, discharge or termination is sought.  If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Fund(s).  Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser, the Sub-Adviser and the Manager.           

            Section 22.   Wells Fargo Name.  The Manager shall not, without prior written consent of the Adviser: (i) use in advertising, publicity or otherwise the name of “Wells Fargo,” including the name of Wells Fargo & Co. or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol, logo or any abbreviation, contraction or simulation thereof owned by Wells Fargo & Co. or any of its affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by the Manager has been approved or endorsed by Wells Fargo & Co. or any of its affiliates.

 

            The Manager may use the performance of the Manager Portion in its performance information. 

 

            In the event that the Manager is no longer acting as a sub-adviser to any Fund(s), then the Adviser shall promptly update the prospectus and statement of additional information relating to the Fund(s) to clearly disclose that the Manager is no longer acting in such capacity and shall update all other marketing materials to remove references to the Manager at the next periodic update thereof.

 

            Section 23.   Confidentiality.   Subject to the provisions of the last paragraph of Section 7 hereof and this Section 23, the following shall be treated as confidential (“Confidential Information”): (i) any information or recommendations supplied by the Manager in connection with the performance of its obligations and duties hereunder, including without limitation portfolio holdings in the Manager Portion, financial information or other information relating to the Manager; and (ii) any records and other information relative to the Trust, the Fund(s), the Adviser and the Sub-Adviser which the Manager receives or has access to in the performance of its duties in connection with the performance of its obligations and duties hereunder, including without limitation, prior, present or potential shareholders and clients, the list of Fund(s) portfolio securities, instruments and assets and liabilities of the Fund(s).  Except as may be required by applicable law or rule or as requested by regulatory or self-regulatory authorities or judicial process , Confidential Information may be disclosed to or used only as necessary to carry out the purposes of this Agreement (including, without limitation, the disclosure of Confidential Information to, or the use of the same by, the Fund(s)’ Custodian and fund accountant and other service providers supporting the operation of the Fund(s), the Fund(s)’ auditors, legal advisors to any party, and such other persons as the Fund(s), the Adviser and the Sub-Adviser may designate in connection with the operation and management of the Manager Portion).  The Manager shall not use its knowledge of Confidential Information regarding the Fund(s)’ portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund(s). 

 

            The Manager hereby authorizes the Fund(s), the Adviser and the Sub-Adviser to use all related evaluation material, analyses and information regarding the Manager (other than confidential information related to the Manager’s other funds and accounts or the Manager’s finances) and the investment program of the Manager Portion of the Fund(s), including information about portfolio holdings and positions, in connection with: (i) marketing the Fund(s), (ii) providing ongoing information to existing Fund(s) shareholders, and (iii) providing any required regulatory disclosures.

 

            The confidentiality provisions of this Section 23 will not apply to any information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to another party; (ii) became known to a party from a source other than another party, and without breach of an obligation of confidentiality owed to another party; (iii) is independently developed by any party without reference to the information required by this Agreement to be treated confidentially; or (iv) is used by any party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 23 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a regulatory , self-regulatory or judicial authority.

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.

WELLS FARGO FUNDS TRUST

on behalf of the Fund(s)

 

 

By: _________________________________     

        Name:  C. David Messman

        Title:    Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

 

 

By: _________________________________           

        Name:  Andrew Owen

        Title:    Executive Vice President

THE ROCK CREEK GROUP, LP

 

 

By: _________________________________    

        Name:

        Title :

 

 

PINE RIVER CAPITAL MANAGEMENT L.P.

 

 

By: _________________________________      

        Name:

        Title:

 

 


APPENDIX A

 

PINE RIVER CAPITAL MANAGEMENT L.P.

SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

 

 

 

Wells Fargo Advantage Alternative Strategies Fund

 

 

 

 

 

Approval by the Board of Trustees:  February 20, 2014

 

[WELLS FARGO ADVANTAGE FUNDS LETTERHEAD]

March 28, 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/ Maureen E. Towle

Maureen E. Towle
Senior Counsel
Wells Fargo Funds Management, LLC

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Trustees and Shareholders

Wells Fargo Funds Trust

 

 

We consent to the reference to our firm under the heading “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the Statement of Additional Information for Wells Fargo Advantage Alternative Strategies Fund, one of the funds comprising the Wells Fargo Funds Trust.

/s/ KPMG LLP

 

 

Boston, Massachusetts

March 28, 2014

 

Code of Ethics

General Provisions

In the interests of meeting its responsibilities to its Clients and Investors, and pursuant to Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act, the Firm has promulgated this Code of Ethics (the “ Code ”).

The Code sets forth the standards of conduct and other obligations that the Firm requires of all of its supervised persons – including its directors, officers and employees.  These standards are designed to guide the activities of the Firm and its employees in light of the duties that the Firm owes to its Clients and Investors.

As a minimum, the Firm’s Access Persons (as defined below) and other supervised persons are expected to review the Code, understand its implications, and comply with the specific procedures it sets out.  However, the Firm hopes that employees will strive to live up to not only the letter of the law (and this Code), but also to the ideals of the Firm and the high standards of professional and personal conduct to which the Firm is dedicated.

Standards of Business Conduct

The Firm requires that its supervised persons:

demonstrate high standards of moral and ethical conduct;

act in accordance with the Firm’s fiduciary duties to its Clients and Investors; and

comply with all applicable federal securities laws.

Without limiting the generality of the foregoing, Rule 17j-1(b) of the 1940 Act makes it unlawful for any supervised person or other affiliated person of the Firm to, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by a Registered Fund:

employ any device or scheme to defraud the Registered Fund;

make an untrue statement of 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;

  engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon the Registered Fund; or

engage in any manipulative practice with respect to the Registered Fund.

No supervised person or other affiliated person of the Firm may engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1(b) set forth above.

Moral and Ethical Conduct . The Firm is dedicated to providing effective, appropriate and professional investment management services to its advisory Clients and for the benefit of Investors.  The Firm’s reputation is a reflection of the quality of its employees and their dedication to excellence in serving the Firm’s Clients and Investors.  To ensure these qualities and dedication to excellence, supervised persons must possess the requisite qualifications of experience, education, intelligence, and judgment necessary to effectively serve as investment management professionals.  In addition, every supervised person is expected to demonstrate high standards of moral and ethical conduct for continued employment or affiliation with Chilton. The principles of openness, integrity, honesty and trust should guide supervised persons in their conduct on behalf of Chilton at all times.

Fiduciary Duties . As a registered investment adviser, the Firm has fiduciary responsibility to its clients.  In the context of the Firm’s business, fiduciary responsibility should be thought of as the duty to place the interests of the client before those of the investment adviser. Failure to do so may render the adviser in violation of the anti-fraud provisions of the Advisers Act.  Fiduciary responsibility also includes the duty to disclose material facts that might influence an investor’s decision to engage or continue to engage the adviser to manage the client’s investments.  The SEC has made it clear that the duty of an investment adviser not to engage in fraudulent conduct includes an obligation to disclose material facts to clients whenever the failure to disclose such facts might cause financial harm.  An adviser’s duty to disclose material facts is particularly important whenever the advice given to clients involves a conflict or potential conflict of interest between the employees of the adviser and its clients. Finally, fiduciary responsibility includes the duty to avoid taking inappropriate advantage of one’s position. The Firm’s supervised persons are required to act in accordance with these fiduciary duties at all times.

Compliance with Federal Securities Laws .  The Firm’s supervised persons are also required to comply with all applicable federal securities laws in the conduct of their work on behalf of the Firm. This Compliance Manual is intended to address certain laws applicable to the Firm’s activities. Employees who have any questions about the impact of any of the laws, rules or regulations set forth herein should consult with a member of the Legal and Compliance Department.

For purposes of the foregoing, “ federal securities laws ” means: the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes-Oxley Act of 2002; the 1940 Act; the Advisers Act; Title V of the Gramm-Leach-Bliley Act; any rules adopted by the SEC under any of those statutes; and the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

The provisions of this Code are not meant to be all-inclusive but are intended as a guide for employees in their conduct.  This Code is also intended to lessen the chance of any misunderstanding between the Firm and its employees regarding matters such as personal trading.  In those situations where an employee may be uncertain as to the intent or purpose of this Code, he/she is advised to consult with the General Counsel and CCO.  The General Counsel and CCO may, under circumstances that are considered appropriate or after consultation with the Compliance Committee, grant exceptions to the provisions contained in this Code only when it is clear that the interests of Clients and Investors will not be adversely affected.  All questions arising in connection with personal securities trading should be resolved in favor of the interest of the Clients and Investors even at the expense of the interests of employees.  The Compliance Committee will satisfy themselves as to the adherence to this policy through periodic reports by the General Counsel and/or the CCO.

Applicability of Securities Transaction Reporting Provisions

The Firm’s “Access Persons” are required to provide the Firm with the securities transaction and holdings information described in Section 6.4. The Advisers Act defines an “Access Person” as any of the Firm’s supervised persons, including its directors, officers and employees, who have access to nonpublic information about client holdings or securities transactions, or who are involved in making (or have access to) nonpublic securities recommendations to clients. The 1940 Act defines “Access Persons” of an adviser to include (i)  any director, officer, general partner or employee of the adviser (or any company in a control relationship to an adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Registered Fund or whose functions relate to the making of any recommendations with respect to such purchases or sales and (ii) any natural person in a control relationship to an adviser that obtains information concerning recommendations made to a Registered Fund with regard to purchase or sale of Covered Securities by the Registered Fund.  Given the Firm’s size and the variety of ways in which Chilton and CIS personnel may have access to information about Fund portfolios and trading activities in connection with the performance of their duties, the Firm has decided to treat all employees, officers and inside directors of Chilton and CIS as “Access Persons” for purposes of this Code. Directors who are not also employees or officers of Chilton or CIS will not be given access to information regarding nonpublic holdings and recommendations, and therefore, are not considered Access Persons and need not comply with the provisions of Sections 6.3 and 6.4.

Failure to Comply with the Provisions of the Code – Reporting Obligations and Sanctions

Strict compliance with the provisions of this Code shall be considered a basic condition of employment with Chilton.  It is important that employees understand the reasons for compliance with this Code.  The Firm’s reputation for fair and honest dealing with its Clients and Investors, and the investment community in general, has taken considerable time to build.  This standing could be seriously damaged as the result of even a single securities transaction or other action considered questionable in light of the fiduciary duty owed to Clients and Investors.  Employees are urged to seek the advice of the CCO and/or a designee for any questions as to the application of this Code to their individual circumstances.  Employees should also understand that a material breach of the provisions of this Code may constitute grounds for termination of employment with Chilton. Breaches of this Code may also subject employees to lesser disciplinary action, including, without limitation, warnings, reprimands, temporary suspensions, financial penalties or probation. In addition, the Firm may choose or be required to report certain types of disciplinary actions to regulators that enforce securities or other laws.

Each Chilton employee – whatever his or her position – is responsible for upholding the standards set forth in the Code. Each employee is obligated to report any violation of the Code.  If an employee believes that something he or she has done, or that any other supervised person has done, may violate the Code, the employee must promptly report the issue to his or her supervisor and to the CCO and/or a designee.

Distribution of the Code and Any Amendments

It will be the responsibility of the CCO and/or a designee to ensure that the Firm distributes a copy of this Code (and any amendments) to all supervised persons and all other Access Persons. All supervised persons and all other Access Persons will be required to acknowledge in writing their receipt of the Code (and any amendments). Because this Code contains at least the same requirements as the Code of Ethics promulgated to comply with Rule 17j-1 under the 1940 Act (the “ 17j-1 Code ”), an acknowledgement of receipt of this Code (and any amendments) shall also constitute acknowledgement for purposes of the 17j-1 Code.   Any material changes to the 17j-1 Code (i) will be submitted to the Board of Directors of each Registered Fund for which Chilton serves as investment adviser for approval within six months of adoption of such change and (ii) will promptly be reflected herein such that this Code continues to contain at least the same requirements as the 17j-1 Code.

Reports to the Board of Directors of a Registered Fund

At least once a year, the CCO will review the adequacy of the 17j-1 Code and the effectiveness of its implementation. In addition, annually Chilton will provide a written report to the Board of Directors of any Registered Fund for which Chilton serves as investment adviser that describes any issues arising under the 17j-1 Code since the last report to the Registered Fund’s Board of Directors, including, but not limited to, information about material violations of the 17j-1 Code or the procedures thereunder and sanctions imposed in response to the material violations. The report will also certify to such Board of Directors that Chilton has adopted procedures reasonably necessary to prevent Access Persons from violating the 17j-1 Code.

Terms Applicable to this Code

Covered Securities

Section 202(a)(18) of the Advisers Act and Section 2(a)(3) of the 1940 Act define the term “ Security as follows:

[A]ny note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization 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 a 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 of the foregoing.

For purposes of this Code, the term “ Covered Securities ” means all such Securities described above except:

Securities that are direct obligations of the United States;

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

Shares of money market funds; and

Shares of any registered open-end investment company ( i.e. , mutual funds) so long as Chilton does not act as an investment adviser, sub-adviser or principal underwriter of the fund.  See Exhibit 1 for a list of Registered Funds advised by Chilton that are deemed Covered Securities.

Although the term “ Covered Securities ” represents a broad list of investment products, for purposes of this Code the term will most often apply to securities listed on any of the nationally-recognized stock exchanges of the United States ( i.e. , the New York Stock Exchange, American Stock Exchange, Chicago Stock Exchange, Pacific Stock Exchange, or Philadelphia/Baltimore Stock Exchange, or the National Association of Securities Dealers Automated Quotation (“ NASDAQ ”) market). 

For the avoidance of doubt, the term “ Covered Securities ” specifically includes but is not limited to:

Securities of companies domiciled inside and outside of the United States;

Private placements and restricted securities;

Puts, calls, options including index options, warrants and similar securities that provide a right to acquire or sell equity securities upon exercise or conversion, whether or not such instruments are presently exercisable;

 

Bank loans, corporate bonds, direct obligations of any city, county, or state of the U.S., direct obligations of any foreign government, trade claims, litigation claims, trust certificates, and securities and obligations of distressed entities;

Debt and equity derivative securities, such as equity swap contracts and credit default swaps for which the underlying reference security would otherwise be a Covered Security hereunder, providing the holder with a synthetic position in an underlying security;

Exchange-traded funds, such as the NASDAQ 100 Index Tracking Stock  (ticker “QQQ”) and Standard & Poor’s Depository Receipts (ticker “SPY”);

Trust issued receipts, such as the “HOLDRS” products ( e.g. , ticker “SMH”); and

Other financial instruments as determined by Chilton in its discretion.

If there is any question by an employee as to whether a security is a Covered Security under this Code, he/she should consult with the CCO and/or a designee for clarification on the issue before entering into any transaction with respect to the security.

Personal Accounts and No Control Accounts

For purposes of this Code, the term “ Personal Account means an account over which an employee has any direct or indirect influence or control. 

For purposes of this Code, it is presumed that each of the following accounts constitutes a “ Personal Account of an employee:

A brokerage account in the name of or for the benefit of: 

the employee, either individually or jointly;

the employee’s spouse;

any child of the employee sharing the same household as the employee; or

any person who is financially dependent upon the employee.

Any account over which the employee has the power, directly or indirectly, to influence the investment decisions.

Notwithstanding the presumption noted above, the term “ Personal Account ” does not include an employee account that substantially tracks a Client Account (a “ Parallel Account ”), a No Control Account (as defined below) or an open-end mutual fund account that is not held at a broker, dealer or bank and that cannot maintain individual equity securities, so long as it does not hold shares of mutual funds for which Chilton acts as an adviser.   The Firm reserves the right to review any such account and/or subject it to some or all of the provisions of this Code.

For purposes of this Code a “ No Control Account ” means an account with respect to which an employee may have a direct or indirect beneficial ownership but over which the employee has no direct or indirect influence or control and which has been approved by the CCO to be treated as a No Control Account, which may include among others a non-self-directed 401(k) account and an employee stock purchase plan account.

 

If an employee believes that any account (including an account that falls under one of the presumptions listed above) should be designated a No Control Account and exempt from the definition of a Personal Account, he/she should so advise the CCO at which time the employee will be required to complete a Request for No Control Account Consideration attached as Exhibit 5.  The CCO and or its designee will determine, in its discretion, whether the account will be approved to be treated as a No Control Account.  While transactions in No Control Accounts do not require pre-clearance, copies of Trade Confirmations and Brokerage Statements for No Control Accounts are required as set out in Section 6.4below.  On an annual basis, employees are required to certify to No Control Account status by completing the No Control Account Certification attached as Exhibit 6.

Personal Trading by Employees

Personal securities transactions by employees are subject to the following trading restrictions:

Rules Regarding Purchases 

Employees generally may not directly or indirectly purchase any Covered Security in a Personal Account, subject to the following exceptions:

Employees may purchase (i) a Covered Security that is the subject of a private placement or (ii) corporate bonds but in each case only if the employee obtains prior written approval in accordance with the Pre-Clearance Procedures of this Code.

Employees may purchase open-end mutual funds and closed-end mutual funds other than those identified in Exhibit 1 (but not ETFs and not in an initial public offering or private placement) in a Personal Account without obtaining pre-clearance.  ETFs may be purchased by certain qualified employees subject to the rules described below.

Covered Securities already held in a Personal Account at the time an employee begins employment with Chilton may continue to be held, but additional shares of such securities generally may not be directly or indirectly acquired in the Personal Account except as permitted above or through an automatic investment plan.

Employees may not purchase in a Parallel Account a Covered Security that is the subject of a private placement or an initial public offering.

Rules Regarding Sales

Employees may sell a Covered Security in a Personal Account if the employee obtains prior written approval, in accordance with the Pre-Clearance Procedures of this Code, except

Employees may sell open-end mutual funds and closed-end mutual funds (but not ETFs) in a Personal Account without obtaining pre-clearance.

Employees are prohibited from selling short any Covered Security in a Personal Account.

Rules Regarding ETFs

Employees of Chilton with the title of Senior Vice President and above only and certain employees of affiliated entities as determined on a case-by-case basis by the senior management of such entities, may purchase and sell ETFs.  The following rules apply to such transactions:

 

A total of twelve (12) ETF purchases are allowed in any calendar year with pre-clearance.

ETF purchases have a required thirty (30) day holding period.  The holding period starts from the date of purchase.

There is no limit on the number of ETF sales.  Pre-clearance is still required for ETF sales.

An established position in an ETF can be added to with pre-clearance.  However, each additional purchase will count toward the limit of twelve ETF purchases and must be held for the thirty day holding period.

The approval of an ETF purchase or sale is effective only for the same day such approval was made.  If an ETF transaction is not made on the date of approval, a new pre-clearance request must be made.

If a Portfolio Manager is trading in an ETF for the Firm or CIS when pre-clearance for the same ETF is requested by an employee, the employee’s request will be denied.

A Portfolio Manager cannot purchase an ETF for his personal account ahead of the Funds and/or Managed Accounts managed by the Portfolio Manager.  If this happens, the Portfolio Manager may have to break the personal trade and disgorge profits.

At the point of purchase, a Portfolio Manager cannot take a position in an ETF for his personal account that is in the opposite direction of such ETF’s position in the Funds and/or Managed Accounts managed by the Portfolio Manager at such time.

With respect to any ETF requested to be purchased by an employee, the trading restrictions contained in the last three bullets above may also apply with respect to other ETFs that are substantially similar to the ETF at issue, as determined by the Legal and Compliance Department.  In addition, notwithstanding anything set forth in this section of the Manual regarding trading of ETFs, the Legal and Compliance Department retains authority to restrict any trade that creates an actual or apparent conflict of interest.

Trading Restrictions Based on Knowledge

Unless an employee has disclosed all relevant information to the General Counsel and/or CCO regarding the applicable issue below and has received pre-clearance to trade, no employee may purchase or sell a Covered Security in a Personal Account if the employee is aware that :

Such security is being considered for purchase or sale by the Research Department or Research Personnel, whether or not any order has been entered with the Trading Department;

The employee’s trade is in a direction contrary to that currently recommended by the Research Department or Research Personnel, i.e ., selling a security when the Research Department is recommending the purchase of that security or vice versa;

With respect to a purchase transaction by the employee, a Client or a client of CIS is selling such security or a related security, or has sold such a security within the past five (5) business days; or

With respect to a sale transaction by the employee, a Client or a client of CIS is purchasing that security or a related security, or has purchased such a security within the past five (5) business days.

Special Circumstances

An employee may engage in a purchase or sale transaction in a Covered Security necessitated by special circumstances (such as estate planning) if the employee informs the General Counsel and/or CCO of the circumstances and obtains prior written approval for the transaction, in accordance with the Pre-Clearance Procedures of this Code.  The General Counsel and/or CCO shall consider the totality of the circumstances, including whether the trade would involve a breach of any fiduciary duty, would otherwise be inconsistent with applicable laws and/or Chilton’s policies and procedures, or would create an appearance of impropriety.  If approval for a transaction is granted, the Firm may impose certain conditions that could impact the manner and timing of the transaction (and future transactions).

Personal Trading Reference Chart

Attached as Exhibit 3is a chart of common personal securities trading transaction types and their associated rules and is provided as a tool in understanding and navigating the Firm’s personal trading purchase and sale guidelines.

Pre-Clearance Procedures

An employee seeking pre-clearance for a transaction in a Covered Security should make such request using the Personal Trading Control Center.  If a transaction is pre-cleared, the authorization will expire at the end of the day it is given unless a longer period is specified in the authorization.  Once the permissible time period has expired, pre-clearance must be obtained again before any further trading is conducted.  The CCO and/or a designee will maintain records of all pre-clearance requests and authorization decisions.

A pre-clearance request will generally be rejected if the request: (a) involves a security that is being purchased or sold by Chilton or CIS, in either case, on behalf of any Client or client of CIS or is being considered for purchase or sale; (b) is otherwise prohibited under any internal policies of Chilton; (c) breaches any duty to a Client or Investor or client or investor of CIS; (d) is otherwise inconsistent with applicable law, including the Advisers Act; or (e) creates an undisclosed material conflict of interest or an appearance thereof.

Certain designated employees may make preliminary preclearance requests to the CCO and/or a designee via email.  For all requests that are approved on a preliminary basis, the employee will be required to complete a Personal Securities Trading Request (see Exhibit 9), and provide it to the CCO and/or a designee.  The employee may not place the transaction until he/she receives written authorization, either in paper or electronic mail form, from the CCO and/or a designee. 

Pre-clearance requests must be kept confidential.  When pre-clearance is requested for a securities transaction, the Firm has discretion to reject the request and is not obligated to explain its rationale to the employee making the request.  Nonetheless, the decision to reject the pre-clearance request could be interpreted as a sign that Chilton or CIS intends to trade the same security.  For this reason, all pre-clearance requests and rejections should be kept confidential.  If a third party, such as a broker, is informed that pre-clearance is being sought for a particular transaction, the third party may be able to infer that the Firm intends to trade the security at issue as well as the potential timing of such transaction.

Securities Reporting by Access Persons

New Access Persons

New Access Persons of Chilton are required to complete and submit to the CCO and/or a designee a schedule of Personal Accounts and No Control Accounts and securities holdings in those accounts within 10 days of becoming an Access Person, generally as part of entering into an employment agreement with Chilton.  The schedule includes the following information:

A list of each Covered Security, including the title and type, exchange ticker or CUSIP, number of shares, and/or principal amount (if fixed income securities) of such Covered Security in any Personal Account or No Control Account; and

A list of each of the Access Person’s Personal Accounts or No Control Accounts, including with respect to each account its name and number and the name of the broker, dealer or bank with whom the account is maintained.

The date the report is submitted by the Access Person.

All such information must be current as of a date not more than 45 days prior to the date on which such person becomes an Access Person. An Access Person may affix (staple) a copy of brokerage account statements that include all the required information to the schedule and attest that such accounts and the securities listed in the statements are complete and current in lieu of listing such accounts and securities in the schedule.  This schedule must be submitted even if an Access Person has no Covered Securities or Personal Accounts to report.

Duplicate Trade Confirmations and Brokerage Statements and Quarterly Reporting

Duplicate Trade Confirmations and Brokerage Statements. All Access Persons must ensure that each Personal Account, No Control Account and Parallel Account of the Access Person is established so that duplicate copies of trade confirmations and monthly account statements are submitted directly to the CCO and/or a designee by the broker, dealer or bank with whom the account is maintained, unless other arrangements are made with the written approval of the CCO and/or a designee.  A sample letter that can be used by an Access Person to request such duplicate statements from the broker, dealer or bank is provided as Exhibit 10. 

Quarterly Reporting . Access Persons are required to provide a report of quarterly transactions that contains certain information about each transaction during the quarter involving a Covered Security (including a mutual fund advised or sub-advised by Chilton) in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership.  This information includes (i) the date of the transaction; (ii) the title, the exchange ticker symbol or CUSIP number, interest rate and maturity date (if applicable) , number of shares, and principal amount of each Covered Security involved ; (iii) the nature of the transaction (i.e., purchase, sale); (iv) the price; (v) the name of the broker, dealer or bank through which the transaction was executed and (vi) the date the report is submitted by the Access Person .  In most cases, Chilton will rely on the trade confirmations and/or account statements that it automatically receives and the employee need not re-submit that information.  However, all Access Persons must report any transaction in a Covered Security to Chilton if Chilton does not receive a duplicate copy of the trade confirmation or it does not appear on the brokerage statements that are sent automatically to Chilton.  Such transactions are most commonly transactions in private placements that are not executed through or held in an account with a broker-dealer (such as when an Access Person purchases or sells an interest in a hedge fund).  In such a case, it is the Access Person’s responsibility to report to the CCO and/or a designee that it has completed the transaction in the relevant quarter and such report must be submitted to the CCO and/or a designee no later than 30 days after the end of the quarter. Furthermore, if an Access Person’s confirmations or account statements do not contain all of the information required by applicable law regarding the transactions reported on those confirmations or statements, the Access Person must provide the supplemental information no later than 30 days after the end of the quarter.

Updating Personal Accounts, No Control Accounts and Parallel Accounts

Each Access Person is required to inform the CCO and/or a designee promptly and provide appropriate information to the CCO and/or a designee under the following circumstances:  (1) if any Personal Account, No Control Account or Parallel Account is opened; (2) if any existing Personal Account, No Control Account or Parallel Account is closed; and (3) as other relevant changes occur (e.g., a non-self-directed 401(k) account is converted into an IRA or a self-directed 401(k) account, which means the account now meets the definition of a Personal Account).  Each Access Person is required to provide the CCO and/or a designee no later than 30 days after the end of a calendar quarter the following information with respect to any Personal Account, No Control Account or Parallel Account established by the Access Person during the calendar quarter in which securities were held for the direct or indirect benefit of the Access Person: (i) the name of the broker, dealer or bank with whom the account is maintained, (ii) the date the account was established and (iii) the date the report is submitted by the Access Person.  

Annual Personal Trading and Holdings Report and Acknowledgment with Compliance Attestation

Every Access Person must submit an Annual Personal Trading Report and Acknowledgement with Compliance Attestation (see Exhibit 4) to the CCO and/or a designee.  The report must be submitted within 45 days after year end and must provide the information requested as of December 31 or for the year-ended December 31, as applicable.  The report must contain the following information: (i)  a list of each Covered Security in any Personal Account and Parallel Account, including the title and type of security, the exchange ticker or CUSIP, the number of shares and principal amount, (ii) a list of the Access Person’s Personal Accounts and Parallel Accounts, including with respect to each account the name of the broker, dealer or bank with whom the account is maintained and (iii) the date the report is submitted by the Access Person.

An Access Person may affix (staple) a copy of brokerage account statements that include all the required information and were prepared as of December 31 of the preceding year to the report and attest that such accounts and the transactions and securities listed in the statements are complete and current in lieu of listing such accounts, transactions and securities in the report.  Access Persons are also required to report any transaction in a Covered Security (including a mutual fund advised or sub-advised by Chilton) if does not appear on the brokerage statements that are sent automatically to Chilton (i.e., transactions that are not executed through or held in an account with a broker-dealer (such an interest in a hedge fund)).  An Access Person will also be required to disclose on this report any interests in commodities held by the Access Person.  This report must be submitted even if an Access Person has no Covered Securities holdings, transactions in a Covered Security, Personal Accounts or Parallel Accounts to report.

Access Persons are required to certify following each year end to No Control Account status with respect to each No Control Account by completing the No Control Account Certification.

Any Access Person need not submit separate reports pursuant to the 17j-1 Code provided that such person complies with the reporting requirements under this Code as these requirements are at least as extensive as the reporting requirements under the 17j-1 Code.

Responsibilities of the Legal and Compliance Department

The Legal and Compliance Department will:

Inform Access Persons of their reporting obligations;

Maintain all of the records described in this Code;

 

Following submission of any report listed in this Section 6.4, review the report for any evidence of improper trading activities or conflicts of interest, and sign and date the report to attest that he/she conducted such review, as appropriate; 

Review the duplicate trade confirmations and accounts statements supplied by brokerage firms with respect to Personal Accounts of Access Persons to ensure that any transaction in a Covered Security was completed in compliance with this Code, and

Periodically match the trading activity of Clients against the securities transactions of Access Persons, and document the results.

Insider Trading Provisions of Section 204A

Background

On occasion an employee of an investment adviser may receive “inside,” non-public or confidential information pertaining to a security or its issuer.  For example, he/she may obtain non-public information through associations with insiders of such entities.  In these cases, where the employee obtains or receives non-public information and that information is material, the employee has a duty and obligation under the law not to recommend a trade or trade on such information until this information becomes public.

Section 204A of the Advisers Act requires that investment advisers establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by the adviser or any person associated with the adviser.  In light of the increased focus on insider trading and increased penalties, it is important for Chilton to implement the necessary policies and procedures in order to protect itself against the significant penalties and damage in reputation that may result from an insider trading violation.  The SEC has made a review of the required policies and procedures a focal point in its inspections of advisers.

Examples of Insider Trading

All employees are expected to read and be familiar with the following examples of insider trading and responses to the receipt of material, non-public information. 

By way of example, violations of the insider trading rule may be found to have occurred when persons trade on material non-public information about:

upcoming earnings news;

information about a pending merger, acquisition, tender offer, joint venture or sale of assets;

a new product or regulatory approval/disapproval of a possible product;

new or changing customer relationships;

changes in corporate control or management;

changes in auditors or delays in the disclosure of financial information;

information regarding defaults, redemptions, calls of securities;

changes in dividend policy;

plans regarding public or private sales of securities;

litigation or regulatory proceedings; or

changes in analyst recommendations.

This list is non-exclusive and there is a wide range of types of information that can be material and non-public.  

Legal sanctions for insider trading have been applied to:

persons inside a company who traded the stock;

persons outside the company who traded the stock;

persons inside the company who told persons outside the company who traded the stock; and;

persons outside the company who told other persons outside the company who traded the stock.

An employee may receive information from or regarding an issuer, although no special or confidential relationship exists between them.  For example, an employee may inadvertently hear an officer tell an outsider by telephone of a significant corporate event, such as a large unannounced quarterly loss.  An employee may also receive the information through its use of, and consultation with, expert consultants and research firms.  Please see Exhibit 18: Use of Expert Consultants and Research Firms for the Firm’s policies and procedures with respect to such consultants and research firms. 

Other examples of potential sources of inside information include the receipt of information related to the offering of private investments in public offerings (“PIPES”), and information from other third parties including but not limited to counsel, independent registered public accounting firms, financial printers, trading partners, private fund investors and clients. 

Chilton’s Policies and Procedures Regarding Insider Trading

The General Counsel and Assistant General Counsel are responsible for overseeing compliance with insider trading guidelines and providing a resource for giving guidance and answering employee questions. 

If an employee, regardless of position, receives information he/she believes is material non-public information, the employee must convey such information to the General Counsel or Assistant General Counsel immediately .  The General Counsel or Assistant General Counsel will then make a judgment as to the handling of such information in order to prevent possible charges of insider trading violations.  Failure by an employee to disclose such information to the General Counsel or Assistant General Counsel in a timely manner may result in termination of the employee. 

The following procedures have been established to assist employees in avoiding violations of the insider trading laws.  Every employee must follow these procedures or risk being subject to the sanctions described above.  If an employee has any questions about these procedures, he/she should bring such questions immediately to the General Counsel or Assistant General Counsel.

Identifying Inside Information

Employees should consider the following two questions when determining whether any information might be considered “inside information”:

Is the information material ?  Is this information an investor would consider important in making an investment decision?  Would public disclosure of this information affect the market price of the security?

Is the information non-public ?  To whom has this information been provided?  Has the information been effectively communicated to the marketplace through publication in a magazine or newspaper of general circulation, or through some other media available to the public?

If after considering the above, the employee believes that the information may be material and non-public, he should take the following action:

Report the matter immediately to the General Counsel or Assistant General Counsel and disclose all information which the employee believes may be relevant on the issue of whether the information is material and non-public.

Refrain from recommending a purchase or sale or from purchasing or selling any security about which such information has been received.  This prohibition applies to the employee’s Personal Accounts and/or any Client account managed by Chilton.

Refrain from communicating the information to anyone outside or within Chilton, other than the General Counsel or Assistant General Counsel.

After reviewing the information and, if necessary, consulting with counsel and/or Chilton personnel, the General Counsel or Assistant General Counsel will determine whether such information is material and non-public and take appropriate actions, including but not limited to placing the security on the Firm’s restricted list. 

Supervisory Procedures

The General Counsel and Assistant General Counsel are critical to the implementation and enforcement of the Firm’s procedures against insider trading.  The supervisory procedures set forth below are designed to prevent insider trading by employees, detect such trading if it occurs and provide appropriate sanctions for violations of these procedures.

Steps to Prevent Insider Trading:

Every new employee will be provided with a copy of this Manual and must acknowledge on the Acknowledgement of Receipt (see Exhibit 2) that the employee has read the Manual, specifically including the Code of Ethics and related sections concerning the prevention of misuse of material non-public information. 

On a quarterly basis, all employees are required to certify their compliance with the Firm’s policies and procedures on the Quarterly Compliance Attestation (see Exhibit 13 ) with respect to insider trading.

The CCO and/or a designee will enforce the applicable personal securities trading restrictions provided in this Code.

The General Counsel and Assistant General Counsel, or a designee, will, on a periodic basis, conduct training to familiarize appropriate employees with the Firm’s insider trading procedures, including by bringing in outside counsel.  Special training may be held, as necessary, for those employees working in areas where they are more likely to receive inside information in the course of their duties.

The General Counsel and Assistant General Counsel will be available to assist employees on questions involving insider trading.

The General Counsel or Assistant General Counsel will resolve issues of whether information received by an employee is material and non-public.

Whenever it has been determined that an employee has received material non-public information, the General Counsel or Assistant General Counsel will implement measures to prevent (i) dissemination of such information and (ii) trading in the security by Chilton, CIS and their employees.

Steps to Detect Insider Trading:

The CCO and/or a designee will review all personal securities transactions by employees to ensure that such activities are in compliance with the applicable personal securities trading restrictions provided in this Code and review periodically the trading activities in Chilton’s proprietary accounts, if any;

Chilton will request information from Private Fund Investors about their possible access to material non-public information; and

The CCO and/or a designee will conduct such investigation, as necessary, when the CCO and/or a designee has reason to believe that any employee has received and traded on inside information and/or has disseminated such information to other persons.

Market Manipulation

Intentional or willful conduct that is designed to deceive or defraud investors by controlling or artificially affecting the price of securities or market conditions is a violation of various securities laws.  Accordingly, no employee may directly or indirectly engage in any conduct that is intended to manipulate the price of any security or trading market.  In particular, an employee should act responsibly when disseminating information within and outside of the Firm and is prohibited from disseminating information or rumors regarding any issuer that the employee believes or knows to be false or misleading or to be of a sensational nature (such that the information might reasonably be expected to affect market conditions).  

Market manipulation can subject the employee and the Firm to both civil and criminal sanctions as well as reputational harm.

The CCO and/or a designee may also implement procedures designed to detect and investigate manipulative behavior. 

Dealings with Clients and Investors

No employee may directly or indirectly purchase from or sell to a Client, Investor or Managed Account or any client, investor or managed account of CIS any security, unless the transaction is pre-approved in writing by the General Counsel or Assistant General Counsel and any requirements under the law, if applicable, are followed.  

Employees are prohibited from holding funds or securities of an Investor or Managed Account (or an investor or managed account of CIS) or acting in any capacity as custodian or trustee for a Fund account or Managed Account (or a CIS fund account or managed account), unless such act complies with this Manual. 

Employees are prohibited from borrowing money or securities from any Investor or owner of a Managed Account (or an investor or managed account of CIS) and from lending money to any Investor or owner of a Managed Account (or a CIS investor or owner of a CIS managed account), unless such person is a member of the employee’s immediate family and/or the transaction has been approved in writing by the General Counsel and CCO and/or a designee.

Employees may not provide legal or tax advice to any Client or potential Client.  When legal or tax questions are raised by a Client or potential Client, including in connection with the completion of any Subscription Document for a Private Fund, employees should encourage such Client or potential Client to consult its own adviser.

Communications with the Media

All unsolicited inquiries from the press regarding the Firm or CIS, their Clients, their Investors, or any aspect of Chilton’s or CIS’s business should be referred to the General Counsel.  Similarly, employees should not initiate contact with the press under any circumstances.  It is Chilton’s general policy not to endorse publicly the products or services of the Firm’s or CIS’s suppliers, clients or investors; any exceptions must be approved by the General Counsel.  This includes commentary in press articles (including “in-house” publications) and participation in testimonial advertising, promotional brochures or annual reports.  In general, the Firm will not provide information to the press regarding securities positions held by Clients.

Personal Obligations to Government and Regulatory Bodies

Since integrity in financial affairs is an important aspect of the Firm’s reputation, employees are expected to adhere to those standards in their personal financial affairs.  Specifically, the Firm expects employees to satisfy their personal obligations to governmental and regulatory bodies, including the timely and accurate filing of relevant tax returns.

Unregistered Investment Adviser

No employee is permitted to hold himself/herself out as providing personal investment or financial advice to Clients or prospective clients except through his/her employment with Chilton and/or CIS.  Failure to make such distinction may subject the employee to the registration provisions of Section 203 of the Advisers Act since he/she may be deemed to be operating as an unregistered investment adviser.

Anti-Bribery Laws, including the Foreign Corrupt Practices Act and the UK Bribery Act

Employees, affiliates, agents and consultants acting on behalf of Chilton must comply with all applicable anti-bribery laws and regulations.  These laws include the U.S. Foreign Corrupt Practices Act (“ FCPA ”), which makes it illegal to pay, promise, offer or authorize the giving of anything of value directly or through a third party to a “government official” to influence official action, and the UK Bribery Act which also prohibits offering, promising or giving anything of value to anyone, including someone in the private sector, to induce that person to perform work duties disloyally or otherwise improperly.  Chilton’s policy to comply with applicable anti-bribery laws is attached as Exhibit 15.  The term “ government official ” includes any officer or employee of, or person acting on behalf of, a government, government-owned or controlled entity or public international organization, and any political party, party official, or candidate for political office.

Gifts and Entertainment Policies

General Policy Statement

Chilton employees may not accept or give inappropriate gifts, favors, entertainment, meals, special accommodations, or other things of value to influence the recipient or that could make him or her feel beholden to a person or firm.  Chilton has adopted the policies and procedures to govern the receipt and giving of gifts and entertainment, which are set forth in Exhibit 17.

Outside Affiliations and Business Activities

Chilton recognizes that outside affiliations and personal business activities could lead to the potential for conflicts of interest and could otherwise interfere with an employee’s duties to Chilton and Clients.  As a result, employees who wish to participate in any outside or personal business activity must seek prior approval from the CCO and/or a designee.   Examples of the types of outside affiliations or personal business activities that require pre-approval include, but are not limited to, serving on a board of directors of an outside company or taking a position of management in an outside company; engaging in outside business or non-profit ventures.

Political Contributions

In General

Rule 206(4)-5 under the Advisers Act (the “ Pay-to-Play Rule ”) subjects Chilton to potentially severe sanctions in the event that, among other things, Chilton, its employees or their immediate family members make contributions to certain state or local government officials or candidates where the office of such official or candidate is directly or indirectly responsible for or can influence (or has authority to appoint any person who is directly or indirectly responsible for or can influence) the hiring of Chilton to manage the assets of the government entity (such as state government pension plans, state university endowments or other state or local government accounts). In addition, the Pay-to-Play Rule prohibits Chilton and its employees and their immediate family members from fundraising activities that include soliciting or coordinating political contributions or payments to a state or local political party where, or to an official or candidate of a government entity to which, Chilton is providing or seeking to provide advisory services.

Employees are required to pre-clear with the Legal and Compliance Department any contribution (including any contribution by their spouse or dependants) made to a (i) government official (whether federal, state or local), (ii) candidate for government office (whether federal, state or local), (iii) political party or (iv) political action committee (“ PAC ”).   Employees also must obtain pre-clearance from the Legal and Compliance Department prior to their (or their spouse or dependants) volunteering for, or otherwise engaging in any activity with respect to, any of the above.

In addition, employees (and their spouses or dependants) are not permitted to solicit or coordinate (i.e., collect and forward), from any person or entity (including a PAC), (i) contributions or (ii) “payments” (whether or not intended to influence an election or campaign) to a government official (whether federal, state or local), candidate for government office (whether federal, state or local), political party or PAC without pre-clearance by the Legal and Compliance Department. Employees should read this prohibition broadly and request pre-clearance if there is any doubt whether a given activity is permitted. For example, this prohibition would include (i) an e-mail (whether sent to Chilton employees or outside the Firm) seeking contributions or (ii) asking a service provider (such as a law firm and accounting firm) or a friend to make a contribution to a state or local candidate.

Employees and their spouses and dependants are prohibited from making any political contribution or engaging in any political activity for the purpose of directly or indirectly influencing or inducing the obtaining or retaining of Chilton’s investment advisory services by a government entity. Further, employees are prohibited from considering Chilton’s current or anticipated business or its business relationships as a factor in making any contribution or as a reason for engaging in an activity described above.

As a matter of policy, Chilton will not engage in any of the activities described above, unless pre-clearance is obtained from the Legal and Compliance Department.

Prohibition on Indirect Activities

Under no circumstances may Chilton or an employee make a contribution indirectly, or engage indirectly in any of the foregoing activities, such as through his or her advisers, family members or any other persons affiliated with Chilton or the employee, as a means of circumventing the restrictions.

Pre-Clearance Procedure

An employee seeking pre-clearance for any proposed contribution or activity described above is required to submit a request to the Legal and Compliance Department by completing the Political Contribution Request Form (Exhibit 15). For each proposed contribution or activity, the employee will be required to certify that such contribution or other activity is not for the purpose of directly or indirectly, influencing or inducing the obtaining or retaining of Chilton’s investment advisory services by a government entity. If the Legal and Compliance Department determines, in its discretion, that a particular political contribution or activity may violate the Pay-to-Play Rule or other applicable law (or otherwise poses a conflict of interest for Chilton or CIS), the Legal and Compliance Department may prohibit such employee from making the contribution or engaging in the activity. An employee may only make a political contribution or engage in the requested activity after obtaining written approval from the Legal and Compliance Department. Please note that it will take approximately five business days for the Legal and Compliance Department to review and determine whether to permit or deny any such request and it is expected that most contributions to state and local government officials and candidates will be prohibited.

Recordkeeping

The Legal and Compliance department will maintain a political contributions log that records all of the political contribution and activity requests received from employees and whether the request was approved or denied, as well as the appropriate books and records as set forth in Section 7 of Chilton’s Compliance Manual.

Certifications

Each employee must certify quarterly on the Quarterly Compliance Attestation (see Exhibit 13 ) that he/she has complied with Chilton’s Political Contribution Policy for the preceding quarter, pre-cleared all contributions and activities in accordance with the Political Contribution Policy and has not made any contributions or engaged in any activities for the purpose of intending to influence the obtaining or retaining of contracts with government entities. In addition, since the Pay-to-Play Rule also incorporates contributions made by individuals prior to their employment with Chilton, each prospective employee will be required to detail his/her past contributions (including those of his or her spouse or dependents) as part of the hiring process.

Placement Agents

Under Rule 206(4)-5 of the Advisers Act, any placement agent hired by Chilton to solicit government entities must be a “regulated person” as defined in Rule 206(4)-5(f)(9) under the Advisers Act.  A “regulated person” is a registered investment adviser, a registered broker-dealer or a registered municipal adviser, each of which must be subject to pay-to-play restrictions.

 

Each agreement with a placement agent must be reviewed and approved in advance by the Legal and Compliance Department to ensure, among other things, that the placement agent has obtained all required federal, state and local registrations and that the placement agent has complied with and will continue to comply with all applicable laws, rules, regulations and policies, including pay-to-play rules applicable to it. In addition, the Legal and Compliance Department will maintain a record of the names and business addresses of all “regulated persons” whom Chilton engages as a third-party solicitor or placement agent. Such recordkeeping requirement will apply regardless of whether Chilton has a government entity as a client at such time.See also “ Section 1.6 Cash Payments for Client Solicitation - Rule 206(4)-3 ”.    

Cell Phone Usage in the Office

Personal cell phones, including text messaging, should not be utilized to conduct Firm business, unless an employee is out of the office and needs to use a cell phone to conduct Firm business.  In general, personal cell phone usage in the office, including text messaging is disruptive and strongly discouraged.  

Other employment policies, principles, and procedures adopted by Chilton are set forth in Chilton’s Employee Manual, a copy of which is provided to all Chilton employees upon joining the Firm and when any material updates are issued.

 

Some financial institutions may send account statements on a quarterly basis only.  That is acceptable so long as Chilton receives such statements within 30 days of the quarter end.

For purposes of this policy the term “contribution” is broadly defined and includes a donation of money, a donation of resources (such as a personal residence, office location or refreshments for a campaign event or in furtherance of a campaign), loans, advances, payments of campaign-related expenses and transitional and inaugural expenses, payments to satisfy debts incurred in connection with an election and anything else of value for the purpose of influencing an election.



 

 

 

 

 

 

Table of Contents

 

 

 

Chairman’s Letter 1

 

Doing What’s Right 2

 

How to report a concern 3

 

Key Principles of our code 4

 

What You Should Know about Our

Code of Conduct 5-9

Our values 5

Purpose of our Code 6

Who must follow this Code? 6

Waivers of the Code for executive officers 6

What is expected of employees? 7

Cooperating with Regulatory Agencies 8

What is expected of managers? 8

Managing Risk as a Manager 8

Responsibility to ask questions and report concerns 8

What happens when a concern is reported? 9

Zero tolerance for retaliation 9

Cooperating with an investigation 9

 

Respecting Others 10-13

Mutual respect and professional treatment 10

Harassment-free environment 12

Safety and security 13

Managers’ responsibilities 13

 

Avoiding Conflicts 14-23

Overview 14

Gifts and entertainment 15

Outside employment and business dealings 18

Outside service as a director, officer, general partner,

political appointment or elected position 20

Ownership of an outside business 21

Fiduciary appointments 21

Personal investment decisions 21

Dealing with family and close personal friends 22

Corporate opportunities 23

 

Conducting Business 24-27

Fair competition and anti-trust 24

Anti-corruption and improper payments 26

Combating financial crime and money laundering 27

 

Working with Governments 28-29

Your obligations 28

Basic principles 29

 

Protecting Assets 30-36

Financial integrity 30

Additional standards for senior financial professionals 31

Use of company assets 31

Protecting client and employee records and observing

our privacy principles 32

Records management 33

Use of computers, systems and corporate information 33

Inside or proprietary information 35

 

Supporting our Communities 37-39

Political activities 37

Investor and media relations 38

Charitable contributions and corporate sponsorship 39

Participating in trade associations, conferences and speaking engagements 39

 

Additional Help 40-41

 

 

 

 

 

 

 

 

 

The Code of Conduct does not alter the terms and conditions of your employment. Rather, it helps each of us to know what must be done to make sure we always Do What’s Right . The most current version of the Code can be found on MySource.

 

Throughout the Code, references to company policies apply only to global policies that cover all employees and do not include additional policies you must follow that are specific to your location or line of business. The Code is not intended to fully describe the requirements of referenced policies, which can be found in their entirety on MySource.

 

 

 

 

 

 

 

 

 

 

Dear Colleague:

Trust is everything in our business. Our clients and other market participants expect us to conduct business with the highest ethical standards — no exceptions.

 

Fortunately, our Doing’s What Right program can help you to manage compliance and ethics issues that might arise in the workplace. It’s a simple three-step process that everyone can use to help them make the right call when difficult issues and questions come up.

 

But, there is one part of the process that still requires a bit more effort and knowledge and that is before any of us can do what’s right, we all have to know what’s right. It can be difficult to understand all the laws and regulations we must comply with and the company policies and procedures we must adhere to.

 

That’s why we have updated the Code of Conduct to make it easier to read and understand. We have put in everyday language the basics you need to know as you go about your daily work. While it’s not an exhaustive document, the revised Code will certainly give you a clearer understanding of the fundamental concepts that apply across our businesses.

 

This revised Code will also help you in another important way. Often, the best indication any of us have that something is wrong is our own instinct. If something feels wrong, it may well be. Speak up. Ask questions. Get more information until you are satisfied. The revised Code can help you determine if something is really wrong and if further action is appropriate, such as speaking to your manager, your manager’s manager or someone in Legal, Audit, Compliance, Human Resources, or our Ethics Hot Line or Help Line.

 

A final, but critical, point — BNY Mellon has zero tolerance for retaliation against anyone who reports a concern or misconduct in good faith, and with the reasonable belief that the information is true. No one has the authority to justify an act of retaliation, and any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal. I want you to never be afraid or reluctant to speak up when appropriate.

 

So, please take the time to review the Code of Conduct. It’s one of the most important ways to ensure that you’re always Doing What’s Right .

 

Gerald L. Hassell

Chairman and Chief Executive Officer

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Doing What’s Right

 

At BNY Mellon, “ Doing What’s Right ” means

• Contributing to an ethical culture is expected and valued,

• Conducting business in full compliance with all applicable laws and regulations, and in accordance with the highest ethical standards,

• Fostering honest, fair and open communication,

• Demonstrating respect for our clients, communities and one another,

• Being accountable for your own and team actions, and

• Being willing to take a stand to correct or prevent any improper activity or business mistake.

 

How to Do What’s Right

• Put company values, policies and procedures into action,

• Know the laws and regulations affecting your job duties and follow them,

• Take responsibility for talking to someone if you see a problem, and

• Ask questions if you are unsure of the right thing to do.

 

When you are uncertain, ask yourself these questions

• Could the action affect the company’s reputation?

• Would it look bad if reported in the media?

• Am I uncomfortable taking part in this action or knowing about it?

• Is there any question of illegality?

• Will the action be questionable with the passage of time?

 

If the answer to any of these questions is “yes,” ask more questions. Keep asking until you get a satisfactory answer. Talk to your manager, the Compliance and Ethics Department, Legal or Human Resources, or call the Ethics Office before doing anything further. Don’t stop asking until you get the help you need.

 

It’s your obligation to Do What’s Right .

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How to report a concern:

 

 

Ethics Help Line

 

 

 

 

 

 

 

 

 

 

 

Ethics Hot Line

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incident Reporting

 

 

 

 

Director’s Mailbox

 

 

Usually, the best place to start is by talking to your manager. If this makes you uncomfortable, then consider the options below.

 

Ethics Help Line (operated by members of the company’s Ethics Office)

• United States and Canada: 1-888-635-5662

• Europe: 00-800-710-63562

• Brazil: 0800-891-3813

• Australia: 0011-800-710-63562

• Asia: appropriate international access code +800-710-63562 (except Japan)

• Japan: appropriate international access code +800-710-6356

• All other locations: call collect to 412-236-7519

 

Please note that your phone call can be anonymous.

 

E-mail: ethics@bnymellon.com (To remain anonymous, please use the telephone help line for reporting your concern.)

 

Ethics Hot Line (operated by EthicsPoint, an independent hotline administrator)

• United States and Canada: 1- 866-294-4696

• Outside the United States dial the AT&T Direct Access Number for your country

and carrier, then 866-294-4696

AT&T Direct Access Numbers by Country/Carrier

• United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011;

NTL 0-800-013-0011

• India: 000-117

• Brazil: 0-800-890-0288

• Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288

• Japan: Softbank Telecom 00 663-5111; KDDI 00 539-111

• Australia: Telstra 1-800-881-011; Optus 1-800-551-155

• Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266

• Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001

Web Report: http://www.ethicspoint.com (hosted on EthicsPoint’s secure servers and is not part of the company’s web site or intranet).

 

Please note that all contacts to EthicsPoint can be anonymous.

 

Incident Reporting

If your concern involves potential criminal or unusual client activity, you must file an

Incident Report within 72 hours. In the U.S., you can file an Incident Report using the icon on your PC desktop. In other locations, you should contact your compliance officer for assistance in following country-specific guidelines.

 

Director’s Mailbox

If your concern involves questionable accounting or auditing matters, you may also report your concern to the Presiding Director of the Board (who is independent of management). You can contact the Presiding Director by sending an e-mail to non-managementdirector@bnymellon.com or by postal mail addressed to:

BNY Mellon Corporation

Church Street Station

PO Box 2164

New York, New York 10008-2164 USA

Attention: Non-Management Director

 

Please note the postal mail option can be anonymous.

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Key Principles of Our Code

 

Respecting others

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals

in compliance with legal requirements and because it’s the right thing to do.

 

Avoiding conflicts

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

 

Conducting business

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

 

Working with governments

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

 

Protecting assets

We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

 

Supporting our communities

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way that we interact with our communities and the public at large.

 

 

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What you should know about our Code of Conduct

 

Our Values

Our values provide the framework for our decision-making and guide our business conduct. Incorporating these values into our actions helps us to do what is right and protect the reputation of the company.

 

Client Focus: Putting the client at the center of all that we do

Integrity: Acting with the highest ethical standards for our company, our employees and our clients

Teamwork: Fostering collaboration and diversity to empower employees to build relationships and deliver  

insights

Excellence: Setting the standard for leading-edge solutions, innovation and continuous improvement

 

What our values do:

• Explain what we stand for and our shared culture

• Span geographies and lines of business

• Represent the promises made to our clients, communities, shareholders and each other

• Are critical to our success

 

At the foundation of our Code of Conduct are our Values – Client Focus , Integrity, Teamwork and Excellence .

 

Our values underscore our commitment to be a client-focused, trusted financial institution driven by an empowered global team dedicated to outperforming in every market we serve.

 

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Compliance with the letter and the spirit of our Code of Conduct, laws and regulations, policies and procedures is not optional. It’s how we do business: it’s the embodiment of Doing What’s Right .

Purpose of our Code

Today’s global marketplace is filled with a host of new challenges and changes, but one constant guides us — the mandate to meet the highest standards of legal and ethical integrity.

The Code of Conduct is the foundation of our commitment to Doing What’s Right , but it is not intended to describe every law or policy that applies to you. Nor does it address every business situation you may face. You’re expected to use common sense and good judgment, and seek advice when you’re unsure of the proper response to a particular situation.

The Code provides the framework and sets the expectations for business conduct. It clarifies our responsibilities to each other, clients, suppliers, government officials, competitors and the communities we serve. It outlines important legal and ethical issues. Failing to meet these standards could expose our company to serious damage.

Who must follow this Code?

All employees worldwide who work for BNY Mellon or an entity that is more than 50 percent owned by the company must adhere to the standards in our Code. No employee is exempt from these requirements, regardless of the position you hold, the location of your job or the number of hours you work. If you oversee vendors, consultants or temporary workers, you must supervise their work to ensure their actions are consistent with the key principles in this Code.

Waivers of the Code for Executive Officers

Waivers of the Code are not permitted for any executive officer of BNY Mellon, unless the waiver is made by the company’s Board of Directors (or a committee of the Board) and disclosed promptly to shareholders. Individuals who are deemed to be “executive officers” of BNY Mellon will be notified as appropriate.

 

 

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Q & A

Q: I work outside of the U.S. Do U.S. laws apply to me?

A: BNY Mellon does business all over the world, which means that you may be subject to laws of countries other than the one in which you live. You must follow those laws that apply to your business duties, wherever you work. BNY Mellon is the parent of our operating companies and is incorporated in the U.S., so U.S. laws may apply to certain business activities even if they are conducted outside of the US. The reverse may also be true — other countries may apply their laws outside of their boundaries. If you have questions about the laws that apply to your business activity, ask your manager or contact the Legal representative who supports your line of business.

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What is expected of employees?

You’re responsible for contributing to our culture of Doing What’s Right by knowing the rules that apply to your job. This includes company policies, procedures, laws and regulations governing the country and businesses in which you work. Some lines of business may have more restrictive policies and procedures, and certain countries may have laws that are unique to a location. In these situations, you’re expected to follow the more restrictive rules.

You’re expected to ask your manager if you have questions about performing your job. If you do not get an adequate response, it’s your duty to keep asking until you get a satisfactory answer. You must question any request that does not comply with company policies, laws or regulations, or is inconsistent with our Code of Conduct.

No manager or leader in our company can ask you to violate a law or regulation, or to act in a manner inconsistent with our Code of Conduct. You should challenge any such request and alert appropriate individuals.

Identifying and managing risk is the responsibility of every employee. You’re required to adhere to the established internal controls in your area of responsibility and promptly elevate all risk, compliance and regulatory concerns to your manager.

You’re expected to comply with applicable laws and regulations and follow this Code, including the spirit of its intent. The penalty for violating any provision may be disciplinary action up to and including dismissal. If you violate a criminal law applicable to the company’s business, the matter will be reported to the appropriate authorities.

You are required to use CODE RAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various company policies (e.g., gifts, entertainment and certain outside employment or positions). CODE RAP is a web-based system which you can learn more about by visiting MySource, the company’s intranet site. If you need assistance or do not have access to a PC, ask your manager for help.

You’re obligated to comply fully with our Code of Conduct and may be required to certify your compliance with the Code. You will be notified of any required certifications.

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Q & A

 

Q: What is my role in managing risk?

 

A: Each employee plays an important role in managing risk when you:

 

• Perform your job with integrity and in compliance with policies, procedures and the law

 

• Adhere to the controls established for your business

 

• Ask questions if instructions are not clear or if you are unsure of the right thing to do

 

• Escalate issues immediately to your manager (e.g., an error, a missed control, wrongdoing or incorrect instructions)

 

Doing What’s Right means being accountable for your own and your team’s actions, and being willing to take a stand to correct or prevent any improper activity or a business mistake.

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Cooperating with Regulatory Agencies

 

All employees are required to cooperate with regulators. Your communications with regulatory personnel are expected to be responsive, complete and transparent. Any commitments you have made in response to exam findings and any responses to regulatory information requests are to be completed within the agreed time frame. You must notify your manager immediately should situations arise that make it unlikely that you will meet the agreed upon commitments. In addition, your compliance officer should be advised of any delays in meeting regulatory commitments.

 

What is expected of managers?

 

Those who manage or supervise others have a special obligation to set an example in Doing What’s Right . Some of the ways you’re expected to demonstrate this leadership include:

• Creating a culture of risk management, compliance and ethics,

• Considering risk in all your decision making,

• Reinforcing with your staff the importance of early identification and escalation of potential risks to the appropriate managers,

• Ensuring employees have the relevant resources to understand their job duties,

• Monitoring compliance with the Code of Conduct, company policies and procedures of the employees you supervise,

• Fostering an environment in which employees are comfortable raising questions and concerns without fear of retaliation,

• Reporting instances of non-compliance to the proper management level,

• Taking appropriate disciplinary action for compliance and ethics violations, and

• Reviewing the Code of Conduct no less than annually with your staff.

 

Managing risk as a manager

As a manager, you must always consider risk in your decision making. You are required to understand fully the risk, compliance and regulatory issues that may impact the areas you serve. You are required to escalate any concerns immediately to the appropriate management level to ensure the requisite attention is given to the matter. In addition, any corrective measures must be implemented timely, thoroughly and in a sustainable manner.

 

Responsibility to ask questions and report concerns

You are required to speak up immediately if you have a question or concern about what to do in a certain situation or if you believe someone is doing — or about to do — something that violates the law, company policy or our Code of Conduct. If you have a genuine concern, you must raise it promptly.

 

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Q & A

 

Q: Where do I go for help if I’m uncomfortable talking to my management?

 

A: You can contact the Ethics Help

Line or the Ethics Hot Line. The

contact information is located in the

Code of Conduct, on MySource and on the company’s public Internet site.

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Q & A

Q: Can I report a concern anonymously?

 

A: Yes, you can report your concern to the Ethics Help Line or Ethics Hot Line anonymously if you wish.

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If you have a question or concern, your manager is usually a good place to start.

Other people you may go to for help or advice are:

• Your manager’s manager

• Your line of business Compliance officer

• Someone in the Human Resources or the Legal department

 

You must speak up. If your concern is not addressed, raise it through other channels. You can always contact the Ethics Office through the Ethics Help Line or Ethics Hot Line.

 

You can also visit the Doing What’s Right section of the Compliance and Ethics page on MySource for more information on reporting an issue or incident.

 

What happens when a concern is reported?

When you report a concern to the Ethics Help Line or Ethics Hot Line, your concerns will be taken seriously and investigated fully. Be prepared to give detailed information about your concern. You can choose to be anonymous if you want. Your confidentiality will be protected to the fullest extent possible and every effort will be made to quickly resolve your concern.

 

These reporting mechanisms are meant to be used only when you have a genuine concern that something is wrong. You will not be provided protection for your own misconduct just because you filed a report or if you knowingly give a false report.

 

Zero tolerance for retaliation

Anyone who reports a concern or reports misconduct in good faith, and with the reasonable belief that the information is true, is demonstrating a commitment to our values and following our Code of Conduct. The company has zero tolerance for acts of retaliation. Zero means zero. No one has the authority to justify an act of retaliation. Any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal.

 

Cooperating with an investigation

You’re required to cooperate with any investigation into alleged violations of our Code of Conduct, laws, regulations, policies or procedures, and are expected to be truthful and forthcoming during any investigation. This includes situations where you are an involved party, a witness, or are asked to provide information as part of an investigation. Any attempt to withhold information, sabotage or otherwise interfere with an investigation may be subject to any level of disciplinary action up to and including dismissal.

 

Remember, investigations are confidential company matters. You are not allowed to discuss any aspect of an investigation, even the fact that an investigation is being conducted, with any person not authorized to know it, including your co-workers and managers, as well as people outside of the company.

 

 

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It’s your obligation to Do What’s Right .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Respecting Others

 

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it’s the right thing to do.

 

Key Principle: Respecting Others

 

Mutual respect and professional treatment

 

Harassment-free environment

 

Safety and security

 

Managers’ responsibilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Respecting Others

 

Mutual respect and professional treatment

 

One of our values is Teamwork and nothing damages a team more quickly

than a lack of mutual respect. For our company to be successful, we all

must work together toward common goals. Employees and managers

share a mutual responsibility to keep one another informed of any information

that may be important to job performance and to understanding

the organization. You’re expected to treat your fellow employees

professionally — it’s what we owe each other in the workplace.

 

The company recognizes your right to form personal relationships with

those you meet in the workplace; however, you’re expected to use good

judgment to ensure your personal relationships do not negatively affect

your job performance or interfere with your ability to supervise others.

Favoritism, open displays of affection and making business decisions

based on emotions or personal relationships are inappropriate.

 

Situations that involve borrowing money, or making loans between

employees, or between one employee and a family member of another

employee must be avoided, unless it is of an incidental nature involving a

minimal amount of money. Managers should be particularly sensitive to

situations involving lending money to those who report to them and avoid

these workplace situations.

 

( Reference: Gifts, Entertainment and Loans from One Employee to Another )

 

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Q & A

 

Q: I asked a question in a staff meeting and the response I received was offensive — several people laughed at me and I was mortified. What should I do?

 

A: The response you received was inappropriate. Healthy communication can only occur in environments where different opinions can be expressed and respectful debate occurs. It’s okay to disagree with a colleague.   However, it must be done in a professional and respectful way. Talk to the person who made the remark. If you feel uncomfortable doing so, speak with your manager or Human Resources.

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Key Principle: Respecting Others

 

Similarly, gifts and entertainment between employees (including family members of another employee) can create conflicts. Company policy places limits on the amounts that are permissible and amounts above those established limits require approval via CODE RAP.

 

( Reference: Gifts, Entertainment and Loans from One Employee to Another )

 

Managers must also be aware of situations where family members or close personal friends may also work at BNY Mellon. The company prohibits any work situations where there is a direct reporting relationship between family members. In addition, wherever possible, situations should be avoided that involve family members working in the same business unit at the same location, or family members working in positions where they can jointly control or influence transactions. Senior executives must be aware that there are restrictions on hiring family members. If you encounter such a situation or are aware of one, you should contact Human Resources for guidance.

 

( Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’

Household)

 

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Harassment-free environment

 

BNY Mellon will not tolerate any form of harassment or discrimination. Harassment can be verbal, physical or include visual images where the effect creates an offensive atmosphere. It can take many forms and includes jokes, slurs and offensive remarks, whether delivered verbally, graphically or in electronic media, including e-mail.

 

Harassment also includes disrespectful behavior or remarks that involve a person’s race, color, sex, age, sexual orientation, gender identity, religion, disability, national origin or any other legally protected status. Certain local laws or regulations may provide additional protection for employees, so check with Human Resources or the Legal department in your local area if you have questions.

 

Some countries have specific laws concerning sexual harassment that include:

• Intentional or unintentional, unwelcome sexual advances with or without touching

• Coerced sexual acts

• Requests or demands for sexual favors

• Other verbal or physical conduct of a sexual nature

 

Our commitment to a harassment-free environment applies in all work-related settings and activities, whether on or off company premises, and extends to employees’ actions toward clients and vendors.

 

Harassment of any kind will not be tolerated in the workplace.

 

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Q & A

 

Q: A colleague makes comments about my appearance that make me feel uncomfortable. I’ve told my colleague that I don’t like these comments, but they continue and I’m told I’m too sensitive. What am I supposed to do?

 

A: You should talk to your manager and ask for help. If you do not feel comfortable talking to your manager, talk to Human Resources or call the Ethics Help Line or Ethics Hot Line.

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Key Principle: Respecting Others

 

Safety and security

 

BNY Mellon is committed to establishing and maintaining safe and healthy working conditions at all locations and to complying with laws that pertain to employee workplace safety. Listed below are some of the principles of maintaining a safe and secure workplace:

 

• You must contribute to maintaining a workplace free from aggression. Threats, intimidating behavior or any acts of violence will not be tolerated.

 

• You may not use, possess, sell or transfer illegal drugs on company property. In addition, you won’t be permitted to work if you’re using illegal drugs or impaired by alcohol.

 

• You may not bring weapons onto company property. This includes weapons used for sporting purposes or otherwise legal to possess. Weapons of any kind have no place in the work environment.

 

• You should be alert to individuals who are on company premises without proper authorization. Make sure you observe all physical access rules in your location and report incidents of unauthorized entry to your manager or to security personnel.


( Reference: Company Identification Card Issuance; Display and Use of Company Identification )

 

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Q & A

 

Q: I have reason to believe that a colleague is coming to the office intoxicated. What should I do?

 

A: You should notify your manager immediately. If you’re uncomfortable discussing this with your manager, contact Human Resources.

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Managers’ responsibilities

 

As part of a worldwide financial services organization, managers have a special responsibility to demonstrate our values through their actions. Managers must foster an environment of integrity, honesty and respect. This includes creating a work environment that is free from discrimination, harassment, intimidation or bullying of any kind. This type of behavior will not be tolerated and is inconsistent with our values and the Code of Conduct.

 

Managers also must ensure that all aspects of the employment relationship are free from bias and that decisions are based upon individual performance and merit.

 

 

 

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It’s your obligation to Do What’s Right .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Avoiding Conflicts

 

Avoiding Conflicts

 

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

 

Gifts and entertainment

 

Outside employment and business dealings

 

Outside service as a director, officer or general partner

 

Ownership of an outside business

 

Fiduciary appointments

 

Personal investment decisions

 

Dealing with family and close personal friends

 

Corporate opportunities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Avoiding Conflicts

 

Overview

 

The way we conduct our daily business dealings with clients, suppliers, vendors and competitors determines our reputation in the marketplace far more than any other actions we take. Each one of us contributes to BNY Mellon’s reputation. You’re expected always to act in a way that reflects our commitment to integrity and responsible business behavior.

 

A conflict of interest is any situation where your interests and the company’s interests are, or appear to be, in opposition. When you’re in such a situation, it’s difficult to objectively fulfill your job duties and your loyalty to the company may be compromised — or appear to be compromised. Every business decision you make should be in the best interests of the company and not for your own personal gain or benefit. So, you may not engage in any activity that creates, or even appears to create, a conflict of interest between you and BNY Mellon. You should not take any business action, including any loan or guarantee, for your personal benefit, or to benefit a relative or close friend at the expense of the company’s best interests.

 

If you believe you have a conflict of interest, or may be perceived to have such a conflict, you must disclose this to your Compliance Officer or to the Ethics Office. You’re expected to cooperate fully with all efforts to resolve any such conflict. The routine activities on the following pages can give rise to an actual or perceived conflict of interest.

 

( Reference: Business Conflicts of Interest)

 

Even if the conflict does not create an improper action, the appearance of a conflict of interest can be equally damaging to our reputation.

 

 

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Key Principle: Avoiding Conflicts

 

Gifts and entertainment

 

Our clients, suppliers and vendors are vital to BNY Mellon’s success. That’s why it’s imperative that these

relationships remain objective, fair, transparent and free from conflicts. While business gifts and entertainment can be important to building goodwill, they can also affect the relationship if your ability to exercise sound business judgment becomes blurred. To prevent misunderstandings, it’s recommended that, at the beginning of the business relationship, you discuss with your clients, suppliers and vendors what is permissible under our Code.

 

Fundamentally, interactions with existing or prospective clients, suppliers and vendors are business relationships that should be treated accordingly. The inappropriate giving or receiving of gifts and entertainment can erode the distinction between a business and a personal relationship. An appropriate benchmark is whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage BNY Mellon’s reputation.

 

If your judgment begins to be influenced inappropriately by a close relationship with a client, supplier or vendor, then you have crossed the line and you should remove yourself from that relationship.

 

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Q & A

 

Q: My line of business is considering asking a local vendor that we use from time to time to donate small gifts to a local charity. Since we’re not getting anything of value, can we assume this is allowable?

 

A: No. This is inappropriate. Asking vendors or suppliers to donate gifts, even if nominal in amount and for a charitable purpose, gives the impression that they must honor our request to continue doing business with the company.

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The basic principle is that no gift or entertainment may be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment. Gifts and entertainment should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, corporate tickets, company sponsored events,

food, drink, and any similar items.

 

In addition to the rules noted on the next page that apply across the company, certain lines of business may have more restrictive rules and requirements. You are expected to know and follow the more rigorous standards that may apply to your job or your location.

 

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The following are NOT allowed, regardless of the value:

 

• Accepting or giving anything as a “quid pro quo”, that is for doing something in return for the gift or entertainment,

 

• Accepting or giving cash or cash equivalents (e.g., checks, cash convertible gift certificates or cards, securities and loans),

 

• Accepting or giving a gift or entertainment that violates any law or regulation or brings harm to BNY Mellon’s reputation,

 

• Accepting or giving anything that could be viewed as a bribe, payoff or improper influence,

 

• Accepting or giving a gift or entertainment that violates any standard of conduct for your profession, especially if you hold a license or a certification,

 

• Using your position in any way to obtain anything of value from prospective or existing clients, suppliers, vendors or persons to whom you refer business,

 

• Providing entertainment that is lavish or too frequent for an existing or prospective client, vendor or supplier,

 

• Participating in any entertainment that is inappropriate, sexually oriented or inconsistent with ethical business practices,

 

• Accepting gifts or entertainment from, or giving them to, any vendor or supplier during the selection or sourcing process, whether or not you are the primary relationship manager or involved directly in the negotiation to secure the products or services,

 

• Participating in any action that would cause the other person to violate their own company’s standards for gifts and entertainment, and

 

• Providing gifts or entertainment to an existing or prospective client, supplier or vendor not recorded properly in the company books and records.

 

 

Q & A

 

Q: I am vacationing in the Caribbean and my client has a home on the island that I’m visiting. She’s been asking me to stay in her home. I’ll make sure we discuss business and I may even be able to get some business referrals from her friends. There won’t be any expense to BNY Mellon. Can I stay in the client’s home?

 

A: No. Staying in a client’s home is inappropriate. Your client is a business associate, not a personal friend. This type of entertainment could be viewed as improper and could bring harm to the company’s reputation if disclosed to the public. The fact that the company is not paying for any expenses is not relevant. You should thank the client for the kind suggestion, explain our policy and politely decline the offer.

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Key Principle: Avoiding Conflicts

 

The following require express preapproval or reporting via CODE RAP before you proceed. Approval is required whether you’re the recipient of the gift or entertainment, or you’re providing such to a client, vendor or supplier:

 

• Accepting a gift or bequest under a will or trust document of a client of BNY Mellon, regardless of the amount,

 

• Attending special, high-profile events, such as World Cup matches or Super Bowl games, regardless of the stated amount on the tickets,

 

• Giving or receiving any gift or entertainment that exceeds amounts permissible in company policy (entertainment includes meals, refreshments or other accommodations, but should only be considered business entertainment if given in connection with a legitimate business meeting), and

 

• Giving gifts or entertainment to any U.S. government employee/entity (U.S. or non-U.S.)

– The laws surrounding gifts or entertainment to government officials are complex, so you should ask your manager for assistance or contact the Anti-Corruption and Government Contracting Unit of Compliance with questions.

 

The following are usually acceptable, but you should raise questions if you’re in doubt:

 

• Gifts based upon obvious family or long-standing, personal relationships (such as those between you and

your parents, children, spouse or a childhood friend), where the circumstances make it clear that those relationships are the motivating factor for the gift, rather than the business relationship,

 

________________________________________________________________

Q & A

 

Q: I’m worried about the impression my office is giving to the community. We host what I consider to be lavish parties for prospective clients and some people seem to be constantly “entertaining” clients. Should I be worried?

 

A: It depends. It could be that your colleagues are engaging in legitimate business entertainment. It’s possible

that the entertainment complies with the Code of Conduct and company policies, and you may not have all the facts. You should talk to your manager or the next level of management about your concern. If you’re uncomfortable doing this or you get an unsatisfactory answer, contact the Ethics Help Line or the Ethics Hot Line to report your concern.

 

_________________________________________________________________________________________

 

• Gifts of a nominal value (under $200 U.S. or local equivalent), but only if the gift is given in connection with

a commonly recognized event or occasion (e.g., holiday, job event such as a promotion or retirement, life event such as a wedding, or a business event such as a conference, sports or cultural event). Even in these situations, you must report the gift or entertainment to your direct manager,

 

• Promotional items of a nominal value, such as pens, calendars, paperweights,

 

• Items with little intrinsic value, such as plaques, certificates and trophies recognizing service and accomplishments for civic, charitable, educational or religious organizations,

 

 

 

 

 

 

17

• Discounts or rebates on merchandise or services that do not exceed those available to the general public or available to you as an employee of the company, and

 

• Loans from other financial institutions, so long as they are on customary terms for legally permissible purposes.

 

If you receive a gift not in compliance with these requirements, you must immediately return the gift to the sender. If appropriate, you should send a letter explaining the company’s policy or your business line’s policies.

 

( Reference: Gifts, Entertainment and Other Expenses to Commercial Clients, Suppliers or

Vendors Policy and Anti-Corruption Policy )

 

Outside employment and business dealings

 

Certain types of outside employment or business dealings may cause a conflict of interest or the appearance of a conflict. It’s your responsibility to recognize these situations. Any activity that diminishes your ability to perform your job duties objectively, benefits you at the expense of BNY Mellon, competes with any business or service provided by the company, or has the potential to damage our reputation will not be permitted.

 

Certain types of outside employment or business dealings may not be accepted while employed by BNY Mellon, including:

 

• Employment or association with companies or organizations that prepare, audit or certify statements or documents pertinent to the company’s business,

 

• Employment with clients, competitors, vendors or suppliers that you deal with in the normal course of your job duties, and

 

• Any business relationship with a client, prospect, supplier, vendor or agent of the company (other than normal consumer transactions conducted through ordinary retail sources).

 

 

Q & A

 

Q: A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?

 

A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If you’re concerned, you may want to talk with your manager. In addition, you can always contact your compliance Officer or the Ethics Office for guidance.

_________________________________________________________________________________________

 

18

 

 

 

 

 

 

 

 

 

 

Key Principle: Avoiding Conflicts

 

Certain types of outside employment and business dealings require approval from the company before acceptance. You must seek approval via CODE RAP. Depending upon your job duties or other regulatory requirements, your request may be denied or limits may be placed upon your activities. The following positions require approval:

 

• Employment involving the use of a professional license even if that license is not required for you to perform your current duties (e.g., FINRA, real estate, insurance, certified accountant and attorney),

 

• Employment involving providing tax advice or tax return preparation,

 

• Any type of employment in the financial services industry,

 

• Employment that could compete with the company or divert business opportunities in any way,

 

• Any position that is similar in nature to your present job duties and involves a “knowledge transfer” to

the other organization,

 

• Jobs that adversely affect the quality of your work, distract your attention from your job duties or otherwise influence your judgment when acting on behalf of the company,

 

• Employment of any kind that would negatively impact the company’s financial or professional reputation,

and

 

• Serving as an expert witness, industry arbitrator or other similar litigation support that is unrelated to BNY Mellon, as these activities generally take a significant amount of time and have the potential to create conflicts of interest (e.g., taking a position that is contrary to company policies or procedures or otherwise conflicts with the interests of our clients).

 

Even if your outside employment is approved or permissible under the Code, you may not solicit employees, clients, vendors or suppliers, nor may you utilize the company’s name, time, property, supplies or equipment. All approvals granted for outside employment expire after one year. Annual re-approval via CODE RAP is required since facts and circumstances may change.

 

( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )

 

19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outside service as a director, officer, general partner, political appointment or elected position

 

You must obtain prior approval before you serve as a board member, officer or general partner of the following:

 

• All for-profit companies, and

• Non-profit entities, where any of the following circumstances exist:

 

– There is a client, business or financial relationship between the entity and BNY Mellon, including receiving charitable contributions, grants or foundation money.

– The entity is a trade or industry organization (e.g., Financial Industry Regulatory Authority or the Chartered Financial Analyst Institute).

– You receive any type of compensation (e.g., cash, securities, goods, services).

– You have been asked by BNY Mellon to serve the organization.

– The entity is any type of government agency or your position is considered to be a public official (whether elected or appointed).

 

You may not serve until you have full approval from BNY Mellon as required by policy and documented in CODE RAP. If you are compensated, you may be required to surrender the compensation if there is a potential conflict of interest or you’re serving the outside entity on behalf of BNY Mellon. Annual re-approval via CODE RAP is required as facts and circumstances may change, so you may not be given permission to serve every year.

 

Even if the service does not require approval, you must notify BNY Mellon of any anticipated negative publicity, and you must follow these guidelines while you serve:

 

• Never attempt to influence or take part in votes or decisions that may lead to the use of a BNY Mellon product, service or other type of benefit to the company; the entity records must reflect that you abstained from such a vote or discussion.

 

• You must ensure the entity conducts its affairs lawfully, ethically, and in accordance with prudent management and financial practices. If you cannot, then you must resign.

 

( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation;

Restrictions on Accepting Compensation When Serving as a Board Member or Senior Officer

of an Outside Entity )

 

________________________________________________________________

 

Q & A

 

Q: I’ve been asked to sit on the board of a local non-profit group. They use our Wealth Management group to manage their charitable giving program. I don’t have any business dealings with the non-profit group and don’t work in Wealth Management. Do I have to report this?

 

A: Yes. The non-profit entity is a client of BNY Mellon. It does not matter which line of business has the client relationship, or whether or not you have any business dealings with the group. You must submit a CODE RAP form and receive approval before you agree to serve.

________________________________________________________________________________________________________________

 

 

 

20

 

 

 

 

Key Principle: Avoiding Conflicts

 

Ownership of an outside business

If you own a business (either as a sole proprietor or partial owner), you must seek approval for this ownership

via CODE RAP. You’ll be required to provide pertinent details, such as any relationship with BNY Mellon (including employees), any compensation/payment received, time required and potential conflicts of interest (actual or in appearance). Annual re-approval via CODE RAP is required as facts and circumstances may change.

 

( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )

 

 

Fiduciary appointments

 

Fiduciary appointments are those where you act as a trustee, executor, administrator, guardian, assignee, receiver, custodian under a uniform gifts to minors act, investment adviser, or any capacity in which you possess investment discretion on behalf of another or any other similar capacity. In general, you’re strongly discouraged from serving as a fiduciary unless you’re doing so for a family member. All requests to serve as a fiduciary, with the exception of serving for a family member who is not a BNY Mellon client, requires approval through CODE RAP.

 

If there is a client relationship, there may be restrictions or controls placed on your service, or you may be denied the ability to serve in such a fiduciary capacity. In all situations where you’re acting as a fiduciary, you must follow these guidelines:

 

• Do not represent that you’re performing the same professional services that are performed by a bank, or that you have access to such services,

• Do not accept a fee for acting as a co-fiduciary with a bank, unless you receive approval from the board of directors of that bank, and

• Do not permit your appointment to interfere with the time and attention you devote to your BNY Mellon job duties.

 

 

Personal investment decisions

 

Your personal investments, and those of certain family members, could lead to conflicts of interest. Therefore, you’re required to comply with the company’s Personal Securities Trading Policy , including adhering to the restrictions placed on trading in BNY Mellon securities and a strict prohibition against insider trading.

Certain employees will have additional restrictions placed on their personal investments that may include reporting and pre-clearing various types of securities transactions. You must be familiar with the responsibilities that apply to your job and you’ll be expected to follow those rules.

 

In addition, if you have (or anyone who reports to you has) responsibility for a client, supplier or vendor   relationship as part of your job duties, you must be cautious about potential investments in that business or its securities, particularly for privately held or thinly traded public companies and ensure your full compliance with the Personal Securities Trading Policy .

 

( Reference: Personal Securities Trading Policy )

21

 

 

 

 

 

 

 

 

 

 

 

 

 

Dealings with family and close personal friends

 

You should be particularly sensitive to business situations involving family members, household members or close personal friends . In general, a family member or close personal friend should not have any business dealings with you or with anyone who reports to you. This also includes situations where your family members or close personal friends provide an indirect service to a client for whom you have responsibility.

 

You must disclose any such situation to your manager and your Compliance Officer and cooperate with all efforts to resolve such conflicts.

 

( Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’ Household )

________________________________________________________________

Q & A

 

Q: A client of mine is considering hiring my wife as his accountant. I did not make the referral to my client. Is this okay?

 

A: This situation could cause a conflict of interest, and you should contact your manager and your Compliance Officer immediately. If your wife is acting as your client’s accountant, she may be relying upon information BNY Mellon provides on the client’s account. This is a situation that puts you in a potential conflict of interest, so you may be required to resign from the client’s account if he hires your wife.

_________________________________________________________________________________________

 

Q: My son works for a consulting company that BNY Mellon routinely hires for software development. My job does not require that I interact with him and I have no influence or input over the decision to hire the consulting company. Is this okay?

 

A: It doesn’t appear that there are any conflicts of interest with your son working for the consulting company and your job at BNY Mellon. To be certain, discuss this matter with your manager or your Compliance Officer, so that you can be sure there are no conflicts with this situation.

__________________________________________________________________________

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Avoiding Conflicts

 

Corporate opportunities

 

You owe a duty to BNY Mellon to advance its legitimate business interests when the opportunity arises. You and your family members are prohibited from personally benefiting from opportunities discovered through the use of company property or information that you directly or indirectly obtained through your position at BNY Mellon.

 

Your actions must not compete in any way with businesses the company engages in, and you may neither ask for, nor accept, a business opportunity that may belong to BNY Mellon or could appear to belong to it.

 

You may not give legal, tax, investment or other professional advice to clients, prospects, vendors or suppliers of the company, unless this activity is part of your regular job responsibilities. You must also be cautious if clients, prospects, suppliers or other employees seek your guidance or your recommendation of a third party professional who provides these services, such as an attorney, accountant, insurance broker, stock broker, or real estate agent.

 

If you make such a recommendation, you must follow these requirements:

 

• Provide several candidates and ensure you show no favoritism toward any of them

 

• Disclose in writing that the recommendations are in no way sponsored or endorsed by the company

 

• Do not accept any fee (now or in the future), nor may you expect any direct or indirect benefit (e.g., more business from a better relationship) from the recommendation

 

 

All transactions with your clients, suppliers or vendors must be handled strictly on an “arm’s length basis”, meaning that the terms of all transactions must not even suggest the appearance of a personal advantage.

23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

It’s your obligation to Do What’s Right .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Conducting Business

 

Conducting Business

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

 

Fair Competition and Anti-Trust

 

Anti-Corruption and Improper Payments

 

Combating Financial Crime an d Money Laundering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Conducting Business

 

Fair Competition and Anti-Trust

 

BNY Mellon is committed to fair dealing with our clients, suppliers, competitors and employees. The company is also committed to open competition as we believe this benefits our clients, the company and the community at large. We compete vigorously but only in full compliance with the laws and regulations of the numerous jurisdictions in which we do business, and in the spirit of honesty and integrity.

 

All BNY Mellon entities must comply with the various “fair competition” and “fair dealing” laws that exist in many countries and “anti-trust” laws in the U.S. The general purpose of these laws is to protect the markets from anti-competitive activities. Some examples of such anti-competitive activities are those that involve entering into formal or informal agreements, whether written or oral, with competitors regarding:

 

• Fixing prices or terms, or any information that impacts prices or terms,

 

• Allocating markets, sales territories or clients, including sharing marketing plans or strategic documents,

 

• Boycotting or refusing to deal with certain suppliers, vendors or clients (unless required by a law or governing body, such as the Office of Foreign Assets Control), and

 

• Making the use of a product or service from a supplier or vendor conditional upon their use of our services or products.

 

The principles of fair dealing require us to deal fairly with our clients, suppliers, competitors and employees. Unfair advantage may not be taken through:

 

• Manipulation,

 

• Concealment,

 

• Abuse of privileged information,

 

• Misrepresentation of material facts, or

 

• Any other unfair-dealing practices.

________________________________________________________________

 

Q & A

 

Q: A close friend works for a competitor of BNY Mellon. We sometimes talk about the challenges we have in marketing certain products and bounce ideas off one another. Is this a problem?

 

A: Yes. You’re discussing confidential information that belongs to the company. You may also be violating anti-trust or anti-competitive laws. Do not talk about these types of matters with your friend, family members or anyone outside of the company.

_________________________________________________________________________________________

 

24

Key Principle: Conducting Business

 

The competition and anti-trust laws are many and complex, so if you have any question as to whether a particular activity is legal or in compliance with the spirit of these laws, you should contact a member of the Legal department. The following points reinforce the significance and complexity of these laws:

 

• The laws can vary within the same country or organization. For example, several states within the U.S. have fair competition laws, in addition to the federal anti-trust laws. Likewise, within the EU, individual countries may have laws that apply in addition to EU laws,

 

• The laws of certain countries may apply to conduct that takes place outside of that country (e.g., the U.S. and EU),

 

• Violations of these laws typically carry harsh penalties. Most permit significant monetary penalties for both the company and the individual employee, and some permit convicted individuals to be imprisoned,

 

• Meetings at professional gatherings, trade associations or conferences are particularly vulnerable to potential

violations. If you’re involved in any discussion with a competitor that begins to suggest anti-competitive or anti-trust activity, or gives the appearance of this kind of activity, you must inform the competitor that the discussion must cease. If it does not, you must remove yourself from the group. Immediately report the incident to the Legal department to protect both you and the company, and

 

• Many countries’ competition laws have provisions that make it illegal to monopolize or to abuse a dominant

position in a market. You should check with the Legal department if you’re a senior manager of a business and have concern about these issues.

 

Complying with fair competition and anti-trust laws also means that you may not use information or materials that belong to our competitors. This includes using information that a former employee of a competitor may bring with them to BNY Mellon. We succeed in the marketplace based on our own merits and do not engage in corporate “espionage” or unethical means to gain advantage on the competition. You’re expected to comply fully with the letter and the spirit of all fair competition and anti-trust laws.

 

25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anti-Corruption and improper payments

 

Most countries in which we do business have laws that prohibit bribes to governments, their officials and commercial (non-government) clients. The term “officials” can be applied broadly to include officials of political parties, political candidates, employees of governments and employees of government-owned businesses. BNY Mellon employees are subject to the Foreign Corrupt Practices Act and the UK Bribery Act. You must comply with these laws regardless of the line of business in which you work or your country of residence.

 

Any attempt to pay money or anything of value to influence the actions or decisions of such officials, including receiving special treatment for yourself (or your family members) or the company, may be considered a violation of law. Violation of these laws is a serious offense, with significant penalties for both you and the company. You’re required to comply with the following rules:

 

• Do not give anything of value (including gifts) to a U.S. or non-U.S. “official” to obtain or retain business; this includes payments for the purpose of reducing taxes or custom fees,

 

• Do not accept or present anything if it obligates you, or appears to obligate you,

 

• Do not attempt to avoid laws by making payments through third parties: be cautious when selecting or dealing with agents or other third-party providers,

 

• Never make any payment that you do not record on company books and records, or make misleading accounting entries,

 

• Seek guidance when circumstances are unclear or you’re asked to make a payment that makes you uncomfortable, and

 

• Report any observations of others engaging in any behavior that you believe is improper.

 

( Reference: Anti-Corruption Policy )

 

26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Conducting Business

 

Combating financial crime and money laundering

Money laundering is the process by which individuals or entities attempt to conceal unlawful funds or otherwise make the source of the funds appear legitimate. As a member of the financial services community, you have a special obligation to support law enforcement throughout the world to combat various types of financial crime, such as attempts to launder money for criminal activity and finance terrorist operations. You’re expected to comply fully with all anti-money laundering laws and only conduct business with reputable clients involved in legitimate business activities that use funds derived from lawful purposes.

 

It is critical to the health of the company that every employee adheres to the company’s strict “know-your-customer” policies. In addition to our global policies, individual lines of business have detailed policies and procedures that address unique requirements and circumstances. You’re expected to know those procedures and follow them. Ask your manager for guidance. Knowing your customer means following established customer identification protocols for your business line, validating that the individual or entity, and the source of their funds, is legitimate.

 

 

Q & A

 

Q: A longtime client started a new company that purchases medical equipment for a facility in the Middle East. The payments are made via wire transfers from an account of another company she owns in the Cayman Islands. The bank account of the Cayman Island company is located in a European country. Should I be concerned?

 

A: Yes. Transferring funds to or from countries unrelated to the transaction, or transfers that are complex or illogical is a significant red flag. You’re obligated to file an Incident Report no later than 72 hours from the time you identify the activity as suspicious.

_________________________________________________________________________________________

 

Failing to detect suspicious transactions or doing business with any person or entity involved in criminal or terrorist activities puts the company and you at serious risk. Accordingly, the company will not tolerate any circumstance where an individual or business unit circumvents anti-money laundering policies or procedures or fails to report suspicious activity. No amount of revenue and no client relationship are worth the risk of doing business with those involved in criminal or terrorist activity. If you suspect or detect any suspicious activity, you must file an Incident Report as soon as possible, and no later than 72 hours after detection. No manager or executive has the authority to suppress such reports.

 

( References: Global Anti-Money Laundering/Know-Your-Customer Policy; Anti-Money Laundering Training Policy; Policy on Identifying, Investigating, and Reporting Fraud, Money Laundering etc. )

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

It’s your obligation to Do What’s Right .

 

 

 

 

 

 

 

 

 

 

Key Principle: Working with Governments

 

Working with Governments

 

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

 

 

Your Obligations

 

Basic Principles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Working with Governments

 

Your Obligations

 

BNY Mellon conducts business with national and local governments and with government owned entities.

While you must always follow the standard of Doing What’s Right with any client, you should be aware that there are special rules when doing business with a government. Some practices that are acceptable when a private company is your client, such as nominal gifts or entertainment, may cause problems, or in some cases be a violation of law, when working with governments.

 

If you’re involved in any part of the process of providing services to a government entity, you have a special obligation to follow the basic principles in this section of the Code. These principles also apply in circumstances where you may be supervising the work of third parties in support of a government client (e.g., consultants, contractors, temporary workers or suppliers).

 

If you’re a manager or recruiter who has responsibility for hiring decisions, you may have additional, unique requirements. For example, certain jurisdictions, such as the U.S., have laws concerning employment discussions and the hiring of former government officials and their family members or lobbyists. Check with your local Human Resources representative or the Legal department in such circumstances to be sure you’re following requirements of the law.

________________________________________________________________

Q & A

 

Q: I have clients in a country where some businesses have been “nationalized” and are now owned and run by the state. Are the people I deal with in these circumstances considered to be officials of the government?

 

A: You should assume the answer is yes. The laws can be complicated, so contact the Legal department for guidance.

_________________________________________________________________________________________

 

Q: I’m hosting a dinner for a few of the larger clients in my region. One of the clients I was going to invite is the representative for the account we manage for the State of New Jersey. Do I have to notify anyone?

 

A: Yes. You may not proceed until you’ve received approval via CODE RAP from the Anti-Corruption and Government Contracting Unit of Compliance.

 

________________________________________________________________________________________________________________

 

 

28

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Working with Governments

 

Basic principles

 

• Know the restrictions or limitations on presenting and receiving hospitality.

– Do not offer or accept gifts to or from representatives of governments that do not comply with company policies,

– Never accept or offer anything of value meant to induce or influence government employees or officials as this gives the appearance of a bribe, and

– Don’t “tip” government officials or offer “inducement” payments.

– Do not accept or present anything if it obligates you, or appears to obligate you.

 

• Observe a “higher standard of care.”

– Never destroy or steal government property,

– Don’t make false or fictitious statements, or represent that agreements have been met if they haven’t,

– Don’t deviate from contract requirements without prior approval from the government, and

– Never issue invoices or charges that are inaccurate, incorrect or unauthorized.

 

• Cooperate with government investigations and audits.

– Don’t avoid, contravene or otherwise interfere with any government investigation or audit, and

– Don’t destroy or alter any company documents (whether electronic or paper) in anticipation of a request for those documents from the government.

 

It’s important to note that in addition to the basic principles above, if your client is a U.S. federal, state or local government, there are very specific legal requirements and company policies that you must follow. These obligations apply to all businesses that deal with U.S. federal, state or local entities or officials, regardless of the location or the line of business providing the service, even in locations outside the U.S.

 

( References: Doing Business with the Government; Government Contracts; Obtaining Government

Contracts; Delivery of Services to the Government; Gifts, Entertainment and Payments to Governments )

 

29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

It’s your obligation to Do What’s Right .

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Protecting Assets

 

Protecting Assets

 

We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

 

Financial Integrity

 

Additional Standards for Senior Financial Professionals

 

Use of Company Assets

 

Protecting Client and Employee Records and Observing Our Privacy Principles

 

Records Management

 

Use of Computers, Systems and Corporate Information

 

Inside or Proprietary Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Protecting Assets

 

Financial Integrity

 

BNY Mellon is committed to keeping honest, accurate and transparent books and records. You’re expected to follow established accounting and recordkeeping rules, and to measure and report financial performance honestly. Investors count on us to provide accurate information so they can make decisions about our company. All business records must be clear, truthful and accurate, and follow generally accepted accounting principles and laws.

 

You may not have any secret agreement or side arrangements with anyone — a client, another employee or their family member, or a supplier, vendor or agent of the company.

 

The financial condition of the company reflects records and accounting entries supported by virtually every employee. Business books and records also include documents many employees create, such as expense diaries and time sheets.

 

Falsifying any document can impact the financial condition of the company. As a public company, BNY Mellon is required to file reports with government agencies and make certain public statements. Many people and entities use these statements, including:

• Accountants — to calculate taxes and other government fees,

• Investors — to make decisions about buying or selling our securities, and

• Regulatory agencies — to monitor and enforce our compliance with government regulations.

 

You’re expected to maintain accurate and complete records at all times. Financial integrity is fundamental to our success, and falsification or misrepresentation of any company books, records or reports will not be tolerated.

________________________________________________________________

 

Q & A

 

Q: I think a co-worker is submitting reports that indicate she worked overtime that she did not actually work. I don’t want to get anyone in trouble, so what should I do?

 

A: Reporting hours not worked is a form of theft. This is a serious issue and may be a violation of law. You must report your concern to your manager or Human Resources. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

_________________________________________________________________________________________

 

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Key Principle: Protecting Assets

 

Additional Standards for Senior Financial Professionals

 

If you’re responsible for the accuracy of the company’s financial filings with regulators, you have a higher duty to ensure your behavior follows the most stringent standards of personal and professional conduct. This includes the Chief Executive Officer, President, Chief Financial Officer, Company Controller, and such other individuals as determined by the General Counsel. Individuals in this group must adhere to the following additional standards:

 

• Disclose to the General Counsel and Chief Compliance and Ethics Officer any material transaction or relationship that could reasonably be expected to be a conflict of interest,

 

• Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including information in filings and submissions to the U.S. Securities and Exchange Commission and other regulatory bodies,

 

• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be compromised,

 

• Never mislead or improperly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent review of the company’s system of internal controls, financial statements or accounting books and records, and

 

• Promptly report any possible violation of the company’s Code of Conduct to the General Counsel and Chief Compliance and Ethics Officer.

 

Use of Company Assets

 

Company assets include, but are not limited to, company funds, equipment, facilities, supplies, postal and electronic mail, and any type of company-owned information. It also includes your time and the time of those with whom you work — you’re expected to use your time at work responsibly. Company assets are to be used for

legitimate business purposes and not for your personal gain. You’re expected to use good judgment to ensure that assets are not misused or wasted.

 

The company’s name and brand is a vital asset.  To ensure that we maintain the integrity and value of the brand, it is imperative to adhere to the brand guidelines when using the name, logo or any reference to the brand. Details about the brand and brand guidelines are listed at the Brand Center site on MySource.

 

In addition to keeping within brand guidelines to ensure that the name and brand are used appropriately, the following is another important principle to protect these assets. You should not imply, directly or indirectly, any company sponsorship, unless you have prior and proper approval. This includes refraining from using the company’s name to endorse a client, supplier, vendor or any third party without the approval of Corporate Marketing. You may not proceed with any such use of the company’s name or endorsement without first receiving approval through CODE RAP.

 

( Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others )

 

Careless, wasteful, inefficient or inappropriate use of any company assets is irresponsible and inconsistent with our Code of Conduct. Any type of theft, fraud or embezzlement will not be tolerated.

 

 

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Protecting client and employee records and observing our privacy principles

 

The company is responsible for ensuring the privacy, confidentiality and controlled access to all client and employee information. All of our stakeholders expect us to collect, maintain, use, disseminate and dispose of information only as necessary to carry out responsibilities or as authorized by law.

 

Nearly every employee in the company has access to private information, so you’re expected to adhere to the following key principles concerning privacy:

 

• Collection of client and employee information must be controlled. This means that the collection of such information must be permitted under law and only for a legitimate business purpose.

 

• Storage and transport of all forms of collected client and employee information must be controlled and safeguarded. This means that information collected must be maintained in a secured environment, transported by approved vendors and access provided only to those who need to view the information to perform their job duties.

 

• Use of client and employee information must be controlled. If the law or company policy provides that the client or employee be given a right to “opt-out” of certain uses of information, then you must respect that right.

 

• Disposal of client and employee information must be controlled. You should only retain information for the time period necessary to deliver the service or product and in compliance with applicable retention periods. When it’s necessary to dispose of information (regardless of the media on which the information is stored) you must do so in a manner appropriate to the sensitivity of the information.

 

• Any compromise of client or employee information must be reported. If you’re aware of or suspect that client or employee information has been lost, stolen, missing, misplaced or misdirected, or that there’s been unauthorized access to information, you must immediately report the matter through the company’s incident reporting process.

 

Know how to protect records and make sure to follow company policies at all times. The loss of any protected data can be extremely harmful to the company financially and damage our reputation.

 

( Reference: Information Privacy Policy, Corporate Information Protection Policy )

________________________________________________________________

 

Q & A

 

Q: As part of my group’s job duties, we’re able to view the accounts of wealthy clients. I overheard one of my colleagues talking to his brother on the phone about the balance in a client’s account that happens to be a very prominent sports figure. I don’t think this is right, but what should I do?

 

A: You’re correct in being concerned. Your colleague had no right to disclose personal information about a client to anyone who has no legitimate business need for the information. File an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

_________________________________________________________________________________________

 

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Key Principle: Protecting Assets

 

Records management

 

You must follow company and local policies for retention, management and destruction of records. If there’s an investigation, or if litigation is pending or anticipated, certain records may need to be retained beyond established destruction periods. In most cases you’ll be notified of the need to retain documents by the Legal department, if appropriate.

 

Records should be defined in the broadest sense — meaning that they include any information created or received that has been recorded on any medium or captured in reproducible form. Records also include any document that is intentionally retained and managed as final evidence of a business unit’s activities, events or transactions, or for operational, legal, regulatory or historical purposes.

 

The media and formats of records take many forms, including:

 

• Papers, e-mails, instant messages, other electronically maintained documents,

• Microfilms, photographs and reproductions,

• Voice, text and audio tapes,

• Magnetic tapes, floppy and hard disks, optical disks and drawings, and

• Any other media, regardless of physical form or characteristics that have been made or received in the transaction of business activities.

 

( Reference: Records Management Program )

 

Use of computers, systems and corporate information

As an employee, you have access to the company’s computers, systems and corporate information to do your job. This access means you also have the obligation to use these systems responsibly and follow company policies to protect information and systems.

 

Electronic systems include, but are not limited to:

 

• Personal computers (including e-mail and instant messages) and computer networks,

 

• Telephones, cell phones, voice mail, pagers and fax machines, and

 

• Other communications devices, such as PDAs (e.g. Blackberry, iPad, etc.)

 

Never send sensitive or confidential data over the Internet or over phone systems without following established company policies to protect such information.

 

You should have no expectation of privacy when you use these systems. You’re given access only to conduct legitimate company business and you’re expected to use them in a professional and responsible manner. The company reserves the right to intercept, monitor and record your communication on these systems in accordance with the law.

 

You’re expected to protect the security of these systems and follow company policies concerning access and proper use (such as maintaining passwords). In rare cases, where there is a necessary and legitimate business reason, you may disclose your password to another employee who has the right to access the information associated with your password; however, you must file a CODE RAP report immediately and observe all necessary steps to restore the confidentiality of your password.

 

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You’re permitted to use the company’s systems, but only if you follow these rules:

 

• Messages you create should be professional and appropriate for business communication, including those created via e-mail or instant messaging.

 

• Never engage in communication that may be considered offensive, derogatory, obscene, vulgar, harassing or threatening (e.g., inappropriate jokes, sexual comments or images, comments that may offend, including those based upon gender, race, age, religious belief, sexual orientation, gender identity, disability or any other basis defined by law).

 

• Do not distribute copyrighted or licensed materials improperly.

 

• Do not transmit chain letters, advertisements or solicitations (unless they’re specifically authorized by the company).

 

• Never view or download inappropriate materials.

 

The occasional use of company systems for personal purposes is acceptable, but you’re expected to

use good judgment. Keep personal use to a minimum. Personal use of these systems is a privilege, not

a right. Use them wisely and in a manner that would not damage the company’s reputation.

 

( References: Electronic Mail Policy; Corporate Information Protection Policy )

 

 

 

Q & A

 

Q: My co-worker sometimes sends sensitive client data via the Internet to a vendor we use to help solve problems. I’m concerned because I don’t think this information is protected properly. He says it’s okay because the vendor is authorized to receive the data and the problems that need to be resolved are time-sensitive. Should I be worried?

 

A: Yes. This is a serious matter, and you must talk to your manager immediately. Your co-worker could be putting clients and BNY Mellon at great risk. If you don’t raise your concern, you may be as responsible as your co-worker for violating company policies. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

_________________________________________________________________________________________

 

 

 

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Key Principle: Protecting Assets

 

Inside or proprietary information

As an employee, you may have knowledge about the company’s businesses or possess confidential information about the private or business affairs of our existing, prospective or former clients, suppliers, vendors and employees. You should assume all such information is confidential and privileged and hold it in the strictest confidence. Confidential information includes all non-public information that may be of use to competitors, or harmful to the company or its clients, if disclosed.

 

It is never appropriate to use such information for personal gain or pass it on to anyone outside the company who is not expressly authorized to receive such information. Other employees who do not need the information to perform their job duties do not have a right to it. You’re expected to protect all such information and failure to do so will not be tolerated.

 

If you’re uncertain about whether you have inside or proprietary information, you should treat the information as if it were and check with your manager or a representative from the Legal department. The following list contains examples of “inside” or “proprietary” information.

 

Inside information

Inside information is material non-public information relating to any company, including BNY Mellon, whose securities trade in a public market. Information is deemed to be material if a reasonable investor would likely consider it important when deciding to buy or sell securities of the company, or if the information would influence the market price of those securities.

 

 

 

Q & A

 

Q: I discovered that an investor in one of our funds has requested to withdraw a significant amount of money from the fund. I manage a client’s money and he has an investment in the same fund. To protect my client’s interest, I want to pull his money out of the fund because its performance will likely drop. Even though the withdrawal is not yet known by the public, is this okay because I have a fiduciary duty to my client and I’m not benefiting personally by trading on behalf of my client?

 

A: No. You’re in possession of material non-public information and you may not trade the securities of that fund. Your duty to comply with securities laws supersedes any duty you have to your client. You should immediately contact the Legal department to discuss this situation.

_________________________________________________________________________________________

 

 

 

If you’re in possession of material non-public information about BNY Mellon or any other company, you may not trade the securities of that company for yourself or for others, including clients. Nearly all countries and jurisdictions have strict securities laws that make you, the company and any person with whom you share the information, legally responsible for misusing inside information. The company’s Securities Firewalls Policy provides instructions on the proper handling of inside information and the company will not tolerate any violation of this policy. Certain employees have significant restrictions placed on their trading in BNY Mellon securities or the securities of other companies. You must know the restrictions relative to your job and follow company policies and applicable securities laws.

 

 

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Proprietary information

 

Proprietary information includes business plans, client lists (prospective and existing), marketing strategies, any method of doing business, product development plans, pricing plans, analytical models or methods, computer software and related documentation and source codes, databases, inventions, ideas, and works of authorship. Any information, inventions, models, methods, ideas, software works or materials that you create as part of your job responsibilities or on company time, or that you create using information or resources available to you because of your employment by the company, or that relate to the business of the company, belong to the company exclusively and are considered proprietary information.

 

Proprietary information also includes business contracts, invoices, statements of work, requests for investment or proposal, and other similar documents. Any information related to a client, supplier or vendor financial information (including internal assessments of such), or credit ratings or opinions is considered proprietary. You should also assume all information related to client trades, non-public portfolio holdings and research reports are proprietary. Company-produced policies, procedures or other similar work materials are proprietary. The same is true regarding reports or communications issued by internal auditors, external regulators or accountants, consultants or any other third-party agent or examiner.

 

( References: Securities Firewalls, Personal Securities Trading Policy, Ownership and Protection of Intellectual

Property )

 

 

Your obligation to protect inside or proprietary information extends beyond the period of your employment with the company. The information you use during your employment belongs to the company and you may not take or use this information after you leave the company.

 

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Key Principle: Supporting our Communities

 

Supporting our Communities

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way we interact with our communities and the public at large.

 

Political Activities

 

Investor and media relations

 

Charitable contributions and corporate sponsorship

 

Participating in trade associations, conferences and speaking engagements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Principle: Supporting our Communities

 

Political Activities

Personal Political Activity

BNY Mellon encourages you to keep informed of political issues and candidates and to take an active interest in political affairs. However, if you do participate in any political activity, you must follow these rules:

 

• Never act as a representative of the company unless you have written permission from the Chief Executive Officer, the General Counsel, and the Chief Compliance and Ethics Officer of the company.

• Your activities should be on your own time, with your own resources. You may not use company time, equipment, facilities, supplies, clerical support, advertising or any other company resources.

• You may not use company funds for any political activity, and you will not be reimbursed or compensated in any way for a political contribution.

• Your political activities may not affect your objectivity or ability to perform your job duties.

• You may not solicit the participation of employees, clients, suppliers, vendors or any other party with whom the company does business.

• You may be required to pre-clear personal political contributions made by you, and in some cases, your family members.

 

( Reference: Political Contributions Policy )

 

Lobbying

Lobbying is generally defined as any activity that attempts to influence the passage or defeat of legislation. Lobbying activities are broad and may cover certain “grass roots” activities where groups of people, such as company employees, are contacted to encourage them to call public officials for the purpose of influencing legislation. Lobbying is prevalent in the U.S. and is gaining influence within the EU and other locations.

 

If you are engaged in lobbying, there may be disclosure requirements and restrictions on certain activities. If your job duties include any of the following activities, you must contact Marketing & Corporate Affairs or the Legal department for guidance:

 

• Government contract sales or marketing

 

• Efforts to influence legislation or administrative actions, such as accompanying trade associations in meetings with government officials concerning legislation

 

• Meeting with legislators, regulators or their staffs regarding legislation

 

Lobbying does not include situations where a government agency is seeking public comment on proposed regulations.

 

( Reference: Procurement Lobbying )

 

Q & A

Q: An outside attorney with whom I work from time to time on company business cannot attend an exclusive fundraiser for a high-level political candidate. He offered me his ticket. The event is to be held at a very wealthy person’s home in my community and this will be a great way to solicit business. The company is not paying for the ticket and the fundraiser will be on my own time. May I attend?

 

A: Only if you have the written approval of the Chief Executive Officer, the General Counsel and the Chief Compliance and Ethics Officer. Your attendance at this event is indirectly related to your job and may give the appearance that you’re acting as a representative of the company or that the company sponsors the political candidate. It does not matter that BNY Mellon did not purchase the event ticket or that you’re going on your own

time. To the public, your attendance is connected to the company. So you may not go without obtaining proper authorization prior to the event.

________________________________________________________________________________________________________________

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Key Principle: Supporting our Communities

 

Corporate political activities

 

The laws of many countries, including the U.S., set strict limits on political contributions made by corporations. Contributions are defined broadly to include any form of money, purchase of tickets, use of company personnel or facilities, or payment for services. BNY Mellon will make contributions only as permissible by law, such as those through company-approved political action committees.

 

Investor and media relations

 

Investor Relations

 

All contacts with institutional shareholders or securities analysts about the company must be made through the Investor Relations group of the Finance department. You must not hold informal or formal discussions with such individuals or groups, unless you are specifically authorized to do so. Even if you are authorized, you cannot provide special access or treatment to shareholders or analysts. All investors must have equal access to honest and accurate information.

 

Media relations

Corporate Communications must approve all contacts with the media, including speeches, testimonials or other public statements made on behalf of the company or about its business. You may not respond to any request for interviews, comments or information from any television channel, radio station, newspaper, magazine or trade publication, either on or off the record, unless you have express authorization from Corporate Communications.

 

If you are contacted or interviewed about matters unrelated to your job or to the company, you may not identify BNY Mellon as your employer, and you may not make comments about BNY Mellon.

 

( Reference: Inquiries from the Media, Financial Analysts, and Securities Holders; Use of the Company’s

Name in Advertising or Endorsements of Customers and Others )

 

 

Q & A

Q: I have been asked to provide a statement about BNY Mellon’s experience with a vendor’s product that we use. The vendor wants to use my quote on their website or in other marketing materials. Is this okay?

 

A: It depends. Before agreeing to any such arrangement, you should contact Corporate Communications.

BNY Mellon carefully protects its reputation by being highly selective in providing such endorsements. Do not proceed until you have the approval of your manager and Corporate Communications.

_________________________________________________________________________________________

 

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Charitable contributions and corporate sponsorship

 

The company encourages you to take part in charitable, educational, fraternal or other civic affairs, as long as you follow these basic rules:

• Your activities may not interfere or in any way conflict with your job duties or with company business.

• You may not make any gifts or contributions to charities or other entities in the name of, or on behalf of, the company.

• You may not imply the company’s sponsorship for or support of any outside event or organization without the approval of the most senior executive of your line of business.

• You may not use your position for the purpose of soliciting business or contributions for any other entity.

• You must be cautious in the use of company letterhead, facilities or even your business card so that there is no implied or presumed corporate support for non-company business.

 

From time to time the company may agree to sponsor certain charitable events. In these situations, it may be proper to use company letterhead, facilities or other resources (such as employees’ time or company funds).

Ask your manager if you’re unclear whether or not the event in question is considered to be company sponsored.

 

 

( Reference: Use of the Company’s Name in Advertising or Endorsements of

Customers and Others )

 

Participating in trade associations, conferences and speaking engagements

 

You may participate in trade association meetings and conferences. However, you must be mindful that these situations often include contact with competitors. You must follow the rules related to fair competition and anti-trust referenced in this Code and company policies.

 

In addition, meetings where a client, vendor or supplier pays for your attendance should be rare and only occur when it is legally allowed, in compliance with company policy and pre-approval has been obtained via CODE RAP.

 

If you perform public speaking or writing services on behalf of BNY Mellon, any form of compensation, accommodations or gift that you or any of your immediate family members receive must be reported through CODE RAP. Remember, any materials that you may use must not contain any confidential or proprietary information. The materials must be approved by the Legal Department and the appropriate level of management that has the topical subject matter expertise.

 

( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )

 

 

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Additional Help

 

This section contains additional questions and answers about the requirements of our Code.

Remember, ignorance or a lack of understanding is not an excuse for violating the Code. The company has established many resources to help deal with questions you may have regarding compliance with the Code. You’re expected to take advantage of these resources.

 

Q: A friend of mine is running for political office and I would like to help her out with her campaign. Can I do this?

 

A: Yes. Your personal support is your personal business. Just make sure that you do not use company assets, including company time or its name to advance the campaign. In addition, be aware that certain political contributions must be reported and/or pre-cleared.

 

Q: I was leaving the office and a journalist asked me if I could answer a few questions. I told him no and left the car park, but I felt bad about not talking to him. Should I have answered his questions?

 

A: Not at that time. You did the right thing by saying no. You should contact Corporate Communications and tell them of the request. They will determine whether it will be all right for you to talk to the media. If you receive a future request, suggest the journalist contact Corporate Communications directly.

 

Q: I am running for the local school board and I want to use the office copier to make copies of my campaign flyer. Is that okay?

 

A: No. Company property and equipment may not be used for a political purpose without authorization from Marketing & Corporate Affairs. Running for any public office is considered to be a political purpose. Accepting any political appointment or running for office requires approval via CODE RAP.

 

Q: To thank a client of mine, I want to give him tickets to attend a local football match. He mentioned that his company does not permit this type of entertainment, but I know he would love to go to the match. If he doesn’t care about his own company’s policy, can I give him the tickets?

 

A: No. If you know that giving him the tickets will violate his own company’s policy, do not give the gift. Just as we want clients to respect our limits on gifts, we must do the same.

 

Q: One of the vendors we’re considering for an assignment offered to take me to a local golf course to play a round and have dinner. He wants to talk about his company’s proposal so that we can make a more informed decision. We’ll be talking about business, and there won’t be much money spent on a round of golf and a modest dinner. Is this okay?

 

A: No. You’re evaluating vendors to provide a service. It’s always inappropriate to receive or give entertainment when the company is in the middle of a selection process.

 

Q: One of my vendors offered to send me to a conference at no cost to BNY Mellon. Can I accept the invitation?

 

A: No. Accepting a free trip from a vendor is never permissible. If you’re interested in attending the conference, speak to your manager. Most costs associated with your attendance at the conference must be paid by your department. You’ll be required to file a CODE RAP form if your manager agrees it’s appropriate to attend the conference and you’re requesting permission to permit the vendor to pay for part of your conference attendance.

 

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Q: We’re entitled to a large payment from a government client if we certify that we’ve met all service level agreements on time. We’re not sure whether a few very minor items have been completed, but they’re not that important to the service. It’s close to the end of the quarter and we’d like to realize the payment. Is it okay to send the invoice and certify that the agreements have all been met now?

 

A: No. You cannot submit the invoice and certification until you’re certain that all requirements of the agreement have been met. Submission of an incorrect certification could subject the company, and you, to criminal penalties, so it is vitally important that any certification submitted to the government be completely accurate.

Q: A colleague called while on vacation requesting that I check her e-mail to see if she received an item she was expecting. She gave me her logon identification and password, requesting that I call her back with the information. Can I do this?

 

A: No. Passwords and other login credentials must be kept confidential and cannot be used by, or shared with, fellow employees. In rare instances when there is a business need that requires you to share your password, you’re required to file a CODE RAP form immediately afterward.

 

Q: I would like to take a part-time job working for my brother’s recycling business. His business has no relationship with the company and the work I’ll be doing for him is not at all similar to what I do in my job here at the company. Can I do this and do I have to file any forms?

 

A: Yes you may, as long as the time you spend there does not interfere with your job at the company and you don’t use any company equipment or supplies. You don’t need to file a CODE RAP form, since you’re not the sole proprietor or partial owner of the business. However, if you work in certain lines of business (such as a broker dealer), you may need to notify Compliance. Check with your manager or Compliance officer if you’re uncertain.

 

Q: I observed a colleague in our supply area filling up a box full of pens, paper and other items. I asked her what

she was doing, and she told me that her son’s school was short on supplies, so she was trying to help out. She said our company can afford the supplies more than her son’s school and that it was the right thing to do. I am

friendly with my colleague and I don’t want to get her in trouble. What should I do?

 

A: Your colleague is stealing from the company and you must file an Incident Report. The supplies purchased

by our company are to be used for business needs only. Your colleague had no right to take these supplies for

any purpose, even if it seems like a good cause.

 

Remember

All BNY Mellon employees are expected to follow the Code of Conduct, even if they disagree with its contents.

 

If faced with a situation in which you’re unsure of the correct action to take, contact your manager, an Ethics Officer, Compliance Officer, Legal Representative or Human Resources Business Partner for help. There are many resources at your disposal to help you. Don’t hesitate to use them and Do What’s Right !

 

 

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©2012 The Bank of New York Mellon Corporation. All rights reserved.                                                                                                                6/2013

                                                                                                                    

Corporate Policy I-A-045

Revised 10 February 2014

 

Personal Securities Trading Policy

 

 

Summary

Employees or other supervised persons (as defined in the Investment Advisers Act of 1940 – the “Advisers Act”) of the Bank of New York Mellon Corporation and its subsidiaries (the “Company”) are subject to certain laws and/or regulations governing personal securities trading, including the securities laws of various jurisdictions, Rule 204A-1 of the Advisers Act, and Rule 17j-1 of the Investment Company Act of 1940.  In order to ensure that all employees’ personal investments are free from conflicts of interest and are in full compliance with the laws and regulations of all jurisdictions in which the Company does business, the Company has established limitations on personal trading.  This policy describes the requirements and restrictions related to personal securities transactions.

 

Scope

All employees of the Company that are deemed to be controlled by the Company or have otherwise agreed to be bound by its provisions are subject to this policy.  This includes all full-time and part-time, benefited and non-benefited, and exempt and non-exempt employees.  The policy’s applicability to consultants and contract or temporary employees (including interns) will be determined on a case-by-case basis.

 

General Requirements

The following general requirements apply to all employees of the Company.  In addition to the below standards of conduct, employees must also comply with any additional requirements as described in the next section of this policy (See Additional Requirements).

Fiduciary Duty

In some circumstances, the Company and its employees may owe a fiduciary duty to a client.  Among the duties that an employee owes a client when acting as a fiduciary on their behalf is not to engage in personal securities transactions that may be deemed to take inappropriate advantage of his/her position in relation to that client.  You must be mindful of this obligation, use your best efforts to honor it, and report promptly to the Ethics Office and your Compliance Officer any Company employee that fails to meet this obligation.  With respect to the potential conflicts of interest that personal securities trading activity or other actions may engender, please also refer to the Company’s Code of Conduct and the policy on Business Conflicts of Interest (Corporate Policy I-A-035).

 

Protecting Material Nonpublic Information and Compliance with Securities Laws

In carrying out your job responsibilities, you must, at a minimum, comply with all applicable legal requirements and securities laws.  As an employee, you may receive information about the Company, its clients, or other parties that for various reasons must be treated as confidential.  With respect to these parties, you are not permitted to divulge to anyone (except as may be permitted by your business and in accordance with approved procedures) current portfolio positions (different rules will determine what is deemed to be “current”), current or anticipated portfolio transactions, or programs or studies of the Company or any client.  You are expected to comply strictly with measures necessary to preserve the confidentiality of information.  You should refer to the Company’s Code of Conduct for additional guidance .

Securities laws generally prohibit the trading of securities while aware of material nonpublic information regarding the issuer of those securities and/or about the portfolio holdings, transactions or recommendations with respect to fiduciary accounts; this is generically known as “insider trading.”  Any person who passes along material nonpublic information upon which a trade is based (“tipping”) may also be liable.  Employees who possess material nonpublic information about an issuer of securities (whether that issuer is the Company, another company, a client or supplier, any fund or other issuer) may not trade in that issuer’s securities, either for their own accounts or for any account over which they exercise investment discretion.  Refer to the Company’s Securities Firewalls Policy (Corporate Policy I-A-046) for guidance in determining when information is material and/or nonpublic and how to handle such information. 

 

Trading in BNY Mellon Securities

All employees who trade in Company securities should be aware of their responsibilities to the Company and should be sensitive to even the appearance of impropriety.  The following restrictions apply to all transactions in the Company’s publicly traded securities, whether owned directly (i.e. in your name) or indirectly (see indirect ownership in Glossary). 

Short Sales – You are prohibited from engaging in short sales of Company securities.

Short-Term Trading – You are prohibited from purchasing and selling or from selling and purchasing any Company securities within any 60 calendar day period.  In addition to other potential sanctions, you will be required to disgorge any profits on such short-term trades as calculated in accordance with procedures established by the Ethics Office.

Margin Transactions – You are prohibited from purchasing Company securities on margin; however, you may use Company securities to collateralize full-recourse loans for non-securities purposes or for the acquisition of securities other than those issued by the Company.

Option Transactions – You are prohibited from engaging in any derivative transaction involving or having its value based upon any securities issued by the Company (or the values thereof), including the buying and writing of over-the-counter and exchange traded options .

Major Company Events – You are prohibited from transacting in the Company’s securities if you have knowledge of major Company events that have not been publicly announced.  This prohibition expires 24 hours after a public announcement is made.

 

Trading in Non-Company Securities

You must be sensitive to any impropriety in connection with your personal securities transactions in securities of any issuer, including those owned indirectly (see indirect ownership in Glossary).  You should refer to the Company’s Code of Conduct for employee investment restrictions with parties that do business with the Company.  In addition, you are prohibited from front running and scalping.

 

Spread Betting

Taking bets on securities pricing to reflect market movements activities as a mechanism for avoiding the preclearance restrictions on personal securities trading arising under the provisions of this policy is prohibited.  Such transactions themselves constitute transactions in securities for the purposes of the policy and are subject to all of the provisions applicable to other non-exempted transactions.

 

Initial Public Offerings

You are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (IPO) without the prior approval of the Ethics Office or, in some cases, the Investment Ethics Council (IEC).   Approval is only given when the allocation comes through an employee of the issuer, who has a direct family relationship to the BNY Mellon employee.  Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (e.g., FINRA rules in the U.S.).  If you have any questions as to whether a particular offering constitutes an IPO, consult the Ethics Office before submitting an indication of interest to purchase the security.

 

Private Placements

Acquisition – You are prohibited from acquiring any security in a private placement unless you obtain prior written approval from the Ethics Office, your Compliance Officer , and the Operating Committee member who represents your business or department.  In some cases, employees may be required to receive prior written approval from the IEC .  In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement Request Form, which can be found on MySource or may be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

Subsequent Actions – Should you participate in any subsequent consideration of credit for the issuer or of an investment in the issuer for an advised account, you are required to disclose your investment to your Compliance Officer .  The decision to transact in such securities for an advised account will be subject to independent review.

 

Additional Requirements

This policy imposes additional requirements and limitations on employees based on the nature of their job activities; therefore, each employee is assigned a classification.  Classification assignments are the responsibility of business/functional-level compliance and business management, in consultation with the Ethics Office.  The Ethics Office will notify employees of their designation into one or more of the following classifications:

            Access Decision Maker (ADM) Employee*                     Dreyfus/FINRA Employee*

            Investment Employee*                                                                                       Pre-Release Earning Group (PREG) Employee*

            Insider Risk Employee*                                                                                      Fund Officer*

            Fund Service Employee*                                                                                   Non-Classified Employee                     

            Service Employee*

With the exception of Non-Classified Employees, employees in all other classifications are considered to be “Monitored Employees” [denoted by an (*)].  Due to the nature of their job activities and in addition to the General Requirements of this policy, Monitored Employees are also subject to the requirements listed in Appendix A (Requirements for Monitored Employees).  Non-Classified Employees do not have any additional requirements. 

Compliance with this Policy

Generally, as an employee of the Company, you may be held personally liable for any improper or illegal acts committed during the course of your employment; non-compliance with this policy may be deemed to encompass one of these acts.  Accordingly, you must read this policy and comply with the spirit and the strict letter of its provisions.  Failure to comply may result in the imposition of serious sanctions, which may include, but are not limited to, the disgorgement of profits, cancellation of trades, selling of positions, suspension of personal trading privileges, dismissal, and referral to law enforcement or regulatory agencies.

The provisions of the policy have worldwide applicability and cover trading in any part of the world, subject to the provisions of any controlling local law.  To the extent any particular portion of the policy is inconsistent with, or in particular less restrictive than such laws, you should consult the Manager of the Ethics Office .

 

Reporting Violations

To report a known or suspected violation of this policy, immediately contact the Ethics Office or your Compliance Officer .  You may also report known or suspected violations anonymously through BNY Mellon’s Ethics Help Line or Ethics Hot Line.

 

Policy Administration

Various departments, business units, teams, and employees within the Company are responsible for managing, overseeing, and/or providing support for the administration of this policy.  The specific responsibilities and procedural requirements for these various administrators are described in Appendix H.

 

Related Policies

Corporate Policy I-A-010: Code of Conduct

Corporate Policy I-A-035: Business Conflicts of Interest

Corporate Policy I-A-045: Securities Firewall Policy

 

 

Ownership

The Ethics Office owns this policy.  Questions regarding this policy or personal securities trading should be directed to the Securities Trading Policy Help Line by phone at 1-800-963-5191 or by email at securitiestradingpolicyhelp@bnymellon.com.  If calling from outside of the United States or Canada, dial the appropriate international access code and then 1-800-963-5191-2.

 

Appendix

Appendix A: Requirements for Monitored Employees

Appendix B: Requirements for ADM Employees

Appendix C: Requirements for Investment Employees

Appendix D: Requirements for Insider Risk, Fund Service, Service, and Fund Officer Employees

Appendix E: Requirements for PREG Employees

Appendix F: Trade Preclearance Requirements

Appendix G: Summary of Select Policy Requirements by Employee Classification  

Appendix H: Policy Administration – Roles and Responsibilities

Appendix I:  Glossary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Appendix A

 

Requirements for Monitored Employees

 

In addition to the General Requirements as described in this policy, Monitored Employees (i.e., all employees excluding Non-Classified Employees) are also subject to the following requirements:

 

Monitored Personal Trading Activity

In order to ensure compliance with securities laws and to avoid even the appearance of a conflict of interest, the Ethics Office monitors the personal trading activities of Monitored Employees.  Trading is monitored electronically via the Personal Trading Assistant (PTA) System.  The Ethics Office will grant Monitored Employees secure access to the PTA so that they can fulfill their PTA reporting requirements as described below.

 

PTA Reporting

Initial Reporting

Within 10 calendar days of being assigned a classification, you must file an Initial Broker Accounts Report and an Initial Holdings Report in the PTA.  The Initial Broker Accounts Report must contain a listing of all accounts that trade or are capable of trading securities (excluding exempt securities ) and that are owned directly by you or of which you have indirect ownership .  The Initial Holdings Report must contain a listing of all securities (excluding exempt securities ) held in the aforementioned accounts and any securities (excluding exempt securities ) held outside of these accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).  Both the Initial Broker Accounts Report and the Initial Holdings Report must be an accurate recording of security accounts and security holdings within the last 45 calendar days after receiving your employee classification.

Note : Monitored Employees are required to report any directly- or indirectly-owned accounts that have the capability of holding securities (excluding exempt securities ), regardless of what the accounts are currently holding.  For example, if an account contains only exempt securities but has the capability of holding non-exempt securities, the account must be reported .

Annual Reporting

On an annual basis and within 30 calendar days after the end of the year, Monitored Employees are required to file an Annual Holdings Report in the PTA.  The Annual Holdings Report must contain a current listing of securities (excluding exempt securities ) held in all accounts that trade or are capable of trading securities (excluding exempt securities ) and that are owned directly by you or of which you have indirect ownership .  The Annual Holdings Report must also contain a current listing of securities (excluding exempt securities ) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).  The securities information included in the report must be current within 45 calendar days of the date the report is submitted.  Additionally, as part of this annual reporting requirement, Monitored Employees must also certify that they have read, understand, and complied with this policy.

 

Updating PTA

New Accounts

Monitored Employees are responsible for adding to the PTA as soon as possible any new brokerage accounts that are opened after the Initial Broker Accounts Report has been submitted.  This requirement applies to both accounts that are owned directly by you or of which you have indirect ownership .

Gifts and Inheritances

Monitored Employees who give or receive a gift of securities (excluding exempt securities ) or receive an inheritance that includes securities (excluding exempt securities ) must report the activity in the PTA within 10 calendar days.  The report must disclose the name of the person receiving or giving the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable).  A gift of securities must be one where the donor does not receive anything of monetary value in return.

Updating Holdings

You are required to update in the PTA any changes to your securities (excluding exempt securities ) holdings that occur as a result of corporate actions, dividend reinvestments, or similar activity.  These adjustments must be reported as soon as possible, but no less than annually.  Non-U.S.-based Monitored Employees, including Fund Service and Fund Officer Employees, are required to submit to Local Compliance, upon receipt from their broker, trade confirmations or contract notes for trades in non-exempt securities.

 

Approved Broker-Dealers

All U.S.-based Monitored Employees must maintain any directly- or indirectly-owned brokerage accounts at specific broker-dealers that have been approved by the company.  Monitored Employees living outside the U.S. are not subject to this requirement.  U.S.-based Monitored Employees should refer to MySource to obtain the current list of approved broker-dealers.  Any exceptions to this requirement must be approved, in writing, by the Ethics Office.

 

Account Statements and Trade Confirmations

U.S.-based Monitored Employees who receive an exception to the approved broker-dealer requirement or who are in the process of moving their account(s) to an approved broker-dealer must instruct theirnon-approved broker-dealer, trust account manager, or other entity holding their securities to submit duplicate statements and trade confirmations directly to the company.  Non-U.S.-based Monitored Employees are required to submit their trade confirmations/contract notes and account statements to their Local Compliance.  This requirement applies to both directly- and indirectly-owned accounts and includes any account that has the capability of holding securities (excluding exempt securities ) regardless of what the account is currently holding.  For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), Monitored Employees must comply with the company’s request to confirm transactions and holdings.

 

Classification-Specific Requirements

In addition to the General Requirements of the policy and the preceding Requirements for Monitored Employees, ADM, Investment, Insider Risk, Fund Service, Service, Fund Officer, and PREG Employeesmust also adhere to the requirements of their assigned classification(s).  Employees should refer to Appendices B through E for the specific additional requirements of their assigned classification(s).  

 

Summary

Refer to Appendix G for a summary of select policy requirements by employee classification.

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Appendix B

Requirements for ADM Employees

In addition to the General Requirements of this policy and the Requirements for Monitored Employees Appendix A), employees who are classified as ADM Employees are also subject to the following requirements:

Proprietary Funds

Proprietary Funds are non-exempt securities for ADM Employees.  As such, ADM Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company.  A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

  PTA Reporting

Quarterly Reporting

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, ADM Employees are also subject to Quarterly Reporting.  On a quarterly basis and within 30 calendar days after the end of the quarter, ADM Employees are required to file a Quarterly Transactions Report in the PTA.  The Quarterly Transactions Report must contain the following:

A listing of all transactions in securities (excluding exempt securities ) that occurred throughout the most recent calendar quarter;

A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership ;

A current listing of securities (excluding exempt securities ) held in the aforementioned accounts, and;

A current listing of securities (excluding exempt securities ) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).  

All reported information must be current within 45 calendar days of the date the report is submitted.  Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

 

Preclearing Trades in PTA

ADM Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities ).  ADM Employees must preclear trades in Proprietary Funds .  Refer to Appendix F for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the Company’s 401(k) plan.

De Minimis Transactions

ADM Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund ) in the business unit where the ADM Employee has access to information about pending transactions.  In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities.  Note : Some ADM Employees who are also Portfolio Managers may not be eligible for this de minimis exemption.  Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.

Employee preclearance is required prior to executing the transaction.

If the transaction is a 60 day trade, recognized profit disgorgement will be applicable.  (Refer to the next section of this policy for information about profit disgorgement on short-term trades.)

Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month.

Employees must cooperate with the Preclearance Compliance Officer’s request to document market capitalization amounts.

 

The following transaction limit is available for this de minimis exception: The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher.  Note : Currency is listed in USD.  For all other countries, use the local currency’s USD equivalent and/or U.S. share amount.

Proprietary Fund Transactions in the Company’s 401(k) plan

ADM Employees are required in most situations to preclear Proprietary Fund trades.  However, the treatment of Proprietary Fund trades in the company’s 401(k) plan is dependent upon the type of plan.

The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement, but are exempt from the general preclearance requirement.  Accordingly, you do not need to preclear these movements, but must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund.  In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records.  Such movements must be reflected in your holdings reports.

Treated like any other Proprietary Fund account.  This means that the reporting, preclearance, and holding period requirements apply.

Profit Disgorgement on Short-Term Trading

Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged.  For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions.  Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes.  Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement.  The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.

Initial Public Offerings

ADM Employees must obtain approval from the IEC prior to acquiring securities through an allocation by the underwriter of an initial public offering .

Private Placements

Acquisition

ADM Employees must receive approval from the IEC prior to acquiring any security in a private placement .

Approval Considerations

The IEC will generally not approve requests in which any managed fund or account is authorized to invest within the ADM’s fund complex.  The IEC will take into account the specific facts and circumstances of the request prior to reaching a decision on whether to authorize a private placement investment.  These factors include, among other things, whether the opportunity is being offered to an individual by virtue of their position with the company or its affiliates or their relationship to a managed fund or account and whether or not the investment opportunity being offered to the employee could be re-allocated to a client.  ADM Employees must comply with requests for information and/or documentation necessary for the IEC to satisfy itself that no actual or potential conflict, or appearance of a conflict, exists between the proposed private placement purchase and the interests of any managed fund or account.     

Approval to Continue to Hold Existing Investments

Within 90 days of being designated an ADM Employee, employees holding private placement securities must request and receive written authorization from the IEC to continue to hold these securities.

 

Additional Reporting Requirements for ADM Employees

ADM Employees have two additional reporting requirements.  These requirements are described below. Note : It is an ADM Employee’s responsibility to confirm with their Preclearance Compliance Officer whether he or she is required to comply with the below additional reporting requirements.

Special Purpose ADM Quarterly Securities Report

ADM Employees are required to submit quarterly to their Preclearance Compliance Officer the “Special Purpose ADM Quarterly Securities Report.”  A form for completing this report can be obtained from the Preclearance Compliance Officer , on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.  This report must be submitted within 30 calendar days of each quarter’s end and includes information on securities and/or transactions owned directly or indirectly.  The report must contain information on:

Securities owned at any time during the quarter, which were either recommended for a transaction or in a portfolio managed by the ADM Employee during the quarter.

Holdings or transactions in private placements .

Holdings in securities with a market capitalization that was equal to or less than $250 million.  For all other countries, use the local currency’s USD equivalent.

Exemption – ADM Employees do not need to report any security that is defined as an exempt security or is otherwise expressly exempt from preclearance.

Contemporaneous Disclosure

Prior to an ADM Employee making or acting upon a portfolio recommendation (e.g., buy, hold, or sell) in a security directly or indirectly owned, written authorization must be obtained.  The reason for disclosure is to ensure that management can consider whether the portfolio recommendation or transaction is for the purpose of affecting the value of a personal securities holding.  Contemporaneous Disclosure forms can be obtained from the Preclearance Compliance Officer , on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.  Under no circumstances can an ADM Employee provide portfolio recommendations or place trades based on their potential impact to his/her personal securities holdings, nor can he or she refuse to take such action to avoid submitting a Contemporaneous Disclosure.  The ADM Employee’s fiduciary duty to make portfolio recommendations and trades solely in the best interest of the client must always take precedence.

Approval must be obtained from the ADM Employee’s CIO or CEO, or their designee, prior to the first such portfolio recommendation or transaction in a particular security in a calendar month.  Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases/sells in all portfolios do not exceed the maximum number of shares, options , or bonds disclosed on the disclosure form.  If the ADM Employee seeks to effect a transaction or makes a recommendation in a direction opposite of the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.

ADM Employees who are index fund managers and have no investment discretion in replicating an index model or clone portfolio do not need to comply with this disclosure requirement.  This exemption does not apply in the following circumstances:

If the ADM Employee recommends a security that is not in the clone or model portfolio or recommends a model or clone security in a different percentage than the model or clone amounts.

If the ADM Employee recommends individual securities to clients, even if the company shares control of the investment process with other parties.

Certain securities are exempt from the requirement to submit a Contemporaneous Disclosure.  They are:

Exempt securities as defined in the Glossary.

Holdings of debt securities, which do not have a conversion feature and are rated investment grade or better by a nationally recognized statistical rating organization or unrated, but of comparable quality.

Holdings of equity securities of the following:

In the U.S., the top 200 issuers on the Russell list and other companies with a market capitalization of $20 billion or higher.

In the U.K., the top 100 companies on the FTSE All Share Index and other companies with a market capitalization of the £ USD equivalent.

In Japan, the top 100 companies of the TOPIX and other companies with a market capitalization of the ¥USD equivalent.

In Brazil, companies on the IBr-X and other companies with a market capitalization of the R USD equivalent.


 

Restrictions for ADM Employees

7 Day Blackout Period

Prohibition

It is impermissible for an ADM Employee to buy or sell a security (owned directly or indirectly) within 7 calendar days before and 7 calendar days after their investment company or managed account has effected a transaction in that security.  This is known as the “7 Day Blackout Period.”

Disgorgement Required

If an ADM Employee initiates a transaction within the 7 Day Blackout Period, in addition to being subject to sanctions for violating the Policy, profits recognized from the transaction must be disgorged in accordance with guidance provided by the IEC .  The IEC has determined that the following transactions will not be subject to this disgorgement requirement:

In the U.S., the dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher.

In all other countries, the greater of the USD equivalent or 100 shares for companies with a USD equivalent market capitalization.

Exemption

Portfolio Managers who manage broad-based index funds , which replicate exactly, a clone, or model, are exempt from the 7 Day Blackout Period.

Additional Requirements for Micro-Cap ADM (MCADM) Employees ONLY

Transactions and Holdings in Micro-Cap Securities

In recognition of the potential for price volatility in micro-cap securities, the company requires that approvals be obtained prior to a MCADM Employee placing a trade in their direct and indirectly owned accounts.  The market capitalization approval thresholds are listed below. Note : Currency is listed in USD.  For all other countries, use the local currency’s USD equivalent. 

Without the prior written approval of the IEC , MCADM Employees may not trade the securities of companies with a market capitalization of $100 million or less. 

Without the prior written approval of the immediate supervisor and the Chief Investment Officer (CIO), MCADM Employees may not trade the securities of companies with a market capitalization that is more than $100 million but less than or equal to $250 million.

Micro-cap securities acquired involuntarily (e.g., inheritance, gift, spin-off, etc.) are exempt from these above restrictions; however, they must be disclosed in a memo to the Preclearance Compliance Officer within 10 calendar days of the involuntary acquisition.

Requirement for Newly Designated MCADM Employees

Newly designated MCADM Employees must obtain the approval of the CIO or Chief Executive Officer and provide a copy of the approval to the Preclearance Compliance Officer to continue holding micro-cap securities with a market capitalization equal to or less than $250 million.  For all other countries, use the local currency’s USD equivalent.

 

 

 


 

Appendix C

 

Additional Requirements for Investment Employees

 

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as Investment Employees are also subject to the following requirements:

 

Proprietary Funds

Proprietary Funds are non-exempt securities for Investment Employees.  As such, Investment Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company.  A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

 

PTA Reporting

Quarterly Reporting

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Investment Employees are also subject to Quarterly Reporting.  On a quarterly basis and within 30 calendar days after the end of the quarter, Investment Employees are required to file a Quarterly Transactions Report in the PTA.  The Quarterly Transactions Report must contain the following:

A listing of all transactions in securities (excluding exempt securities ) that occurred throughout the most recent calendar quarter;

A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership ;

A current listing of securities (excluding exempt securities ) held in the aforementioned accounts, and;

A current listing of securities (excluding exempt securities ) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).  

All reported information must be current within 45 calendar days of the date the report is submitted.  Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

 

Preclearing Trades in PTA

Investment Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities ).  Investment Employees must preclear trades in Proprietary Funds .  Refer to Appendix F for trade preclearance requirements and see below for details regarding de minimis transactions and P roprietary Fund transactions in the company’s 401(k) plan.

De Minimis Transactions

Investment Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund ) in the business unit where the Investment Employee has access to information about pending transactions.   In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities.

Employee preclearance is required prior to executing the transaction.

If the transaction is a 60 day trade, recognized profit disgorgement will be applicable.

Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month.

Employees must cooperate with the Preclearance Compliance Officer’s request to document market capitalization amounts.

 

The below transaction limits are available for this de minimis exception.  Note : Currency is listed in USD.  For all other countries, use the local currency’s USD equivalent and/or U.S. share amount.

Transactions up to $50,000 for companies having a market capitalization of $20 billion or more.

The dollar value from transacting in 250 shares or $25,000 (whichever value is greater) for companies having a market capitalization between $5 billion and $20 billion.

The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies having a market capitalization between $250 million and $5 billion.

Proprietary Fund Transactions in the Company’s 401(k) plan

Investment Employees are required in most situations to preclear Proprietary Fund trades.  However, the treatment of Proprietary Fund trades in the company’s 401(k) plan is dependent upon the type of plan.

The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement but are exempt from the general preclearance requirement.  Accordingly, you do not need to preclear these movements, but you must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund.  In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records.  Such movements must be reflected in your holdings reports.

Treated like any other Proprietary Fund account.  This means that the reporting, preclearance, and holding period requirements apply.

 

Profit Disgorgement on Short-Term Trading

Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged.  For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions.  Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes.  Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement.  The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Appendix D

 

Requirements for Insider Risk, Fund Service, Service, and Fund Officer Employees

 

Insider Risk Employees

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as Insider Risk Employees are also subject to the following requirements:

Exempt Securities

In addition to the exempt securities as listed in the Glossary, Proprietary Funds , Exchange Traded Funds, and municipal bonds are also considered to be exempt securities for Insider Risk Employees.  In all instances that the term “exempt securities” is used throughout this policy, Insider Risk Employees may also include Proprietary Funds, Exchange Traded Funds, and municipal bonds.

Preclearing Trades in PTA

Insider Risk Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities ).  Insider Risk Employees must preclear Exchange Traded Notes (ETNs).  Refer to Appendix F for trade preclearance requirements.

 

Fund Officer, Fund Service, and Service Employees

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as Fund Officer, Fund Service, and Service Employees are also subject to the following requirement:

Company Oversight

While Fund Officer, Fund Service, and Service Employees are subject to many of the same requirements as the other employee classifications, Fund Officer, Fund Service, and Service Employees are not required to preclear trades, and therefore, are not subject to pre-trade denials of those trades.  However, unlike the other employee classifications, Fund Officer, Fund Service, and Service Employees are subject to a post-trade back-testing analysis that is designed to accumulate and assess employee trading activity that mirrors company or client trades.  Trading activity that mirrors company or client trades may result in a change to the employee’s classification that will require future preclearance approval.

Quarterly Reporting in PTA – For Fund Officer Employees and non-U.S.-based Fund Service Employees Only

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Fund Officer Employees and non-U.S.-based Fund Service Employees are also subject to Quarterly Reporting.  On a quarterly basis and within 30 calendar days after the end of the quarter, these employees are required to file a Quarterly Transactions Report in the PTA.  The Quarterly Transactions Report must contain the following:

A listing of all transactions in securities (excluding exempt securities ) that occurred throughout the most recent calendar quarter;

A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership ;

A current listing of securities (excluding exempt securities ) held in the aforementioned accounts, and;

A current listing of securities (excluding exempt securities ) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).  

All reported information must be current within 45 calendar days of the date the report is submitted.  Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

 


 

Appendix E

 

Requirements for PREG Employees

 

In addition to the General Requirements of this policy and the Requirements for Monitored Employees (Appendix A), employees who are classified as PREG Employees are also subject to the following requirements:

 

Exempt Securities

Excluding company securities, all securities are exempt for PREG Employees.  In all instances that the term “exempt securities” is used throughout this policy, PREG Employees should note that this includes all securities except company securities.  Only company securities are reportable for PREG Employees.

 

Preclearing Trades in PTA

PREG Employees are required to receive preclearance approval in PTA prior to executing trades in company securities only.  Refer to Appendix F for trade preclearance requirements.

 

Trading in Company Securities

General Restrictions

Company 401(k) Plan

Changes in Your Company Stock Holdings – During quarterly blackout periods, PREG Employees are prohibited from making payroll deduction or investment election changes that would impact their future purchases in company stock.  These changes must be made when the blackout period is not in effect.

Company Employee Stock Options – PREG Employees are prohibited from exercising options during the blackout period.

Company Employee Stock Purchase Plan (ESPP) – During quarterly blackout periods, PREG employees are prohibited from enrolling in or making payroll deduction changes in the ESPP.  These changes must be made when the blackout period is not in effect.

Blackout Period Trading Implications – Profit Disgorgement/Loss Recognition – Any trade in BNY Mellon securities made during the 24-Hour Blackout Period must be reversed and any corresponding profit recognized from the reversal is subject to profit disgorgement.  The employee will incur any loss resulting from the reversal of a blackout period trade.  Profit disgorgement will be in accordance with procedures established by senior management.  For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transaction(s).  Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes and the employee will be responsible for any tax costs associated with the transaction(s).


 

Appendix F

 

Trade Preclearance Requirements

 

ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to preclear trades in all securities (excluding exempt securities ) All other employees are not subject to the below trade preclearance requirements.

 

General Preclearance Requirements

In order to trade securities (excluding exempt securities ), ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to submit a preclearance request in the PTA system and receive notice that the preclearance request was approved prior to placing a security trade.  Unless expressly exempt (See exemptions below), all securities transactions are covered by this preclearance requirement.  Although preclearance approval does not obligate an employee to place a trade, preclearance should not be made for transactions the employee does not intend to make.  You may not discuss the response to a preclearance request with anyone (excluding any account co-owners or indirect owners).

 

Execute Trade Within Preclearance Window (Preclearance Expiration)

For ADM and Investment Employees, preclearance authorization will expire at the end of the second business day after it is received.  For Insider Risk and PREG Employees, preclearance authorization will expire at the end of the third business day after it is received.  The day authorization is granted is considered the first business day.  See example below.  Note : Preclearance time stamps in PTA are in Eastern Standard Time (EST). 

Example

An ADM Employee requests and receives trade preclearance approval on Monday at 3 PM EST.  The preclearance authorization is valid until the close of business on Tuesday.  An Insider Risk Employee’s window would be one day longer and would therefore be valid until the close of business on Wednesday. 

Note of Caution

Employees who place “limit”, “stop-loss”, “good-until-cancelled”, or “standing buy/sell” orders are cautioned that transactions receiving preclearance authorization must be executed before the preclearance expires.  At the end of the preclearance authorization period, any unexecuted order must be canceled.  A new preclearance authorization may be requested; however, if the request is denied, the trade order with the broker-dealer must be canceled immediately.

 

Preclearance is not required for the following security transactions:

Exempt securities as defined in the Glossary

Non-financial commodities (e.g., agricultural futures, metals, oil, gas, etc.), currency, and financial futures (excluding stock and narrow-based stock index futures),

Involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared,

Pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer,

Sells effected pursuant to a bona fide tender offer,

Pursuant to an automatic investment plan , including payroll withholding to purchase Proprietary Funds .

           

 

 

 

 

Preclearance Rules for Company Stock in Retirement and Benefit Plans

Changes in Your Company Stock Holdings

Preclearance is not required for changes in your company stock holdings held within the company 401(k) Plan that result from the following:

Changes in your payroll deduction contribution percentage,

Changes in investment elections regarding the future purchase of company stock.

Reallocating Balances in Company 401(k) Plan

The purchase or sell of company stock resulting from a reallocation does not require preclearance but is considered a purchase or sale of company stock for purposes of the short-term trading prohibition.  As a result, a subsequent trade in company stock in the opposite direction of the reallocation occurring within a 60 calendar day period would result in a short-term trading prohibition.  Changes to existing investment allocations in the plan or transactions in company stock occurring outside the plan will not be compared to reallocation transactions in the plan for purposes of the 60 day trading prohibition.  Profits recognized through short-term trading in company stock in the plan will not generally be required to be disgorged; however, the Legal Department will be consulted to determine the proper disposition of short-term trading prohibitions involving Operating Committee members. 

Rebalancing Company 401(k) Plan

The purchase or sell of company stock resulting from rebalancing (i.e., the automatic movement of balances to pre-established investment election allocation percentages) is not subject to preclearance and is not considered a purchase or sale of company stock for purposes of the short-term trading prohibition. 

 

Preclearance approval is required prior to the exercise of stock option grants.

Preclearance is not required for the receipt of a stock option grant or the subsequent vesting of the grant.

 

Preclearance is not required for the following:

The receipt of an award of company restricted stock/units.

The subsequent vesting of the company stock/unit award; however you are required to report these shares upon vesting in the PTA system and preclear subsequent sells.

The sale (through company-approved procedures) of a portion of the company stock received in a restricted stock award at the time of vesting in order to pay for tax withholding.

 

Preclearance is required for the following:

The sale of stock from the ESPP Plan.  Note : The sale of stock from the Company ESPP will be compared to transactions in company securities outside of the Company ESPP to ensure compliance with the short-term (60 day) trading prohibition.  

The sale of stock withdrawn previously from the ESPP.  Like stock sold directly from the ESPP, sales will be compared to transactions in company securities outside of the ESPP to ensure compliance with the short-term (60 day) trading prohibition.

Preclearance is not required for your enrollment in the plan, changes in your contribution to the plan, or shares acquired through the reinvestment of dividends.

 

 

 

 


 

Appendix G

 

Summary of Select Policy Requirements by Employee Classification

Selected Policy Requirements

ADM

Investment Employees

Insider

Fund Service, Service, Fund Officer, and Dreyfus/FINRA Employees

PREG

Non-Classified

Employees

U.S.-based employees – required to use approved broker-dealer

X

X

X

X

X

 

Initial Accounts and Holdings Reports (filed within 10 days of being classified)

X

X

X

X

X

 

Annual Certification (filed within 30 days of year-end)

X

X

X

X

X

 

Quarterly Certification (filed within 30 days of quarter-end)

X

X

 

  Only applies to Fund Officers and non-U.S. based Fund Service Employees

 

 

Preclear trades

X

X

X

 

X (BNYM stock only)

 

Preclearance window (in business days, includes day approval granted)

2 days

2 days

3 days

 

3 days

 

Preclear Proprietary Funds, Exchange Traded Funds (ETFs), municipal bonds, and all other non-exempt securities

X

X

 

 

 

 

Preclear Exchange Traded Notes (ETNs)

X

X

X

 

 

 

Subject to 7+ - day blackout period

X

 

 

 

 

 

Additional approvals required for personal trades in micro-cap securities

X

(MCADMs only)

 

 

 

 

 

Short-term trading (60 days) profit disgorgement on all trades

X

X

 

 

 

 

Short-term trading (60 days) profit disgorgement on BNYM stock

X

X

X

X

X

X

Prohibited from buying  BNYM stock on margin, short selling BNYM, and trading in BNYM derivatives (options)

X

X

X

X

X

X

Initial public offerings are prohibited (refer to Policy waiver requirements)

X

X

X

X

X

X

Private Placements require Ethics Office pre-approval 

X

X

X

X

X

X

Appendix H

 

Policy Administration – Roles and Responsibilities

 

Ethics Office

The Corporate Ethics Office, led by the Chief Compliance and Ethics Officer (CCEO), will:

Develop, interpret and administer the Policy. ( Note : Amendments of the policy will be made, or waivers of its terms will be granted, at the discretion of the Manager of the Ethics Office only and with the concurrence of other officers or directors of the Company, where required (e.g., U.S. mutual fund directors).  Any waiver or exemption will be official only if evidenced in writing.)

Maintain the following records in a readily accessible place, for five years from their creation (unless otherwise noted below):

A copy of each version of the Policy, including amendments, in existence for any period of time;

A record of any violation of the Policy and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

A record of acknowledgement of receipt of the Policy by each person who currently, or at any time in the prior five years, was required to receive a copy pursuant to some law, rule, or regulation;

All holdings or transaction reports made pursuant to the terms of the Policy (only the past two years in a readily accessible place);

A list of names and designations of all employees of the company who would be designated as “supervised persons” of an SEC Registered Investment Advisor;

A record of any decision and supporting reasons for approving the acquisition of securities by personnel subject to the Policy in limited offerings.

Identify all Compliance Officers who are responsible for reviewing employee reports and other records.

Set standards for compliance monitoring and testing of compliance with this Policy.

Maintain electronic systems to support personal trading and ensure system enhancements are properly controlled and tested prior to implementation.

Provide training during major acquisitions, significant system implementations or modifications.

Use their best efforts to assure that requests for preclearance, personal securities transaction reports and reports of securities holdings are treated as “personal and confidential.”  (The company may be required by law to review, retain, and in some circumstances, disclose such documents.  Therefore, such documents will be available for inspection by appropriate regulatory agencies and by other parties within and outside the company as are necessary to evaluate compliance with or sanctions under the Policy or other requirements applicable to the Company.)

Oversee the activities of the IEC

Determine appropriate sanctions for Policy violations and maintain a record of all such sanctions.

Maintain a list (the “Restricted List”) of companies whose securities employees in their line of business or firm are restricted from trading for various reasons.  Such trading restrictions may be appropriate to protect the company and its employees from potential violations, or the appearance of violations, of securities laws.  This list will not be distributed outside of the Compliance Office or Ethics Office and its contents are confidential.

Calculate and collect disgorgements of profits.

Ensure an annual certification of compliance with the Policy is collected.

Where agreed upon with a line of business or sector, oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details, and monitoring to trading to detect violations of Policy.

Oversee approvals of investments in initial public offerings , acquisitions of private investments, and withdrawal requests for affiliated hedge/private equity funds.

Review account documentation to determine if an employee account can be deemed a non-discretionary (managed) account .

 

Function-Level Compliance Unit

Compliance units at the Function level, under the supervision of Business Compliance Directors, will:

Ensure that employees are properly classified under the Policy, including consultants, independent contractors and other temporary employees.

Provide training to employees on the Policy or various systems utilized for compliance.

Report violations of the Policy to the Ethics Office and to the Board of Directors at the appropriate investment subsidiary, if necessary.

Ensure data required to perform compliance monitoring (e.g. Restricted Lists, Portfolio Manager Codes, Designated Approvers) is provided to the Ethics Office.

Oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details and monitoring to trading to detect violations of Policy, unless the Ethics Office is performing those functions for the line of business.

Oversee the timely completion of all required employee reports and certifications.

In consultation with business management, construct and provide a list of securities appropriate for Policy restrictions.

Approve requests for investment that have been delegated by Policy or the Ethics Office to the line of business.

Provide timely updates to the list of Proprietary Funds (those that are advised, subadvised or underwritten by the line of business) to the Ethics Office.

 

Business Management

Management of the company’s business and business partner groups will:

Ensure that managers communicate an employee’s classification under this Policy and that proper training of the Policy requirements has been provided.

In consultation with the function-level compliance unit, construct and provide a list of securities appropriate for Policy restrictions.

Enforce compliance with the Policy.

 

Legal Department

The Legal Department of the company has the following responsibilities:

Provide legal analysis of new and revised legislation of all jurisdictions regarding personal securities trading laws and regulations.

Participate in the review of Policy amendments.

 

Technology Department

The Technology Department of the company has the following responsibilities:

Provide support for internally hosted applications to ensure systems function properly, including various files are properly loaded into the system.

Develop an alert process to detect any failed or non-received files.

Ensure all software updates or hardware installations are adequately tested.

 

Investment Ethics Council (IEC)

The company formed an Investment Ethics Council , which is composed of investment, legal, risk management, compliance and ethics representatives of the company and its affiliates.  The IEC will:

Approve any substantive amendments (along with appropriate concurrence of third parties) to the Policy

Provide interpretive guidance to the Ethics Office when requested

Approve/disapprove actions taken in connection with the personal trading activities of employees subject to the Policy

Oversee the personal trading activities of employees designated as ADM Employees

 

 


 

Appendix I

Glossary

Access Decision Maker (ADM) Employee – An employee designated as such by the Investment Ethics Council .  Generally, employees are considered to be ADM Employees if they are Portfolio Managers or Research Analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts.  Portfolio Managers of broad-based index funds and traders are not typically classified as ADM Employees.

Automatic Investment Plan – A program in which regular periodic purchases (withdrawals) are made automatically to/from investment accounts in accordance with a predetermined schedule and allocation.  Examples include: Dividend Reinvestment Plans (DRIPS), payroll deductions, bank account drafts or deposits, automatic mutual fund investments/withdrawals (PIPS/SWIPS), and asset allocation accounts.

Compliance Officer – Any individual whose primary job duties include responsibility for ensuring that all applicable laws, regulations, policies, procedures, and the Code of Conduct are followed.  For purposes of this policy, the term “Compliance Officer” and “Preclearance Compliance Officer” are used interchangeably.

Direct Family Relationship – For purposes of this policy, an employee’s immediate family as defined by “indirect ownership” in this Glossary.

Dreyfus/FINRA Group Employee – An employee who is subject to regulation resulting from his/her registration with FINRA. 

Employee – An individual employed by BNY Mellon or its more-than-50%-owned direct or indirect subsidiaries.  This includes all full-time and part-time, benefited and non-benefited, and exempt and non-exempt employees in all world-wide locations. 

Exempt Securities – Securities exempt from reporting.  All securities require reporting unless expressly exempt by this policy.  The below securities are exempt for all classifications of employees.  There may be additional exempt securities based on an employee’s classification.  Refer to the applicable Appendix for your classification for any additional security exemptions.

Cash and cash-like securities (e.g., bankers acceptances, bank CDs and time deposits, money market funds , commercial paper, repurchase agreements).

Direct obligations of the sovereign governments of the United States (U.S. employees only), United Kingdom (U.K. employees only) and Japan (Japan employees only).  Obligations of other instrumentalities of the U.S., U.K., and Japanese governments or quasi-government agencies are not exempt.

High-quality, short-term debt instruments having a 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 or which is unrated but of comparable quality.

Securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are not Proprietary Funds or Exchange Traded Funds ( Note : Proprietary Funds and Exchange Traded Funds are considered non-exempt  securities for ADM and Investment Employees only)

Securities in non-company 401(k) plans (e.g., spouse’s plan, previous employer’s plan, etc.).

Securities in 529 plans, provided they are not invested in Proprietary Funds ( Note : Proprietary Funds and Exchange Traded Funds are considered non-exempt  securities for ADM and Investment Employees only)

Fixed annuities.

Variable annuities that are not invested in Proprietary Fund sub-accounts ( Note : Variable annuities that are invested in Proprietary Fund sub-accounts are considered non-exempt securities for ADM and Investment Employees only)

Securities held in approved non-discretionary ( managed) accounts

Stock held in a bona fide employee benefit plan of an organization not affiliated with the Company on behalf of an employee of that organization, who is a member of the Company employee’s immediate family.  For example, if an employee’s spouse works for an organization unrelated to the Company, the employee is not required to report for transactions that his/her spouse makes in the unrelated organization’s company stock so long as they are part of an employee benefit plan.  This exemption does not apply to any plan that allows the employee to buy and sell securities other than those of their employer.  Such situations would subject the account to all requirements of this policy.  

Fund Officer Employee – An employee who is not in the Asset Management or Wealth Management businesses and, in the normal conduct of his/her job responsibilities, serves as an officer of a fund, is not required to preclear trading activity by a fund, and does not attend board meetings.

Fund Service Employee – An employee who is not in the Asset Management or Wealth Management businesses and whose normal job responsibilities involve maintaining the books and records of mutual funds and/or managed accounts.

Front Running – The purchase or sale of securities for your own or the company’s accounts on the basis of your knowledge of the company’s or company’s clients trading positions or plans.

Index Fund – An investment company or managed portfolio (including indexed accounts and model-driven accounts) that contain securities in proportions designed to replicate the performance of an independently maintained, broad-based index or that is based not on investment discretion but on computer models using prescribed objective criteria to replicate such an independently maintained index.

Indirect Ownership – Generally, you are the indirect owner of securities if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship, or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them (a “pecuniary interest”).  Common indirect ownership situations include, but are not limited to:

Securities held by members of your immediate family by blood, marriage, adoption, or otherwise, who share the same household with you.

“Immediate family” includes your spouse, domestic partner, children (including stepchildren, foster children, sons-in-law and daughters-in-law), grandchildren, parents (including step-parents, mothers-in-law and fathers-in-law), grandparents, and siblings (including brothers-in-law, sisters-in-law and stepbrothers and stepsisters).

Partnership interests in a general partnership or a general partner in a limited partnership.  Passive limited partners are not deemed to be owners of partnership securities absent unusual circumstances, such as influence over investment decisions.

Corporate shareholders who have or share investment control over a corporation’s investment portfolio.

Trusts in which the parties to the trust have both a pecuniary interest and investment control.

Derivative securities – You are the indirect owner of any security you have the right to acquire through the exercise or conversion of any option , warrant, convertible security or other derivative security, whether or not presently exercisable.

Securities held in investment clubs

Initial Public Offering (IPO) – The first offering of a company's securities to the public.

Insider Risk Employee – A classification of employees that in the normal conduct of their job responsibilities are likely to receive or be perceived to be aware of or receive material nonpublic information concerning the         company’s clients.  Employees in this classification typically include, but are not limited to, Risk and Legal personnel.  All members of the company’s Operating Committee , who are not otherwise classified as Investment Employees, will be classified as Insider Risk Employees.

Investment Clubs – Organizations whose members make joint decisions on which securities to buy or sell.  The securities are generally held in the name of the investment club.  Prior to participating in an investment club, all employees (excluding Non-Classified Employees) are required to obtain written permission from their Preclearance Compliance Officer .  Employees who receive permission to participate in an investment club are subject to the requirements of this policy.

Investment Company – A company that issues securities that represent an undivided interest in the net assets held by the company.  Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.

Investment Employee – An employee who, in the normal conduct of his/her job responsibilities, has access (or are likely to be perceived to have access) to nonpublic information regarding any advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund , is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public.  This classification typically includes employees in the Asset Management and Wealth Management businesses, including:

Certain employees in fiduciary securities sales and trading, investment management and advisory services, investment research and various trust or fiduciary functions; Employees of a Company business regulated by certain investment company laws.  Examples are:

In the U.S., employees who are “advisory persons” or “access persons” under Rule 17j-1 of the Investment Company Act of 1940 or “access persons” under Rule 204A-1 of the Advisers Act.

In the U.K., employees in companies undertaking specified activities under the Financial Services and Markets Act 2000 (Regulated Activities), Order 2001, and regulated by the Financial Services Authority.

Any member of the company’s Operating Committee who, as part of his/her usual duties, has management responsibility for fiduciary activities or routinely has access to information about advisory clients’ securities transactions.    

Investment Ethics Council (IEC) – Council having oversight responsibility for issues related to personal securities trading and investment activity by ADM Employees.  The members are determined by the Chief Compliance & Ethics Officer.

Manager of the Ethics Office – An individual appointed by the Chief Compliance & Ethics Officer to manage the Ethics Office.

Micro-Cap Access Decision Maker (MCADM) Employee – A subset of ADM Employees who make recommendations or decisions regarding the purchase or sale of any security of an issuer with a small market capitalization.  The market capitalization threshold used when determining if an ADM Employee is considered a MCADM Employee is a market capitalization equal to or less than $250 million (For all other countries, the local currency’s USD equivalent is used.)

Money Market Fund – A mutual fund that invests in short-term debt instruments where its portfolio is valued at amortized cost so as to seek to  maintain a stable net asset value (typically, of $1 per share).

Non-Discretionary (Managed) Account – An account in which the employee has a beneficial interest but no direct or indirect control over the investment decision making process.  It may be exempted from preclearance and reporting procedures only if the Ethics Office is satisfied that the account is truly non-discretionary (i.e., the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades).

Non-Self-Directed Accounts – The portion of the Company 401(k) balance invested in Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, Tier 3 - Actively Managed Funds, and/or BNY Mellon stock.

Operating Committee – The Operating Committee of BNY Mellon.

Option – A security which gives the investor the right, but not the obligation, to buy or sell a specific security at a specified price within a specified time frame.  For purposes of compliance with this policy, an employee who buys/sells an option is deemed to have purchased/sold the underlying security when the option was purchased/sold.  Four combinations are possible as described below:

Call Options

If an employee buys a call option, the employee is considered to have purchased the underlying security on the date the option was purchased.

If an employee sells a call option, the employee is considered to have sold the underlying security on the date the option was sold (for covered call writing, the sale of an out-of-the-money option is not considered for purposes of the 60 day trading prohibition).  Please note that this would not apply to covered calls on BNY Mellon stock as option trades of Company stock are prohibited.

Put Options

If an employee buys a put option, the employee is considered to have sold the underlying security on the date the option was purchased.

If an employee sells a put option, the employee is considered to have bought the underlying security on the date the option was sold.

Preclearance Compliance Officer – A person designated by the Ethics Office and/or the Investment Ethics Council to administer, among other things, employees’ preclearance requests for a specific business (For purposes of this policy, the term “Compliance Officer” and “Preclearance Compliance Officer” are used interchangeably).

Pre-Release Earnings Group (PREG) – The Pre-Release Earnings Group consists of all members of the Company’s Operating Committee and any individual determined by the Company’s Corporate Finance Department to be a member of the group.

Private Placement – An offering of securities that is exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K.  Such offerings are exempt from registration because they do not constitute a public offering.  Private placements can include limited partnerships, certain cooperative investments in real estate, co-mingled investment vehicles such as hedge funds, and investments in privately-held and family owned businesses.  For the purpose of this policy, time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

Proprietary Fund – An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter.  The Proprietary Funds listing can be found on MySource on the Compliance and Ethics homepage or it can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

Scalping – The purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by you or the company.

Security – Any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise.  It includes stocks, bonds, notes, evidences of indebtedness, certificates of participation in any profit-sharing agreement, collateral trust certificates, and certificates of deposit.  It also includes security-based swaps and many types of puts, calls, straddles and options on any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account.  It does not include currencies.  Unless expressly exempt, all securities transactions are covered under the provisions of this policy (See exempt securities ).

Self-Directed Accounts – An account established as part of the company 401(k) plan that offers employees the opportunity to build and manage their own investment portfolio through the purchase and sale of a broad variety of Exchange Traded Funds, Proprietary Funds , and non-Proprietary Funds.

Service Employee – A classification of employees who are not employees in the Asset Management or Wealth Management businesses, but in the normal conduct of their job responsibilities have access to post-trade information, including security transactions and portfolio holdings information.  Employees in this classification may include, but are not limited to, Compliance, Audit, and Technology personnel.

Short Sale – The sale of a security that is not owned by the seller at the time of the trade.

Spread Betting - A type of speculation that involves taking a bet on the price movement of a security.  A spread betting company quotes two prices, the bid and offer price (also, called the spread), and investors bet whether the price of the underlying security will be lower than the bid or higher than the offer.  The investor does not own the underlying security in spread betting, they simply speculate on the price movement of the stock. 

Tender Offer – An offer to purchase some or all shareholders' shares in a corporation.  The price offered is usually at a premium to the market price.

 

 

 

 

II.      CODEOF ETHICS – RULE 17J-1

 

Rule 17j-1 under the 40 Act requiresinvestment advisersto registered investment companies to adopta written code of ethics reasonably designed to prevent Access Persons from engaging in unlawful actions.   In order to comply with Rule 17j-1, Passport has adopted this Code of Ethics (the “Code”).   Unless otherwise noted, all defined terms have the same meaning as in the Compliance Manual and all references to forms, charts, and other attachments should be considered references to the relevant forms and attachments in the Compliance Manual.

 

For the purposes of this Code, all principals and regular employees of Passport Capital, LLC with a Passport Capital email address, all consultants with access to Passport’s shared drive and Immediate Family Members of the foregoing are Access Persons. Temporary employees are also bound by the Code of Ethics.

 

Passport personnel must report any potential portfolio violations of this Code to the CCO or his delegate. The CCO will determine if an actual violation has occurred and, if so, will take such action as is necessary to resolve the violation and will report such violationto the Primary Adviser’s compliance department as may be required by the Sub-Advisory Agreement or applicable laws and regulations.

 

 

 

A .   GENERAL STATEMENT OF PRINCIPLES

 

In recognition of the trustand confidence placed in Passport by RIC Clients,Passport has adopted the following principles to be followed by Access Persons:

 

1.   The interests of RIC Clientsand their shareholders are paramount. You must placeRIC Clients’ interests before your own.

 

2.   You must effect all personalsecurities transactions in a manner that avoids any conflict between your personal interests and the interests of the RIC Clients or their shareholders.

 

3.   You must avoid actions or activities that allow you or your family to benefit from your position with Passport or that bring intoquestion your independence or judgment.

 

4.   You must not disclose material nonpublic information to others or engage in the purchase or sale (or recommend or suggest that any person engage in the purchase or sale) of any security to which such information relates.

 

B.   GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

 

Access Persons may not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any RIC Client:

 

1.   Employ any device, scheme, or artifice to defraud the RIC Client;


 

2.   Make any untrue statement of a material fact to the RIC Client or omit to state a material fact necessary in order to make the statements made to the RIC Client, 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 upon the RIC Client; or

 

4.   Engage in any manipulative practice with respect to the RIC Client.

 

C .   PERSONAL TRADING POLICY

 

Passport Access Persons must adhere to the following sections of the Employee Personal

Trading policy and procedures in the Compliance Manual:  Section 1 Reporting ; Section 2

Overview of Personal Trading ; Section 3 Reportable Securities, Exempted Securities and Pre- Approval Process; Section 4 Limits on Transaction Requests; Holding Period ; Section 5

Temporary Employee Personal Investment Accounts –Pre-Approvals Required; Reporting of

Transactions ; and Section 6 Insider Trading .

 

D .   RECORDKEEPING REQUIREMENTS

 

Passport will maintain the following records in accordance with Rule 17j-1:

 

1.   A copy of the current Code and each Code that was in effect at any time within the past five years must be maintained in an easily accessible place;

 

2.   A record of any violationof the Code, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

 

3.   A copy of each report made by an Access Person pursuant to the Code must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place;

 

4.   A record of all Access Persons,currently or within the past five years, must be maintainedin an easily accessible place;

 

5.   A copy of each report required by this Code must be maintained for at least five years after the end of the fiscal year in which it ismade, the first two years in an easily accessible place; and

 

6.   A record of any decision,and the reasons supporting the decision, to approve the acquisition by Access Persons of an IPO or other limited offering for at least five years after the end of the fiscal year in which the approval is granted.


2.                       EMPLOYEE PERSONAL TRADING AND CODE OF ETHICS

 

 

 

 

 

DE F I N I T I O N S :

 

Access Person:   All principals and regular employees of Passport Capital, LLC with a Passport Capital email address, all consultants with access to Passport’s shared drive and Immediate Family Members of the foregoing are Access Persons. Temporary employees are also bound by the Code of Ethics.

 

Fully Discretionary Account: The term “Fully Discretionary Account” means an account managed or held bya broker-dealer, futures commission merchant, investment Adviser or trustee as to which neither you nor an Immediate Family Member (as defined below): (a) exercises any investment discretion; (b) suggests or receives notice of transactions prior to their execution; and (c) otherwise has any direct or indirect influence or control. In addition, to qualify as a Fully Discretionary Account, the individual broker, registered representative or merchant responsible for that account must not be responsible for nor receive advance notice of any purchase or sale of a Security or Futures Contract on behalf of the Firm. To qualify an account as a Fully Discretionary Account, the Chief Compliance Officer (or his designee) must receive and approve a written notice, that the account meets the foregoing qualifications as a Fully Discretionary Account.

 

Immediate Family Member: This term means any of the following persons who reside in your household or who depend on you forbasic living support: your spouse, a significant other, any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including any adoptive relationships. These persons are considered Access Persons under this policy and procedure.

 

Insider:   Insiders are owners, officers, directors and employees of a company and the company’s attorneys, accountants, consultants, bank lending officers, andthe employees of such organizations.

 

Insider Trading:   Insider trading is buying or selling securities by an “insider” while he or she is in possession of material nonpublic information; or trading by a non-insider while he or she is in possession of material nonpublic information, if the information either was disclosed tothe non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or communicating material nonpublic information toothers in violation of one’s duty to keep such information confidential.

 

Material:   Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, orif public dissemination of it would have a substantial effect on the price of a company’s securities.  Information presumed to be material includes, but is not limited to, dividend changes; earnings estimates; changes in previously released earnings estimates; significant merger or

acquisition proposals or agreements; commencement of or developments in major litigation; liquidation problems;

and extraordinary management developments.

 

 

Non-public:   Information is nonpublic until it has been effectively communicated to themarket place and made available to the general public. Information found in filings with the Securities and Exchange Commission, or appearing in the Dow Jones, Reuters Economic Services, The Wall Street Journal, Bloomberg Financial or other publications of general circulation would be considered public.

 

 

 

1

July 2013


Personal Investment Account: All accounts holding any securities over which Access Persons have any beneficial ownership interest, or control, which typically includes accounts held by Immediate Family Members sharing the same household.

 

Tipping:   Tipping is communicating material, nonpublic information to others or recommending a securities transaction to others while in possession ofmaterial, nonpublic information about the security or the company in question.

 

P O L I C I E S

 

FEDERAL SECURITIES LAWS

 

The personal trading and investment activities of Firm Access Persons are the subject of various federal securities laws, rules and regulations. Rule 204A-1 “Investment Adviser Code of Ethics” under the Advisers Act of 1940, as amended (the “Advisers Act”) requires registered investment advisers to establish, maintain and enforce a written code of ethics and to provide its Code of Ethics to its supervised persons. The rule also requires supervised persons to provide a written acknowledgement of the receipt of the Code of Ethics and tocomply with applicable federal securities laws. The securities laws and regulations that cover the personal trading and investment

activitiesof advisory personnel include:

•          (a)the anti-fraud provisions (Section 206) of the Advisers Act that prohibit any scheme, practice, transaction or a course of business that operates as a fraud or deceit on a client;

•          (b)Form ADV and Rule 204-3 requirements that provide that an adviser disclose its practices and its interests in client transactions, among other things;

•          (c)record keeping requirements (Rule 204-2(a)(12) of the Advisers Act) for the personal trading of advisory representatives,

•          (d)Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) regarding trading by directors, officers and principal shareholder of public companies,

•          (e) Section 10(b) of the Exchange Act and Rule 10b-5 thereunder regarding the use of manipulative and deceptive devices, and adoption of this Code of Ethics which sets forth procedures to addresses personal trading.

 

Firm personnel must comply with all applicable federal securities laws and any violations thereof may result in serious sanctions.  Penalties may include civil injunctions, disgorgement of profits, jail sentences, fines for the person who committed the violation, whether or not the person actually benefited from the violation, fines for the employer or other controlling person of the person who committed the violation, and dismissal from the Firm.

 

ETHICAL AND REPORTING OBLIGATIONS OF FIRM EMPLOYEES

 

Anyemployee with knowledge of or suspicion ofany facts evidencing a violation of state or federal securities laws or of the Firm’s policies and procedures or Code of Ethics is required immediately to report such knowledge or suspicion to the CCO orCOO.

 

DESIGNATION OF ACCESS PERSONS

 

All regular employees of Passport are considered Access Persons of the Firm subject to these policies and procedures.  Consultants and contractors hired by the Firm who have access to Passport’s shared computer drive arealso considered Access Persons. Temporary Employees are not considered Access Persons.


EMPLOYEE PERSONAL TRADING

 

Access Persons are subject to personal investment account trade reporting designed to ensure that no Fundor investors are disadvantaged by the personal investment transactions of Passport or an employee.  As set forth below in additional detail, the policy requires prior approval of certain trades, the delivery of security transaction and holdings data and/or account statements for all Passport Access Persons’ investment accounts to Passport or any other company as hired by Passport to assist in monitoring employee personal trading.  Passport specifically prohibits trading on the basis of inside information andtrading ahead of customer orders (front running) of reportable securities.

 

 

TEMPORARY EMPLOYEE PERSONAL TRADING

 

Temporary Passport employees are subject to personal investment account restrictions designed toensure that no Fund or investors are disadvantaged by the personal investment transactions of a Passport temporary employee. The policy prohibits the buying of any security with the exception ofthe securities listed in Section 3.3 of this policy.  Temporary employees may sell existing positions following pre-approval and reporting guidelines. All employees are specifically prohibited from trading on the basis of inside information and trading ahead of customer orders (front running) of reportable securities.

 

INSIDER TRADING

 

Itis Passport policy that no employee may engage in insider trading, i.e. trade, either personally or on behalf of others, on the basis of material nonpublic information. No employee may communicate material nonpublic information to others. This policy applies to every principal and employee and extends to activities both within and outside of their duties at Passport.

Passport conducts its own research and investment analysis and may rely on information received from other research sources and from securities issuers.  Examples of the types of information that may be found tobe material and non-public under various circumstances are, among other things, information about changes in dividend policies, earnings estimates, changes in previously released earnings estimates, manufacturing problems, executive turnover, significant merger or acquisition proposals, major litigation, liquidity problems, significant new products, services or contracts, or the cancellation of significant orders, products, services or contracts. The foregoing list is intended to be illustrative and is not complete or exhaustive.  Until made public, Access Persons areprecluded from any trading in any account on such information.  Any determination of the material and/or

non-public nature of a given piece of information is made by the CCO orCOO with input from the CIO.

All information relating to Passport’s activities, including investment analyses, investment recommendations, and proposed and actual trades for Passport or its client funds, is proprietary to Passport and must be kept confidential except to the extent disclosure of the information is necessary to accomplish the business of Passport and only to theextent that disclosure does not violate applicable law.  Where such information ismaterial, it should be considered non-public and Access Persons are precluded from trading on theinformation orcommunicating it to others without the approval of the CCO or COO.

CONFLICTS OFINTEREST

Passport employees are required to avoid anyoutside activities, interests or relationships that either directly or indirectly conflict with, orcreate the appearance of the existence of a conflict of interest with their ability to act in thebest interests of the Firm and the Funds. If a conflict of interest or the appearance of a conflict arises between the interests of the Firm or the Funds and the interest of the employee, the interests of the Firm and/or the Funds will prevail. The determination as to the existence or appearance of a conflict is made by the CCO or COO with input from the CIO.

 

OUTSIDE BUSINESS ACTIVITIES


Itis Passport policy that no employee may accept employment or compensation from any other person as a result of any business activity, other than a passive investment, outside the scope of his or her relationship to Passport, unless he or she has provided prompt written notice to the Firm and received authorization from Passport. Exempted from this requirement are private securities transactions for which the representative or associate person has provided written notice to Passport received authorization for and complied with all conditions set, if any.

 

In addition, the following activities are prohibited without the prior written consent of the CCO or COO or the

CIO:

•          Rebating, either directly or indirectly, to any person orentity any part of the compensation received from theFirm as an employee.

•          Accepting, either directly or indirectly, from any person orentity, other than Passport, compensation of anynature as a bonus, commission, fee gratuity or other consideration in connection with any transaction on behalf of Passport or a Fund.

•          Beneficially owning any security or having, either directly or indirectly, anyfinancial interest in any other organization engaged inany securities, financial or related business, except for beneficial ownership of

notmore that 4.9% of the outstanding securities of any business that is publicly owned.

•          Executing transactions in securities for which anyAccess Person holds a position on the board of directors or any other committee of a publicly traded company.

 

CONFIDENTIALITY OFFUND, INVESTOR AND PROPRIETARY INFORMATION OF PASSPORT

 

Employees are required to maintain all information regarding fund investments, investor identity and personal financial information, andFirm proprietary information in the strictest confidence and to follow all privacy procedures set out elsewhere in this manual at all times.

 

REGULATORY INVESTIGATION, DISCIPLINARY ENFORCEMENT, LITIGATION

 

Anyemployee that becomes the subject of a regulatory investigation, disciplinary enforcement action or litigation, or served with a subpoena, or becomes subject to anyjudgment, order or arrest, or is contacted by any regulatory authority must immediately inform the CCO or COO ofsuch.

 

FAVORITISM AND GIFTS

 

On an annual basis, Passport employees may not seek or accept gifts, favors, preferential treatment or valuable consideration of any kind offered with a cumulative or individual value in excess of $100 on anannual basis from broker-dealers or others involved inthe securities industry.  Limited exceptions to this policy may be made with the written approval of the CCO or COO.  All permitted gifts must be reported and logged onto the gift tracking log.

 

REVIEW OF EMPLOYEE CORRESPONDENCE

 

Passport is required to maintain records of all employee correspondence relating to the Funds, Funds’

investments, investor interests and the Firm’s proprietary account transactions.  In addition, Passport is required to monitor employee trading activities and compliance with the Firm’s conflict of interest and insider trading

policies and procedures.  Consequently, it is Passport policy to randomly review and/or archive all employee

communications, including email and other forms of electronic communication for compliance purposes.

 

Employees are advised that they may not communicate with Passport clients regarding any Passport business via anypersonal, non-Passport email account or unapproved instant messaging platform.

 

Passport has adopted an electronic communications archiving system for all email and instant messaging. Electronic communication is subject to review and storage by the CCO, COO or ACO regardless of its nature as


personal or work-related. Employees are advised that they should have no expectation of privacy regarding personal communications that are sent to, or received from, anyPassport device or sent through Passport’s computer servers.

 

P R O C E DURE S

 

1.0 REPORTING

 

1.1 INITIAL AND ANNUAL REPORTING OF SECURITIES ACCOUNTS FOR PERSONAL INVESTMENT ACCOUNTS

 

Upon hire, each regular Passport employee must identify on a New Employee Certification form, and annually thereafter on an Annual Certification form, each Personal Investment Account. All new Personal Investment Accounts opened after the initial certification must be reported promptly after the account is opened.  All reportable securities holdings must be reported within 10 days of hire and the information provided must be current as of 45 days of hire.  Employees must complete the Annual Certification form that contains certifications that employees have read andagree to abide by Passport’s Employee Personal Trading and Code of Ethics policies and procedures.

 

TheCCO, COO or designees of such monitor Access Persons’ personal securities transactions to safeguard against ethical violations (such as violations of Firm policies and procedures including, conflicts of interest and insider trading).  Passport also utilizes an outside service provider, Financial Tracking, LLC (“Financial Tracking”), which collects certain employee transaction information and Personal Investment Account data and uploads certain reportable transactions electronically into its system.  Employees must utilize the Financial Tracking website to submit their requests for pre-approval

of reportable securities transitions.  In the case of a request to make an acquisition of at limited offering, a written approval must be requested by filling out and submitting the attached form “Request for Authorization to Acquire Securities in a Limited Offering”; the CCO, COO or ACO utilizes Financial Tracking to post approvals and denials of requested transactions.  On a regular basis, anACO performs a review of the account data and trade approval status as posted on the website of Financial Tracking.

 

1.2 QUARTERLY REPORTING OF SECURTIES TRANSACTIONS IN PERSONAL INVESTMENT ACCOUNTS

 

Within 30 days after calendar quarter-end, each employee is required to certify all transactions of reportable securities in their Personal Investment Accounts through theFinancial Tracking system.   In the event that an employee had no transactions in reportable securities during a quarter, a certification of“No Transactions” is required tobe made in the Financial Tracking system.  Personal trading will be

suspended for those individuals who do not prepare and submit their quarterly confirmations by the deadline provided.

 

1.3 ANNUAL REPORTING OF SECURITY   HOLDINGS   IN PERSONAL   INVESTMENT ACCOUNTS

 

Within 45 days after calendar year-end, eachPassport employee is required to certify all holdings of reportable securities in their Personal Investment Accounts through the Financial Tracking system.   In the event that an employee had no holdings in reportable securities at year-end, a certification of “No Holdings” is required to be made in theFinancial Tracking system.

 

2.0 OVERVIEW OF PERSONAL TRADING

 

Passport Access Persons and temporary employees should notbenefit from any price movement that may be caused by client transactions or Passport’s recommendations regarding such securities, norshould any client transaction suffer any price movement that results from any Passport or employee transaction. Passport will use reasonable diligence to determine whether the executed transactions of its employees


through investment accounts for which they have beneficial ownership and/or accounts over which the employee has discretionary authority, will adversely affect the interests of Passport or its clients.  Passport imposes the following restrictions upon itself and persons associated with it in connection with the personal purchase or sale of securities.  In general, Passport does not allow futures trading in proprietary

or non-customer accounts. Any violation of this policy may be grounds for discipline or termination.

 

3.0 REPORTABLE SECURITIES, EXEMPTED SECURITIES AND PRE-APPROVAL PROCESS

 

3.1 Reportable Securities Requiring Pre-Approval.   Rule 204A-1(b)(3)(e)(6) and (7) require that Access Persons seek pre-approval for transactions involving any security1 (including, without limitation, any IPO “new issue” as such term is defined by the Financial Industry Regulatory Authority (“FINRA”), limited offering, including any secondary offering, Exchange Traded Funds (“ETFs”) and options of ETFs, except for those securities set forth in Section 3.3. In addition, from time to time trading by Access Persons and temporary employees in additional securities may be restricted asa result of other factors or considerations related to decisions by the Firm with respect to the Funds.

 

3.2 Pre-Approval Process.  All pre-approval requests must be made by entering the requested trade through Financial Tracking; requests will generally be approved or denied within 48 hours, although neither the CCO, COO nor any ACO will be responsible for any failure to respond to such request within such timeframe.  All approved Access Person trades must be executed within two business days after the approval. The CCO, CCO or ACO must have their personal trades approved by another of the compliance team.  Securities that are currently held by any of the Funds or that are being considered for investment by any Fund will not be approved for purchase within anAccess Person’s Personal Investment Account.

 

3.3 Exempted Securities.   The following securities are exempted frompre-approval, transaction confirmation andannual holding confirmation requirements:

•                             Directobligations of the Government of the United States;

•                             Money market instruments (including bankers’ acceptances, bank certificate of deposit,

commercial paper and high quality short-term debt instruments, including repurchase

agreements);

•                             Shares issued by money market funds;

•                             Shares issued by open-end funds (note: ETFs are not exempted); and

•                             Shares issued by unit investment trusts that are invested exclusively in one or more open-

end funds.

 

3.4 Personal Trading Summary. Please see the chart on page 2-12 fora summary of pre-clearance and reporting obligations by security type.

 

4.0 LIMITS ONTRANSACTION REQUESTS; HOLDING   PERIOD

 

 

1

Section 202(a)(18) of the Advisers Act defines reportable securities as 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, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.


Passport principals, regular employees and consultants with access to Passport’s shared drive are, together with their Immediate Family Members, limited to, in the aggregate, 40 requests for transactions per calendar year.  Certain exceptions may be made by the CCO orthe Firm’s Management Committee in limited circumstances.

 

Access Persons are required to hold all reportable securities for a minimum of 60-calendar days.  Certain exceptions made be made by the CCO orthe Firm’s Management Committee in limited circumstances

 

5.0         TEMPORARY EMPLOYEE PERSONAL   INVESTMENT ACCOUNTS --    PRE-APPROVALS REQUIRED; REPORTING OF TRANSACTIONS

 

Temporary Employees are precluded from purchasing any securities except for those specifically set forth in Section 3.3 above.  With respect to individual sell trades, Temporary Employees must obtain prior written approval from the CCO, COO or ACO forall sell orders. All requests to the CCO, COO or ACO forpre-approval of Temporary Employee’s sell order will be approved ordenied within 48 hours of the request, although, neither the CCO, COO or any ACO will be responsible for any failure to respond to such a request within such timeframe.  Approved sell orders must be (i) executed within two business

days after the approval and (ii) reported to Passport (unless such securities are exempted securities listed in Section 3.3 above).  Confirmation ofall executed, pre-approved sell orders must be reported with five business days of the transaction. There are no exceptions to this reporting requirement and anyviolation of this policy may be grounds for discipline or termination.


6.0 INSIDER TRADING

 

6.1 RESPONSE TO POTENTIAL INSIDE INFORMATION

 

Ifan employee believes that he or she may have come into possession of material, nonpublic information, or believes the Firm’s activities may have created material, nonpublic information, the following steps should be taken:

 

Stop all trading in securities of the company that is the subject of the material, nonpublic information, including trading on behalf of the Firm and theFunds, and trading in the employee’s personal accounts. In addition, there should be no trades in securities of the company in question in the accounts of the employee’s acquaintances or family members after the information is identified.

 

Do not discuss or recommend anytransaction in anyof the securities of the company in question to anyone, including clients of the Firm, other employees of the Firm and the employee’s own associates, friends or relatives. This prohibition includes making any comment about the company that could in any way be interpreted as a recommendation.

 

Do not discuss the material, nonpublic information with anyone except as required by these policies and procedures, and especially avoid referring to the information in hallways, elevators, stairways, restaurants, taxis or any other place where the conversation may be overheard.

 

Immediately inform the CCO or COO of all details of the situation, so that appropriate security procedures can be implemented Firm-wide.

 

Direct all requests of third parties such asthe press and analysts for information to theCCO or COO, who may contact the Firm’s legal counsel before determining how to proceed.

 

6.2 RESTRICTED ACCESS TO MATERIAL, NON-PUBLIC INFORMATION

 

TheCCO or COO may employ additional procedures while the Firm is in possession of material, nonpublic information, including, and shall not be limited to:

•                             Procedures for handling documents containing material, nonpublic information, including prohibitions on removing them from the office, limiting copying and distribution within theoffice, keeping them off desk tops and conference tables when notin use, shredding them, and other measures to protect sensitive documents from accidentally being read by anyone without a lawful need to know the information.

•                             Restrictionson physical access to areas of the Firm where material, nonpublic information may be discussed or stored, including locking file cabinets and doors, monitoring of visitors to our offices or other restrictions for non-employees on the premises.

•                             Computer access security measures, such as passwords on files or limited access to terminals through which material, nonpublic information can be obtained. Trading restrictions, including temporary Firm-wide moratoria on trading in the securities to which the material, nonpublic information relates or management review of all Employee trades in certain securities.


6.3 TRADING

 

No trade may be executed if there is any possibility that the basis for the trade involves material, nonpublic information.  If an employee believes the basis for the trade involves information that may be material and nonpublic, orhas questions as to whether the information is material and nonpublic, the trade must be discussed with andapproved by the CCO or COO prior to the trade. The employee should:

•                             Report the desired trade immediately to the CCO or COO.

•                             Notpurchase or sell the securities until authorized by the CCO or COO.

•                             Not communicate, other than tothe CCO or COO, the potential inside information either

to persons inside or outside the Firm.

•                             TheCCO or COO makes the determination as to whether the trade is permissible and will inform the employee whether and when the trade may be executed.

 

7.0        CONFLICTS OF INTEREST AND OUTSIDE BUSINESS ACTIVITIES

 

7.1 CONFLICTS OF INTEREST

 

Passport and its principal and employees are fiduciaries to Firm clients.  If a conflict or the appearance of a conflict, between the interests of the Firm or its clients and the interest of the employee arises, the employee must immediately notify the CCO, COO or CIO who will take the matter under consideration, conduct any necessary investigation into the conflict or potential conflict and make a determination of what steps are to be taken. The interests of the Firm and its clients will prevail over the interests of the employee.  The determination as to theexistence or appearance of a conflict of interest is made by the Firm in its sole discretion.

 

TheCCO, COO will maintain record ofall conflicts and potential conflicts identified, including the ultimate resolution ofthe conflict and the basis therefore.

 

7.2                     OUTSIDE BUSINESS ACTIVITIES

 

Prompt written notice of an outside business activity by a Passport employee is required and must include thefollowing information as set forth on theattached form “Notice of Outside Business Activity and Request for Approval”):

•                             Name, address and telephone number of the outside employer or person orentity paying the compensation;

•                             A description of the nature of the outside business activity;

•                             An exact description of the services to be provided by the employee;

•                             Theamount of compensation to be paid, if any; and

•                             Theanticipated duration of the outside business activity.


8.0 MAINTAINING CONFIDENTIALITY OF PRIVATE AND PROPRIETARY INFORMATION

 

To protect the confidentiality of the Firm’s confidential and proprietary information and the confidentiality of clients’ and potential clients’ records, employees should take the following additional security precautions:

 

Documents containing confidential information may not be taken from the Firm’s offices without the prior consent of the CCO, COO or CIO, and any copies removed fromthe Firm’s offices must be promptly returned.  Photocopies of confidential information may only be made as required, and all copies and originals of such documents must be disposed of in a way that keeps the information confidential.

 

Physical access to anynon-electronic confidential information must be limited by either locking or monitoring access to the offices and storage areas where such information is located.

 

Visitors to the Firm’s office shall be monitored and/or accompanied by an employee.

 

Attimes, the Firm may enter into one or more agreements with third parties, pursuant to which the Firm may provide access to confidential information to those third parties.  If this occurs, the Firm will seek to protect the privacy of confidential information by including in the relevant agreement’s provisions an obligation ofsuch third party to protect the confidential information.

 

9.0         EMPLOYEE COMMUNICATIONS

 

All employee communications with clients and third parties relating to Firm business are subject to review by the CCO, COO ortheir designee and applicable recordkeeping requirements. The Firm is obligated to maintain records of its communications regarding the Funds and investors, including, but not limited to, investment advice and recommendations, communications with investors and prospective investors, records reflecting the Funds’ securities and assets, and records documenting the execution of anytrade. The Firm thus must retain all communications with andrelated to its business and all trading activity.

 

9.1 REVIEW OF CORRESPONDENCE

 

TheCCO, COO or any designee may monitor employee communications for, among other things:

•                             Performance guarantees of any kind;

•                             Insider trading;

•                             Conflicts of interest;

•                             Evidence of money laundering;

•                             Inappropriate language; and

•                             Communications that the CCO or COO deems as inappropriate will be brought to the

attention ofthe employee who prepared or received it.Any violation of this policy will

be grounds for discipline or termination.

 

9.2 RECORD RETENTION

 

All outgoing correspondence subject to retention requirements is maintained atthe direction ofthe CCO or COO fora period of at least 5 years.  All email correspondence subject to applicable regulatory recordkeeping requirements will be maintained electronically by the Firm’s electronic mail system for a period ofat least 5 years.  Email not falling within applicable recordkeeping requirements may be deleted by the CCO or COO subject to a specified email deletion policy that is routinely followed by the CCO or COO.

 

10.0       OBLIGATION TO REPORT VIOLATIONS


IfFirm personnel become aware of any violation(s) or potential violation(s) of any of the provisions of this employee Personal Trading and Code of Ethics, they have an affirmative obligation to report such violation(s) or potential violation(s) promptly to the CCO or COO.  Failure to report any such violation(s) of which Firm personnel are aware in a prompt manner will be considered itself a violation ofthis employee Personal Trading and Code of Ethics and subject to possible sanctions. In the event that a matter implicates the CCO or COO, notice of the violation may be provided to the CIO.  Retaliation against an individual who appropriately reports a violation is prohibited.

 

11.0                   SANCTIONS FOR VIOLATION OF FIRM POLICIES AND PROCEDURES

 

Anyperson who violates any of the Firm’s employee personal trading, insider trading, conflicts of interest or other Code of Ethics policy or procedures will be disciplined by the Firm and subject to anyof the following sanctions, among others not listed:

•                             Warning;

•                             Cancellation of trades;

•                             Disgorgement of profits;

•                             Orders to sell positions, even ata loss;

•                             Fines;

•                             Termination of employment; and

•                             Reporting to regulatory authorities to the extent required by law.

12.0                   MAINTENANCE OF BOOKS AND RECORDS

 

TheAssistant Compliance Officers oversees the Firm’s compliance with applicable recordkeeping requirements. The following records are kept by the Firm for at least 5 years from end of the fiscal year in which they were last used, the first 2 years of which are onsite.

 

12.1                               NOTICES TO EMPLOYEES OF RESTRICTED SECURITIES

 

Email notices to employees of restricted securities, ifany are issued, are maintained by the Firm’s email archival system.

 

12.2                   ACCESS PERSON EMPLOYEE TRADE APPROVALS, TRADE CONFIRMATIONS AND ANNUAL HOLIDINGS CONFIRMATIONS FROM PERSONAL   INVESTMENT ACCOUNTS.

•                   An electronic file is maintained by an ACO for each year.

•                   Principal/employee account statement data is maintained by Financial Tracking and is accessible

by the Firm at all times.  Account information for former employees is kept for at least 5 years

aftertermination/departure and isthen destroyed.


12.3       ANNUAL EMPLOYEE CERTIFICATIONS

•         A chronological file is maintained by an ACO for each year.

•         Superseded Certifications are kept onsite in the office for at least 2 years before being moved to

offsite storage.  Superseded Certifications for former employees are kept for at least 5 years

before being destroyed.

 

12.4       EMPLOYEE COMMUNICATIONS

•         All written communications to investors and prospective investors whether in hard copy, email or instant messaging format;

•         All written communications to the funds’ administrators whether in hard copy, email or instant

messaging format;

•         All written communications with the prime broker or any executing broker whether in hard copy,

email, other electronic or instant messaging format; and

•         All written communications between Firm employees related to Firm business whether in hard

copy, email, other electronic or instant messaging format.

 

12.5       CURRENT   AND HISTORIC VERSIONS OF THE FIRM’S EMPLOYEE PERSONAL TRADING AND CODE OF ETHICS   POLICIES AND PROCEDURES.

•         A chronological file is maintained by an ACO.

•         Superseded versions of the Firm’s policies and procedures are kept onsite in the office for at least

2 years before being moved to offsite storage.

 

12.6                   RECORDS OF VIOLATIONS OF POLICIES AND PROCEDURES

•         Records documenting any violations by the Firm or its employees of applicable law and/or these policies and procedures

•         Records of the Firm’s actions taken in response to such violations

•         These records are kept onsite in the office for at least 2 years before being moved to offsite

storage.  Records are kept for at least 5 years before being destroyed.


PASSPORT CAPITAL

 

PersonalTrading Summary

 

 

Security Type or Strategy

 

Allowed

 

Pre-clearance

Required

Confirmation of Transactions and Holdings

 

Equities and other exchange traded products (e.g., ETFs) including initial public offerings, secondary offerings, private placements, options and derivatives on equities and exchange traded products. Note these are subject to the following parameters regarding the Firm’s involvement:

 

 

 

 

 

Held in a Passport Fund, no proposed activity

N for buys Y for sells of existing positions

 

 

Y

 

 

Y

 

Held in a Passport Fund with current or anticipated activity

 

N

 

 

 

Not currently held in a Passport Fund but activity is anticipated

 

N

 

 

 

Non-money market corporate debt, US Government Agency debt and municipal debt

 

Y

 

N

 

Y

 

Corporate and Mortgage Debt Instruments

 

Y

 

Y

 

Y

 

Currency purchased on an exchange

 

Y

 

N

 

Y

 

Futures and Options on Futures

 

Y

 

Y

 

Y

 

Shares issued by open-end mutual funds including money market funds (Note: ETFs are not included in this category even if structured as an open-end fund)

 

 

 

Y

 

 

 

N

 

 

 

N

 

Direct Obligations of the US Government

 

Y

 

N

 

N

 

Money Market Instruments (bankers’ acceptances, bank certificates of deposit, commercial paper and high quality

short-term debt instruments, including repurchase agreements)

 

 

Y

 

 

N

 

 

N

 

Shares of Unit Investment Trusts that are invested in exclusively in one or more mutual funds

 

Y

 

N

 

N


P A S S P O R T C A P I T A L

ANNUAL CERTIFICATIONS

 

Name:                                                                                                                                                                                                                 

 

C OMPLIANCE P OLICIES AN D P R OCEDURES M ANUA L

 

I have received Passport Capital, LLC (“Passport”) current Compliance Policies and Procedures Manual and acknowledge the following:

 

1.                       I understand the policies and procedures as stated; and

2.                       I agree to abide by all provisions of the policies and procedures.

 

E MPLOYEE P E R SONAL   T RAD ING AND C ODE OF E T H I C S

 

1.                       I have read the Employee Personal Trading and Code of Ethics policy and acknowledge the following:

a)                                   I agree to abide by all provisions of the policy; and

b)                                   I have noted below the names of members of my household who are subject to thepolicy.

2.           I understand that the policy covers the personal trading activities of Passport’s officers, employees and certain contractors aswell as their spouses, significant others, minor children, and certain other members of their households and persons who depend on me for basic living support.    The policy and procedures cover any securities transaction in which any such person may have a direct or indirect beneficial interest.   Persons are deemed to have a beneficial interest in a security if they:   a) have voting or discretionary power with respect to thesecurity or b) have a direct or indirect financial interest in the security.

3.                       The members of my household or related person who fall under the Passport policy are: Name of Related Persons :

 

 

 

 

 

 

 

 

 


4.                          I, or members of my household, have securities accounts at the following firms:

 

 

Broker-Dealer Firm Name

Account Number

Exempted Accounts∗

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.     Each employee must submit an Annual Holdings Report providing information for all securities held in a personal account except that the securities listed below as non-reportable securities do not need to be reported.   The Annual Holdings Report is due by March 31st  ofeach year and the information in the Annual Holdings Report must be current as of a dateno more than 45 days prior to thedate of the Annual Holdings Report is submitted.

 

Non-Reportable Securities

•                                Shares issued by open-end funds (i.e. mutual funds);

•                                US Government Agency debt regardless of maturity;

•                                Municipal debt regardless of maturity;

•                                Futures; and

•                                Interests in variable insurance products or variable annuities.

 

 

 

                                   Initial here to acknowledge that you have certified your annual holdings, as of December 31, 2012, in the

Financial Tracking system.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exempted Accounts will not be logged into Financial Tracking and are limited to (1) 401(k) accounts where only mutual

funds or other non-reportable securities are permitted (i.e., it is not possible to hold company stock or ETFs) or (2) accounts over which the Access Person has given discretion to a third-party manager and has completed the appropriate documentation.


I N SIDER T R AD I N G

 

I have read Passport’s Insider Trading policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated; and

2.                       I agree to abide by all provisions of the policy and procedures.

I understand that under the policy and procedures I am prohibited from purchasing or selling securities on the basis of material nonpublic information.

I further understand that under the policy and procedures I am prohibited from disclosing material nonpublic information.

 

C ONFLICTS O F I NT E R E ST

 

I have read Passport’s Conflicts of Interest policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated and

2.                       I agree to abide by all provisions of the policy and procedures.

I understand that under the policy and procedures I am required to avoid any outside activities, interests orrelationships that either directly or indirectly conflict with, or create the appearance of the existence of a conflict of interest with my ability to act in the best interests of Passport and its clients.

I understand that if a conflict or the appearance of a conflict, between my interests and the interests of the Firm or its clients arises, the interests of the Firm and its clients will prevail.

I agree that the determination as to the existence or appearance of a conflict of interest will be made by the Firm in their sole discretion.

 

O U T SIDE B U SINESS A C T I V I T I E S

 

I have read Passport Capital’s Outside Business Activities policy and acknowledge the following:

1.Iagree to abide by all provisions of the policy: and

2.Ihave noted on the Notice of Outside Business Activity and Request for Approval all of my outside business activities.

Thispolicy precludes me from accepting employment or compensation from any other person as a result of any business activity, other than a passive investment, outside the scope of my relationship to the Firm, unless I have provided prior notice to the Firm and received authorization from senior management.

 

R E GULATORY I NV E S T IGATION , C R IMINAL C HARGES , D ISCIPLINARY E V E N T S , L I T I G A T I O N

 

I understand that every Passport employee that becomes the subject of a regulatory investigation, disciplinary enforcement action or litigation, or served with a subpoena, or becomes subject to any judgment, order or arrest, or is contacted by any regulatory authority must immediately inform the CCO or COO of such.

 

C L IENT   P R IVACY

 

I have read Passport Capital’s Client Privacy policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated; and

2.                       I agree to abide by all provisions of the policy and procedures.

 

C O N F I D E N T I A L I T Y

 

I agree that all Passport business or employee-related information I acquire during the course of my employment is proprietary to  Passport or   confidential to   the   employee to   whom it   relates and   I   agree to   keep all   such information confidential both for the duration of my employment with Passport and thereafter.

 

P OLITICAL C O N T R I B U T I O N S


I hereby certify that I, and the members of my household, have not made any Political Contributions as defined in Passport’s

Political Contributions policy without the express prior written approval of the CCO.

 

A C KNOWLEDGEMENT OF A L L C E R T I F I C A T I O N S :

 

By signing below, I certify that the information contained herein is accurate and complete and is made in compliance with the

Codeof Ethics of Passport Capital, LLC.

 

 


Signed:                                                                                                                   Employee Signature

 

Name:                                                                                                                         PrintedName

 

Received and Reviewed by

 

 

Signed:                                                                                                                   Compliance Signature


Dated:                                                                      

 

 

 

 

 

 

 

 

 

Dated:                                                                      


P A S S P O R T C A P I T A L

 

NEW EMPLOYEE CERTIFICATIONS

 

Name:                                                                                                                                                                                                                 

 

C OMPLIANCE P OLICIES AN D P R OCEDURES M ANUA L

 

I have received Passport Capital, LLC (“Passport”) current Compliance Policies and Procedures Manual and acknowledge the following:

 

1.                       I understand the policies and procedures as stated; and

2.                       I agree to abide by all provisions of the policies and procedures.

 

E MPLOYEE P E R SONAL   T RAD ING AND C ODE OF E T H I C S

 

1.                       I have read the Employee Personal Trading and Code of Ethics policy and acknowledge the following:

a)                                   I agree to abide by all provisions of the policy; and

b)                                   I have noted below the names of members of my household who are subject to thepolicy.

2.           I understand that the policy covers the personal trading activities of Passport’s officers, employees and certain contractors aswell as their spouses, significant others, minor children, and certain other members of their households and persons who depend on me for basic living support.    The policy and procedures cover any securities transaction in which such person may have a direct or indirect beneficial interest.    Persons are deemed to have a beneficial interest in a security if they:   a) have voting or discretionary power with respect to the security or b) have a direct or indirect financial interest in the security.

3.                       The members of my household or related person who fall under the Passport policy are: Name of Related Persons :

 

 

 

 

 

 

 

 

 


4.                          I, or members of my household, have securities accounts at the following firms:

 

 

Broker-Dealer Firm Name

Account Number

Exempted Accounts∗

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.     Each employee must submit an Annual Holdings Report providing information for all securities held in a personal account except that the securities listed below as non-reportable securities do not need to be reported.   The Annual Holdings Report is due by March 31st  ofeach year and the information in the Annual Holdings Report must be current as of a dateno more than 45 days prior to thedate of the Annual Holdings Report is submitted.

 

Non-Reportable Securities

•                                Shares issued by open-end funds (i.e. mutual funds);

•                                US Government Agency debt regardless of maturity;

•                                Municipal debt regardless of maturity; and

•                                Interests in variable insurance products or variable annuities.

 

 

 

                                   Initial here to acknowledge that you have certified your initial holdings, as of your start date, in the

Financial Tracking system.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exempted Accounts will not be logged into Financial Tracking and are limited to 1) 401(k) accounts where only mutual

funds or other non-reportable securities are permitted (i.e., it is not possible to hold company stock or ETFs) or 2) accounts over which the Access Person has given discretion to a third-party manager and has completed the appropriate documentation.


I N SIDER T R AD I N G

 

I have read Passport’s Insider Trading policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated; and

2.                       I agree to abide by all provisions of the policy and procedures.

I understand that under the policy and procedures I am prohibited from purchasing or selling securities on the basis of material nonpublic information.

I further understand that under the policy and procedures I am prohibited from disclosing material nonpublic information.

 

C ONFLICTS O F I NT E R E ST

 

I have read Passport’s Conflicts of Interest policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated and

2.                       I agree to abide by all provisions of the policy and procedures.

I understand that under the policy and procedures I am required to avoid any outside activities, interests orrelationships that either directly or indirectly conflict with, or create the appearance of the existence of a conflict of interest with my ability to act in the best interests of Passport and its clients.

I understand that if a conflict or the appearance of a conflict, between my interests and the interests of the Firm or its clients arises, the interests of the Firm and its clients will prevail.

I agree that the determination as to the existence or appearance of a conflict of interest will be made by the Firm in their sole discretion.

 

O U T SIDE B U SINESS A C T I V I T I E S

 

I have read Passport Capital’s Outside Business Activities policy and acknowledge the following:

1. I agree to abide by all provisions of the policy: and

2. I have noted on the Notice of Outside Business Activity and Request for Approval all of my outside business activities.

Thispolicy precludes me from accepting employment or compensation from any other person as a result of any business activity, other than a passive investment, outside the scope of my relationship to the Firm, unless I have provided prior notice to the Firm and received authorization from senior management.

 

R E GULATORY I NV E S T IGATION , C R IMINAL C HARGES , D ISCIPLINARY E V E N T S , L I T I G A T I O N

 

I understand that every Passport employee that becomes the subject of a regulatory investigation, disciplinary enforcement action or litigation, or served with a subpoena, or becomes subject to any judgment, order or arrest, or is contacted by any regulatory authority must immediately inform the CCO or COO of such.

 

C L IENT   P R IVACY

 

I have read Passport Capital’s Client Privacy policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated; and

2.                       I agree to abide by all provisions of the policy and procedures

 

C O N F I D E N T I A L I T Y

 

I agree that all Passport business or employee-related information I acquire during the course of my employment is proprietary to  Passport or   confidential to   the   employee to   whom it   relates and   I   agree to   keep all   such information confidential both for the duration of my employment with Passport and thereafter.

 

P OLITICAL C O N T R I B U T I O N S


I hereby certify that I, and the members of my household, have not made any Political Contributions as defined in Passport’s

Political Contributions policy without the express prior written approval of the CCO.

 

A C KNOWLEDGEMENT OF A L L C E R T I F I C A T I O N S :

 

By signing below, I certify that the information contained herein is accurate and complete and is made in compliance with the

Codeof Ethics of Passport Capital, LLC.

 

 


Signed:                                                                                                                   Employee Signature

 

Name:                                                                                                                         PrintedName

 

Received and Reviewed by

 

 

Signed:                                                                                                                  Compliance Signature


Dated:                                                                      

 

 

 

 

 

 

 

 

 

Dated:                                                                      


P A S S P O R T C A P I T A L

 

NEW TEMPORARY EMPLOYEE CERTIFICATIONS

 

Name:                                                                                                                                                                                                                 

 

C OMPLIANCE P OLICIES AN D P R OCEDURES M ANUA L

 

I have received Passport Capital, LLC (“Passport”) current Compliance Policies and Procedures Manual and acknowledge the following:

 

1.                       I understand the policies and procedures as stated; and

2.                       I agree to abide by all provisions of the policies and procedures.

 

E MPLOYEE P E R SONAL   T RAD ING AND C ODE OF E T H I C S

 

1.                       I have read the Employee Personal Trading and Code of Ethics policy and acknowledge the following:

a)                                   I agree that I, and members of my immediate household, will not buy securities while I am an employee of Passport Capital.

b)                                   I agree that I will receive prior-approval to selling any security (except Exempted Securities) and that I

will provide Passport with a transaction confirmation of all securities sold.

c)                                   I have noted below the names of members of my household who are subject to thepolicy.

2.                       I understand that this policy covers the personal trading activities my spouse, significant other, minor children, and certain other members of my household and persons who depend on me for basic living support.

3.                       The members of my household or related person who fall under the Passport policy are:

 

Name of Related Persons :

 

 

 

 

 

 

 

 

 

Non-Reportable Securities

•                              Shares issued by open-end funds (i.e. mutual funds);

•                              US Government Agency debt regardless of maturity;

•                              Municipal debt regardless of maturity; and

•                              Interests in variable insurance products or variable annuities.


I N SIDER T R AD I N G

I have read Passport Capital’s Insider Trading policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated; and

2.                       I agree to abide by all provisions of the policy and procedures.

I understand that under the policy and procedures I am prohibited from purchasing or selling securities on the basis of material nonpublic information.

I further understand that under the policy and procedures I am prohibited from disclosing material nonpublic information.

 

C ONFLICTS O F I NT E R E ST

 

I have read Passport’s Conflicts of Interest policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated and

2.                       I agree to abide by all provisions of the policy and procedures.

I understand that under the policy and procedures I am required to avoid any outside activities, interests orrelationships that either directly or indirectly conflict with, or create the appearance of the existence of a conflict of interest with my ability to act in the best interests of the Firm and its clients.

I understand that if a conflict or the appearance of a conflict, between my interests and the interests of the Firm or its clients arises, the interests of the Firm and its clients will prevail.

I agree that the determination as to the existence or appearance of a conflict of interest will be made by the Firm in their sole discretion.

 

O U T SIDE B U SINESS A C T I V I T I E S

 

I have read Passport’s Outside Business Activities policy and acknowledge the following:

1. I agree to abide by all provisions of the policy: and

2.Ihave noted on the Notice of Outside Business Activity and Request for Approval all of my outside business activities.

Thispolicy precludes me from accepting employment or compensation from any other person as a result of any business activity, other than a passive investment, outside the scope of my relationship to the Firm, unless I have provided prior notice to the Firm and received authorization from senior management.

 

R E GULATORY I NV E S T IGATION , C R IMINAL C HARGES , D ISCIPLINARY E V E N T S , L I T I G A T I O N

 

I understand that every Passport employee that becomes the subject of a regulatory investigation, disciplinary enforcement action or litigation, or served with a subpoena, or becomes subject to any judgment, order or arrest, or is contacted by any regulatory authority must immediately inform the CCO or COO of such.

 

C L IENT   P R IVACY

 

I have read Passport Capital’s Client Privacy policy and procedures and acknowledge the following:

1.                       I understand the policy and procedures as stated; and

2.                       I agree to abide by all provisions of the policy and procedures


C O N F I D E N T I A L I T Y

 

Iagree that all Passport business or employee-related information I acquire during the course of my employment is proprietary to the Firm or confidential to   the employee to  whom it relates and I agree to keep all such information confidential both for the duration of my employment with Passport Capital and thereafter.

 

P OLITICAL C O N T R I B U T I O N S

 

I hereby certify that I, and the members of my household, have not made any Political Contributions as defined in Passport’s

Political Contributions policy without the express prior written approval of the CCO.

 

A C KNOWLEDGEMENT OF A L L C E R T I F I C A T I O N S :

 

By signing below, I certify that the information contained herein is accurate and complete and is made in compliance with

Passport’s Compliance Manual.

 

 

 


Signed:                                                                                                                   Employee Signature

 

Name:                                                                                                                         PrintedName

 

Received and Reviewed by

 

 

Signed:                                                                                                                   Compliance Signature


Dated:                                                                      

 

 

 

 

 

 

 

 

 

Dated:                                                                      


PASSPORT CAPITAL

 

NOTICE   OF OUTSIDE BUSINESS ACTIVITY   AND REQUEST   FOR APPROVAL

 

TO:                      William Alberti Chief Compliance Officer or Joanne Cormican, Chief Operating Officer

FROM:                                                                                                                                      DATE:                               

 

RE:                            Notice of Outside Business Activity and Request for Approval

 

 

Thismemorandum serves as notice that I intend to participate in the following business activity outside the scope of my relationship with Passport Capital, LLC:

Name of Business:                                                                                                                                                                                       

 

Addressof Business:                                                                                                                                                                                    

 

 

Nature of Business:                                                                                                                                                             Compensation:                                                                                                                                                                     Contact Person at Business:                                                                                                                                                 Telephone for Contact:                                                                                                                                                      

Services I Will Provideto the Business:                                                                                                                           

 

 

Anticipated Duration of My Services:                                                                                                                               

 

Should the nature or duration of my services change, I will inform Passport Capital, LLC immediately. By signing below, I certify that the information contained herein is accurate and complete and is made in compliance with the Code of Ethics of Passport Capital, LLC.

 

 

Signature of Employee

 

 

To be completed by the CCO or COO:

0      Approved

0      Disapproved

0      Approved with Conditions

 

Conditions:                                                                                                                                                                                               

 

 

 

 

Chief Compliance Officer:                                                                                                              

Signature

Date                                                                                                                                               

 


P A S S P O RT CAPITAL

 

REQUEST   FORAUTHORIZATION TO ACQUIRE   SECURITIES INA LIMITED OFFERING

 

TO:                      William Alberti, Chief Compliance Office or Joanne Cormican, Chief Operating Officer

 

FROM:                                                                                                                                      DATE:                               

RE:                            Request for Authorization to Acquire Securities in a Limited Offering

 

 

 

Thisdocument is being presented consistent with the obligation outlined in Passport Capital’s Compliance Manual to obtain written approval acquire securities in a limited offering. The details of my request are as follows:

Name of Security:                                                                                                                                                                                        

 

Number of Shares:                                                                                                                                                                                       

 

Approximate Value:                                                                                                                                                                                   

 

Proposed date of Transaction:                                                                                                                                                                        

 

AccountNumber and Broker/Dealer:                                                                                                                                                                

 

AccountName:                                                                                                                                                                                            

 

 

Signature of Employee

 

 

To be completed by the CCO or COO:

 

0      Approved

0      Disapproved

0      Approved with Conditions

 

 

 

Conditions:                                                                                                                                                                                               

 

 

 

 

 

 

 

 

 

Authorization:                                                                                                                                      

Signature

Date                                                                                                                                               

 

 

 

 

 

 

 

 

Canyon Capital Advisors LLC,

Canyon Capital Realty Advisors LLC,

ICE Canyon LLC, River Canyon Fund Management LLC, and Canyon Capital Advisors (Europe) Limited

 

 

 

 

 

 

Code of Ethics

 

 

 

 

 

 

Policy on Personal Securities Transactions

and Insider Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Last amended October 8, 2013


Table of Contents

Section

 

Code of Ethics

1.

 

Standards of Business Conduct

1.1

 

Prohibition Against Intentional Spreading of False Rumors

1.2

 

Conducting Business in Foreign Countries

1.3

 

Safeguarding of Proprietary and Non-Public Information

Use of Social Media

1.4

1.5

 

 

 

 

Personal Securities Transactions

2

 

Policies and Procedures Regarding Personal Securities Transactions

2.1

 

Personal Securities Transactions Reporting Requirements

2.2

 

Summary of Reporting Requirements

2.3

 

Confidentiality of Personal Securities Transaction Information

2.4

 

Communication with the Boards of Directors of Reportable Funds

2.5

 

 

 

 

Policy on Insider Information

3

 

Insider Transactions

3.1

 

Identifying Inside Information

3.2

 

Limiting the Use of Insider Information and using information barriers (Chinese Walls)

3.3

 

Miscellaneous Control Procedures

3.4

 

Use of Non-Public Information Regarding a Client

3.5

 

 

 

 

Gifts, Conferences, Directorships, Regulatory Requirements, and Political Contributions and Activities

4

 

Gifts

4.1

 

Business Entertainment

Gifts and Entertainment Given to Union Officials

4.2

4.3

 

Outside Business Activities

4.4

 

Political Activities Using Firm Name or Resources

4.5

 

Regulatory Requirements

4.6

 

 

 

 

enforcement of the code

5.

 

Reporting Requirements

5.1

 

Duties and Responsibilities of the Chief Compliance Officer and Compliance Representative

5.2

 

Code Violations

5.3

 

Reports to Senior Management

5.4

 

Recordkeeping Requirements

5.5

 

Effective Date of the Code

5.6

 

 

 

Appendix A

 

 


1.    Code of Ethics

 

This Code of Ethics shall apply to all employees within the Canyon group of companies, which includes Canyon Capital Advisors LLC (“CCA”), Canyon Capital Realty Advisors LLC (“CCRA”), ICE Canyon LLC (“ICE”), River Canyon Fund Management LLC (“River Canyon”), and Canyon Capital Advisors (Europe) Limited (“CCA EU”).  CCA, CCRA, ICE, and River Canyon are investment advisers registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and have adopted this Code of Ethics and Policy on Personal Securities Transactions and Insider Information (the “Code”) to meet the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act of 1940 (the “IC Act”).  CCA EU is registered with the Financial Conduct Authority (“FCA”).  The employees and officers (referred to collectively as “Employees”) of Canyon Partners, LLC (“Canyon Partners”), CCA, CCRA, ICE, River Canyon, and CCA EU, (collectively referred to as “Canyon”) are subject to this Code.

 

As a fiduciary, Canyon is committed to maintaining the highest ethical standards in all business activities, including the management of separate accounts, private investment funds managed by Canyon, and any Registered Investment Companies which are advised or subadvised by Canyon (“Reportable Funds”) (collectively referred to as “Clients”).  The Code reflects Canyon’s view on dishonesty, self-dealing, conflicts of interest and trading on material, non-public information, none of which will be tolerated.  Each Employee is required to read the Code annually and to certify that he or she has complied with its provisions and with the reporting requirements.  Acknowledgement of and compliance with the Code are conditions of employment.

 

Any person who has any question regarding the applicability of the Code or the related prohibitions, restrictions and procedures or the propriety of any action, is urged to contact Canyon’s Compliance Department.  Canyon’s Trading Compliance Officer will assist in monitoring the personal securities trading of Employees and resolving any issues that may arise.  For a list of Employees currently holding the positions noted above see Appendix A.    

 

CCA EU has adopted policies and procedures to comply with the requirements of the FCA and MAS, respectively.  The employees of CCA EU shall comply with the strictest standard whether imposed by this Code of Ethics or the policies and procedures adopted by their respective firm. (In most cases the standards imposed by the Code of Ethics are stricter.)

 

1.1    Standards of Business Conduct

 

As fiduciaries, Canyon and its Employees owe Canyon’s Clients a duty of loyalty and care, which requires that Employees act for the best interests of Canyonand its Clients and always place Canyonand its Clients’ interests first and foremost.  Enumerated below are some examples of these duties.

 

Employees must avoid actions or activities that allow (or appear to allow) them or their family members to improperly profit or benefit from their relationships with Canyon or its Clients, or that bring into question their independence or judgment.

Employees must report any violations of this Code promptly to the Compliance Department or Trading Compliance Officer.

Employees must always observe the highest standards of business conduct and act in accordance with all applicable laws and regulations, including federal securities laws.

Employees cannot, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any Client:

employ any device, scheme or artifice to defraud any Client;

make to a Client any untrue statement of a material fact or omit to state to a Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

engage in any act, practice or course of business that would operate as a fraud or deceit upon any Client; or

engage in any manipulative practice with respect to any Client.

Employees cannot engage in any inappropriate trading practices.

Employees cannot cause or attempt to cause any Client to purchase, sell, or hold any security in a manner calculated to create any personal benefit to an Employee.

 

1.2.   Intentional Spreading of False Rumors

 

Intentionally creating, passing or using false rumors or misleading information with the intent to manipulate securities prices or markets is prohibited by Canyon and by the law.   Such conduct is contradictory to the Company’s stated Code of Conduct as well as the Company’s expectations regarding appropriate behavior of its supervised persons.  The circulation of false rumors or sensational information that might reasonably be expected to affect market conditions for one or more securities, a sector or market, or unjustly affect any person or entity, is prohibited.

 

Should you hear a rumor or other communication you know to be false, do not pass such information to others.   Notwithstanding the forgoing, please note: the differentiation between a false rumor and someone’s investment opinion is a very grey area.  To be clear, Canyon’s (and the regulators’) concern is with the intentional spreading of false rumors and information and is not in any way intended to prevent the free flow of information, including investment ideas and opinions regarding specific companies, securities, and industries, among market professionals.

 

1.3.   Conducting Business in Foreign Countries

 

            In addition to the general standards noted above, from time to time, Employees may pursue business opportunities or other activities in foreign countries.  Whenever conducting activities on behalf of Canyon outside the Unites States, all personnel are expected to comply with all applicable national and local laws and regulations of the countries in which they are operating (unless prohibited by U.S. law).  Any apparent conflict between the requirements of U.S. and foreign law should be promptly brought to the attention of the Compliance Department.

            Employees should take note of the fact that in some countries certain laws prohibiting particular conduct are not enforced in practice; however, this does not excuse non-compliance.  Personnel with any question as to whether certain activities are prohibited should contact the Compliance Department before engaging in any questionable conduct. 

 

            All personnel must also comply with U.S. laws and regulations applicable to the conduct of business outside of the United States.  One such law is the Foreign Corrupt Practices Act.  In general, the U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits companies from making, offering or authorizing the making or offering of, corrupt payments to foreign officials for the purpose of obtaining, retaining or directing business or otherwise securing an improper advantage (such as favorable regulatory action).  To this end, Canyon has adopted specific policies and procedures dealing with the FCPA.  Those policies and procedures are available on DataWare.  Employees should always consult the Compliance Department before making or offering any payment (or anything of value including, but not limited to, gifts, charitable contributions or covering the cost of travel related expenses) to a foreign official.

 

1.4.   Safeguarding of Proprietary and Non-public Information

 

Proprietary information includes non-public information, analyses and plans that are created or obtained by Canyon for its business purposes, other than that which constitutes confidential information entrusted to Canyon or its personnel by an external source.   (Confidential information received by an external source is discussed in Section 3).  In order to safeguard proprietary and non-public information, Employees should:  (i) use proprietary or non-public information only for the specific business purposes for which the information was given, created or obtained; (ii) avoid discussions of proprietary or non-public information in the presence of others who do not have a need to know such information (including other Employees), and exercise extreme caution when discussing proprietary or non-public information in hallways, elevators, trains, subways, airplanes, restaurants, social gatherings or other public places; (iii) keep Clients’ and Investors’ identities confidential; (iv) keep proprietary and non-public information in locked file cabinets located in a secure area and use pass-codes to protect computer files; (v) exercise care to avoid placing documents containing proprietary or non-public information in areas where they may be read by unauthorized persons, and store such documents in secure locations when they are not in use; and (vi) avoid using speakerphones in circumstances where proprietary or non-public information may be overheard, and be aware that mobile telephones must be used with great care because their transmissions may be picked up by others.  For the avoidance of doubt, Employees may be permitted to share general investment information with outside firms provided (1) there is a legitimate business reason for sharing such information (2) the sharing of any such information would not disadvantage or prejudice any Canyon client, and (3) the communication(s) would not otherwise violate the safeguards noted above or any other restrictions regarding the sharing of such information.  Please note that disclosure of portfolio holdings of any Reportable Fund is subject to specific restrictions and limitations as outlined in the Disclosure of Portfolio Holdings Policy as set forth in the registration statement of each Reportable Fund.  For example, an Employee may only discuss or disclose a trade in process for a RIC with counterparties, potential counterparties and others involved in the transaction (i.e., brokers and custodians). 

 

Canyon sub-leases office space, which will result in individuals, other than Employees, having access to various common areas such as hallways, kitchens, elevators, etc.  As a result, Employees must be especially vigilant in following the procedures outlined above.  To the extent feasible, Canyon will strive to erect physical barriers between Employees in possession of proprietary and non-public information and other Employees of Canyon, its affiliates, and those with whom it shares office space.   Canyon has adopted specific policies and procedures regarding the sharing of office space. 

 

1.5 Use of Social Media

 

Employees may access certain websites that permit blogging or the posting of electronic information for work related reasons. However, any information posted on an electronic forum will be publicly available and, based on the content, may be considered an advertisement or investment advice/recommendation. To avoid any regulatory issues, Employees are prohibited from posting the following types of information on blogs or other electronic forums:

 

Information about Canyon’s Clients and Investors including, but not limited to, identifying an individual or institution as being a Client or Investor or posting any non-public information about a Client or Investor;

 

Proprietary information about Canyon’s investment strategies, holdings, and decisions; and

 

Performance or other proprietary marketing related information about any Canyon Client, fund or account.

 

For purposes of the preceding policies, “Electronic Forum” includes information that is available to the general public, as well as information that is only available to “friends,” personal contacts, members, subscribers, or other groups of individuals.

 

Further, please be aware that persons outside Canyon may publish material non-public information on blogs or other electronic forums.  Any Employee who believes he or she may have reviewed non-public information on an electronic forum should contact a member of the Compliance or Legal department immediately to discuss.


 

2.    Personal Securities Transactions

 

The personal transactions and investment activities of Employees of investment advisory firms, and certain of their family members 1 (referred to collectively as “Personal Securities Transactions”), are the subject of various federal securities laws, rules and regulations.  The rules and regulations regarding Personal Securities Transactions define Employees with access to certain information as “Access Persons.”  Canyon has decided to deem all Employees “Access Persons” and, as a result, all Employees must engage in all personal securities transactions in a manner that avoids a conflict (actual or apparent) between their personal interests and those of Canyon and its Clients.  When Employees invest for their own accounts, conflicts of interest may arise between Canyon , Clients’ and the Employee’s interests.  The conflicts may include (without limitation) :

 

Taking an investment opportunity from a Client for an Employee’s own portfolio,

Using an Employee’s advisory position to take advantage of available investments,

Front running, for example, by an Employee trading for Employee’s own account before making a similar trade for a Client account, and

Taking advantage of information or using Client portfolio assets to affect the market to the Employee’s benefit.

 

2.1    Policies and Procedures Regarding Personal Securities Transactions

 

To assure compliance with the securities laws and to avoid potential conflicts of interest (actual or apparent) with its Clients, Canyon has established the following procedures included in the Code with respect to all Employees.  The procedures outlined below must be strictly adhered to by all Employees.

 

Location of Accounts; Reporting Requirements

 

            Employees and Related Persons (as such term is defined in Sub-Section E. below) may not maintain any form of trading or investment account at any broker, dealer, bank or investment adviser unless: (i) the Chief Compliance Officer has approved of the account in writing ; (ii) all account positions are disclosed to Canyon ; and (iii) trading in the account is subject to the rules and reporting requirements discussed in this Code.  Unless excepted in writing, all accounts subject to the Code must be maintained at a broker-dealer approved by the Compliance Department.  In addition, unless excepted in writing, all transactions in accounts subject to the Code must be effected through a broker-dealer approved by the Compliance Department.  Upon commencement of employment, an Employee must arrange for transfer of any securities and related cash accounts to an approved broker-dealer within 30 days of the date of employment (unless excepted in writing).  Where an exception is granted, Employees must still follow all applicable provisions of this Code regarding Personal Securities Transactions including providing Canyon with the name of the broker-dealer firm with which they have their personal accounts and requesting that the broker-dealer send to Canyon, to the attention of the Compliance Department, duplicates of all confirmations and monthly account statements related to the foregoing accounts and transactions.  Exceptions to the above requirements will only be granted in unusual circumstances. 

 

            Employees are required to report promptly to the Compliance Department any changes in status or location of any account in which they have a beneficial interest as defined below.

 

General Restrictions

 

            The following restrictions and guidelines apply to Employee Personal Securities Transactions:

 

Employees and their Related Persons are prohibited from purchasing or selling any form of investment or trading assets (an “Investment Asset”) on the basis of material confidential information, proprietary information, and/or material, non-public information, which is discussed further in Section 3.

 

No transactions may be made by an Employee or their Related Persons in an Investment Asset on the Restricted List, unless approved by a Managing Partner.  For more information on the Restricted List please see Section 3.3 of the Code.

 

All trades done for personal accounts of Employees and their Related Persons require advance approval either in writing or electronically from the Compliance Department and/or Trading Compliance Officer.  Approvals will only be valid on the day the trade was approved.  If an approved trade is not effected on that day, the trade will need to be re-approved.

 

Once a decision has been made to trade in a security on behalf of a Client, Employees and their Related Persons are prohibited from effecting any transaction in such security during the period which begins one business day before and ends two business days after any Client has traded in that security   (referred to as the “Black-Out Period”).  For example, an employee will be permitted to trade on the third business day after the transaction, typically on the same day the Client trade settles).  This restriction does not apply to a security that is excepted from this Code or to broad based market indices.

 

Employees and their Related Persons are prohibited from investing in any Investment Asset for less than 30 calendar days (please see Policy against Short-Term Trading; 30-Day Holding Period in Section G below).

 

Absent specific approval, Employees and their Related Persons are prohibited from engaging in speculative trading as opposed to investment activity.

 

Employees and their Related Persons are generally prohibited from writing naked puts and/or calls, except with respect to broad based market indices.

 

Interests in a Reportable Fund or a private investment fund advised by Canyon (“Canyon Private Funds”) may be purchased, sold, transferred or redeemed by Employees and their Related Persons only with the prior written approval of the Trading Compliance Officer and a Managing Partner ; Employees may not invest in any other private investment fund without the consent of a Managing Partner.

 

            Canyon’s procedures require that the approval must be obtained to sell securities previously acquired even if the acquisition was made prior to becoming an Employee or with Canyon’s approval.

 

            Prior to effecting any securities transaction, all Employees should consider the guidelines and restrictions applicable to trading while in possession of material, non-public information contained in Section 3 of this Code.

 

Investment Assets

 

  Investment Assets Subject to the Code

 

The policies and procedures in this Code apply to transactions involving all equity and debt securities, including common and preferred stock, investment and non-investment grade debt securities, investments convertible into or exchangeable for stock or debt securities, or any derivative instrument relating to any such security, including options, warrants and futures, or any interest in a partnership or other entity that invests in any of the foregoing. Additionally, investments in any Reportable Funds are covered by this Code.

 

Exchange Traded Funds (“ETF”) are not subject to the Black-Out Period, the 30-Day Holding Period, or pre-clearance requirements of the Code.  However, ETFs are subject to the reporting requirements of the Code (i.e., initial and annual holding reports and quarterly certifications).

 


Real Estate Investments Subject to the Code

 

CCRA Employees are subject to additional restrictions with respect to certain types of real estate investments, including the requirement to pre-clear certain real estate transactions.  Please see the Reporting Requirements Table below for a list of such transactions.

 

Types of Investment Assets Not Subject to the Code

 

                        Investments in the following Investment Assets are not subject to the Code.

 

Direct obligations of the U.S. government;

Banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments 2 , including repurchase agreements;

Shares issued by money market funds; and

Shares issued by open-end investment companies, with the exception of any Reportable Fund.

 

Types of Accounts

 

Accounts Subject to the Code

 

“Personal Securities Accounts” include the following types of accounts, all of which are subject to this Code:

 

Accounts in the Employee’s name;

 

Accounts in the name of the Employee’s spouse;

 

Accounts in the name of children under the age of 18, whether or not living with the Employee, and family members (see note 1) living with the Employee or for whose support the Employee is wholly or partially responsible (together with the Employee’s spouse collectively referred to as a “Related Person”);

 

Accounts in which the Employee or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions, such as family trusts in which the Employee or Related Person is a trustee;

Accounts in which the Employee or Related Person has direct or indirect Beneficial Ownership 3 .

 

Accounts Not Subject to the Code

 

Accounts over which the Employee or Related Person does not have direct or indirect influence or control are not subject to the Code.  This would typically include accounts managed on a discretionary basis by an outside money manager.  The existence of all such accounts must be reported to the Compliance Department and the outside money manager may be asked to confirm this.

 

Approval Requirements and Process

 

            All transactions by Employees (including Related Persons) must receive prior approval (or pre-clearance) from the Compliance Department and the Trading Compliance Officer.  Employees must follow the procedures outlined below before effecting any transaction subject to the Code:

 

The Employee must complete and submit the Request for Personal Securities Transaction form to the Trading Compliance Officer and Compliance Department.

 

Upon review and approval by the Trading Compliance Officer, the Request for Personal Securities Transaction form will be forwarded to the Compliance Department.

 

After both the Compliance Department and the Trading Compliance Officer have approved the transaction, the Employee will be notified and will have until the end of the business day to complete the transaction.

 

Canyon has the right to deny approval for any securities transactions.  The fact that approval for a securities transaction is granted or denied is highly confidential and should not be disclosed by the Employee seeking approval to anyone inside or outside Canyon.  Personnel should not engage in discussions as to the reasons for the grant or denial of approval except with a Managing Partner.  If an Employee believes a denied transaction should have been approved, the Employee must seek the approval of a Managing Partner.  All approvals by a Managing Partner will document the specific reason for approving the request.

 

Stop Loss Orders

 

Employees will be permitted to use stop loss orders provided the following additional procedures are followed:

           

An employee must hold his position for a minimum of 30 days prior to submitting a stop loss order,

 

Each stop loss order, and any changes or amendments thereto, must be pre-cleared in the same manner as any other trade,

 

The Black-Out Period will only apply to date on which the stop loss order is approved and not to the date on which the stop loss order is executed unless the stop loss order is executed within two days of approval.  For example, if a stop loss order is approved on Monday and the order is executed on Tuesday and the firm trades in the same name on Tuesday, the trade will need to be reversed.  If, however, a stop loss order is approved on Monday and the order is executed on following Tuesday and the firm trades in the same name on that Tuesday, the trade will NOT need to be reversed.

 

Trades on Foreign Exchanges

 

As noted above, pre-clearances are only good for the trading day on which the pre-clearance is approved.  However, due to the timing differences between our hours of operations and the hours of operations of foreign exchanges, pre-clearances will be valid until the end of the next trading day on that foreign exchange.

 

Canyon Capital Advisors (Europe) Limited

 

As noted above, pre-clearances are only good for the trading day on which the pre-clearance is approved.  However, due to the timing differences between our hours of operations and the hours of operations of Canyon Capital Advisors (Europe) Limited, pre-clearances will be valid until the end of the next trading day on either the US or foreign exchange, as applicable.

 


Public Offerings and Limited Offerings

 

1.         The following general restrictions apply to Employees and Related Persons:

 

Restricted Investments Security Type

Purchase

Sale

Initial Public Offerings ( IPO s)

(An IPO 4 is a corporation’s first offering of a security representing shares of the company to the public.)

PERMITTED – Subject to advance written approval by the Trading Compliance Officer and a Managing Partner.

PERMITTED – Subject to advance written approval by the Trading Compliance Officer and a Managing Partner.

Limited Offerings*

(A limited offering 5 is an offer or sale of any security by a brokerage firm not involving a public offering, for example, a venture capital deal.)

PERMITTED – Subject to advance written approval by the Trading Compliance Officer and a Managing Partner.

PERMITTED – Subject to advance written approval by the Trading Compliance Officer and a Managing Partner.

 

* Limited Offerings include:

The Canyon Private Funds;

Transactions in securities, options, commodities or futures contracts that are not publicly offered or traded;

Participation in hedge funds, leveraged buy-out transactions, real estate offerings, private placements, and oil and gas partnerships or working interests;

Acceptance of offers of options or shares by personnel who serve on boards of directors;

Transactions involving real estate or agricultural land held for investment purposes, jointly in partnership with another person (other than family members);

Investing in any other business, whether or not related to securities ( e.g., fast-food franchises, restaurants, sports teams, etc.); and

Owning stock or having, directly or indirectly, any financial interest in any other organization engaged in any advisory, securities, commodities, futures contracts or related business; provided, however, that approval is not required with regard to stock ownership or other financial interest in any such business that is publicly owned, unless a control relationship exists.

 

2.         Employees who are also registered representatives or associated persons of CP Investments, LLC (“CPI”), Canyon’s affiliated broker-dealer, are generally prohibited from purchasing shares during an initial public offering.  Please see CPI’s Written Supervisory Procedures for more information.

 

Policy against Short-Term Trading; 30-Day Holding Period

 

Personal Securities Transactions should be undertaken for investment purposes, not for short-term trading or risk arbitrage profits.  Accordingly, Employees and Related Persons are generally prohibited from trading in “deal” or “rumor” securities.  “Deal” or “rumor” securities include securities of companies that are the subject of reports or rumors of actual or anticipated extraordinary corporate transactions or other corporate events, regardless of whether Canyon is involved.  Employees are also generally prohibited from trading options or futures unless for bona fide hedging purposes against an offsetting position on a one-to-one basis (other than with respect to broad-based standard indexes), absent specific approval.  Thus naked puts and calls are prohibited.

 

Unless a security is excepted from the Code or is an ETF, all Employees and Related Persons are required to maintain all securities positions for a minimum of 30 days.  Under certain circumstances, generally involving hardships, exceptions to this 30-day holding period may be permitted on a prior approval basis.  However, Canyon retains the unconditional right to refuse to grant approval for short-term trading transactions.  While Canyon does not prohibit short sales by Employees or Related Persons, short sales are discouraged and subject to the 30-day minimum holding period.

 

The Unconditional Right of Canyon to Impose Restrictions on Personal Securities Trading

 

Canyon may in its sole discretion impose restrictions (in addition to those specifically set forth herein) on the execution of transactions by Employees and Related Persons.  Employees should be aware and apprise Related Persons that their securities positions may become frozen if Canyon becomes involved in a transaction affecting the issuer of such securities.  The imposition of any such restriction is highly confidential and should not be disclosed outside Canyon, or inside Canyon except to the extent necessary to effectuate the restriction.  Employees should avoid discussion as to reasons for the imposition of any such restriction.

 

Monitoring Compliance with Canyon’s Personal Securities Trading Policies

 

On a periodic basis, a review of all Employee trades, not exempted from this Code, will be conducted to determine whether any securities purchased or sold by Employees for their own accounts or the accounts of any Related Peron are either on the Restricted List or being considered for purchase, purchased, or sold by Clients of Canyon.

 

Firm personnel should be aware and apprise Related Parties that Canyon will use periodic account statements, transactions confirmations and other information, whether or not received from Canyon, to monitor and review securities trading in Personal Securities Accounts for compliance not only with Canyon’s internal policies but also with respect to legal and regulatory requirements regarding such trading.  Canyon personnel are expected to cooperate with such inquires and any monitoring or review procedures employed by Canyon. 

 

2.2    Personal Securities Transactions Reporting Requirements

 

Initial and Annual Holdings Reports

 

All Employees are required to report brokerage accounts and securities/holdings by the Employee and Related Persons (subject to Code requirements) on an Initial Holdings Report within 10 days of employment, with information current as of a date no more than 45 days prior to employment, and annually thereafter.  Annual reports must be submitted by February 14 of each year and the information contained in an annual report must be current as of December 31 of the prior year, unless some other date is set by the Compliance Department.  An Employee’s or Related Person’s brokerage account statement(s) may be submitted in lieu of a separate initial or annual holdings report if all of the Employee’s or Related Person’s reportable holdings appear on the statement(s).  In certain circumstances, an Employee’s or Related Person’s brokerage account statements may need to be consolidated.  The holdings report must contain the following:

 

title and exchange ticker symbol or CUSIP number;

number of shares and principal amount of the security involved;

type of security;

name of the broker-dealer or bank that maintained the account; and

the date the report is submitted by the Employee.

 

Monthly Transactions Reports 

 

All Employees must arrange for the Compliance Department to receive monthly (or as generated, e.g., quarterly) duplicate statements for all investment accounts that contain securities of the Employee and Related Persons directly from the broker-dealer or other financial institution approved to handle the Employees investment account.  These duplicate statements must report any transaction in a security over which the Employee had, or as a result of the transaction acquired, any direct or indirect beneficial ownership.  A record of every transaction in a security is required with the following information to be maintained:

 

title and exchange ticker symbol or CUSIP number;

number of shares or principal amount of the security involved;

interest rate and maturity date (if applicable);

date of the transaction;

nature of the transaction (purchase or sale);

price at which the trade was effected;

name of the broker-dealer or bank that executed the transaction; and

the date the report is submitted by the Employee.

 

**Special Note Regarding 401(k) Plans:   You are not required to report exchanges and transfers within your 401(k) plan if you are only able to invest in open-end mutual funds as long as such plan does not invest in any Reportable Funds.  If your 401(k) plan offers investments in other types of securities or invests in Reportable Funds, you are required to report exchanges and transfers, but not automatic investment plans. 6

 

Quarterly Certification 

 

Employees will certify that the information contained in the duplicate statement(s) or downloaded into to the DataWare system is correct and complete and to record quarterly transaction information that did not appear in duplicate statement(s) or DataWare, if necessary.  It is required by federal law to be submitted not later than 30 days after the calendar quarter in which the transaction was effected.  If the thirtieth day falls on a weekend or a holiday, the report is due the business day immediately preceding this deadline.  Please forward the report to the Compliance Department. 

 

In addition, if during the quarter an Employee or Related Person establishes a new account in which any securities are held for his or her beneficial interest, the Employee must file an initial holdings report, described above, and must provide the following information as part of his or her quarterly report:

 

name of the broker-dealer or bank with whom the Employee established the account

the date the account was established; and

the date the report is submitted by the Employee.

 

Exceptions to Reporting

 

Employees need not submit a quarterly transactions report to Canyon if all the information in the report would duplicate information contained in brokerage account statements received by Canyon not later than 30 days after the calendar quarter.  The quarterly certification is, however, required.

 

You are not required to detail or list the following items on your initial and annual holdings reports and quarterly transactions reports:

 

Purchases or sales effected for any account over which you have no direct or indirect influence or control.  However, the Employee is required to report the existence of all accounts, even if managed on a discretionary basis by an outside money manager (however, the outside money manager may be asked to confirm this);

 

Transactions effected pursuant to an automatic investment plan; and

 

Purchases or sales of any of the following securities:

Direct obligations of the U.S. government;

Banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (previously defined in footnote 3);

shares issued by money market funds, whether affiliated or non-affiliated; and

shares issued by open-end investment companies, other than shares of an Reportable Fund, if any.

 

Acknowledgement and Certification

 

All Employees must acknowledge receipt of this Code no less frequently than annually to comply with Canyon’s policies and procedures.  New Employees must also acknowledge receipt on their date of hire.


2.3    Summary of Reporting Requirements

 

The following table summarizes some of the reporting requirements.  If you have any questions regarding the reporting requirements for transactions in other types of securities you should contact the Compliance Department.

 

Security Type

Quarterly Reporting

IPOs

Yes

Limited Offerings

Yes

Corporate Debt Transactions

Yes

Equity Transactions

Yes

Government Bond

Yes

Municipal Bond

Yes

Whole Mortgage Loans or Other Real Estate Related Investments**

Yes

Private Funds Managed by Canyon

Yes

Closed-end Mutual Funds

Yes

Exchange Traded Funds

Yes

Open-end Mutual Funds Advised or Subadvised by Canyon

Yes

US Treasury / Agencies

No

Money Market Funds (affiliated and non-affiliated)

No

Open-end Mutual Funds Not Advised or Subadvised by Canyon

No

Short Term / Cash Equivalents

No

Variable Annuities

No

SPP / DRIPS* -- automatic purchases

No

 

*  Sales of stocks from SPP or DRIPs:  Pre-clearance is required for the sale of stocks from SSP or DRIPs.  Please notify the Trading Compliance Officer in writing of the sale and include these transactions in any reports.

**  Reporting of investments in whole mortgage loans or other real estate related investments is required only for Employees of CCRA and does not include primary residences and vacation homes.

 

2.4    Confidentiality of Personal Securities Transaction Information

 

Canyon will endeavor to keep all reports of personal securities transactions, holdings and any other information filed pursuant to this Code confidential.  Employees’ reports and information submitted in connection with this Code will be kept in a locked filed cabinet, and access will be limited to appropriate Canyon personnel including the Compliance Department, Trading Compliance Officer, and Senior Management (Senior Management includes the Managing Partners, the Chief Operating Officer, Chief Financial Officer, General Counsel, and the Chief Compliance Officer.  These individuals are identified in Appendix A) as well as Canyon’s compliance consultants and outside counsel; provided, however, that such information also may be subject to review by legal counsel, government authorities, Clients or others if required by law or court order. The personal securities trading records of certain Employees may also be subject to review by the Reportable Fund’s Board of Directors, CCO, or its agent.

 

2.5    Communication with the Boards of Directors of Reportable Funds

 

            Canyon’s Code of Ethics must be approved by the Board of Directors of any Reportable Fund.  Additionally, Canyon is required to provide notification of any material changes to the Company’s Code of Ethics to the Board of Directors of any Reportable Fund no later than six months after the adoption of such a change.

 

            Violations of Canyon’s Code of Ethics may be reportable to the Board of Directors of any Reportable Fund.  At a minimum, Rule 17j-1 under the IC Act requires Canyon to provide an annual written report to the Board of Directors of any Reportable Fund which describes any issues arising under the Code since the last such report was made, including but not limited to material violations of the Code and any sanctions imposed by Canyon, and certifies that Canyon has adopted procedures reasonably necessary to prevent Employees from violating the Code.  Additional reporting may be required for each Reportable Fund.

 

3.    Policy on Insider Information

 

The Insider Trading and Securities Fraud Enforcement Act of 1988 and Section 204A of Advisers Act requires Canyon to establish, maintain and enforce written policies and procedures designed to prevent the misuse of material, non-public information (hereinafter referred to as “Inside Information”) by Canyon and its Employees.  Among these policies and procedures are ones that restrict access to files likely to contain Inside Information, that provide for continuing education programs concerning insider trading, that require restricting or monitoring trades in securities about which Canyon and/or Employees might possess Inside Information, and that require reviewing trading executed on behalf of Clients and/or by Employees. 

 

Employees should note that the following discussion relates to the misuse of material, non-public information based on the federal securities laws of the United States.  Employees conducting business outside of the United States (i.e., investing in Non-US companies) or employees of CCA EU should be aware that other Countries have similar prohibitions against insider trading.  Please contact the Compliance Department or Legal Department for specific information regarding the applicable laws with respect to other jurisdictions. 

 

3.1    Insider Transactions

 

Canyon considers information material if there is a substantial likelihood that a reasonable investor would consider it important in making investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.  Examples of material information include information regarding dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, material real estate transactions, major litigation, liquidation problems, and extraordinary management developments.

 

Information is considered non-public when it has not been disseminated broadly to investors and the general public in the marketplace, 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, materials sent to shareholders or potential investors or customers, such as a proxy statement or prospectus, or materials available from public disclosure services.  For example, information found in a public report filed with the Securities and Exchange Commission (“SEC”), or appearing in Dow Jones, Reuters Economic Services , The Wall Street Journal , or other publications of general circulation would be considered public.  However, limited disclosure does not make the information public ( i.e. , disclosure by an insider to a select group of persons).  If there is no tangible evidence of any widespread dissemination of material information, Employees should presume that the information is non-public until instructed otherwise by Senior Management.

 

Employees should be aware that certain Canyon information may be considered Inside Information.   Examples of such Inside Information include the following information that is used, produced, or obtained by Canyon for business purposes:   specific information about Canyon’s securities trading positions or trading intentions; Canyon’s specific investment, trading or financial strategies or decisions; pending customer securities orders; advice to investment banking clients (to the extent Canyon is engaged to provide such advice); and analysis of companies that are potential acquirers or targets of other companies.  Canyon information must be kept in the strictest of confidence and Employees may not disclose specific Canyon information to persons outside Canyon in the absence of a legitimate business reason.  (Please see Section 1.4 for more information on sharing Canyon information with third parties.)  Nothing contained in this paragraph in any way modifies or amends any provision of the Confidential Information Agreement signed by Employees.

 

Canyon generally defines insider trading as the buying or selling of a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, non-public information.  Insider trading is a violation of federal securities laws, punishable by a prison term and significant monetary fines for the individual and investment adviser.

 

Tipping of Inside Information is PROHIBITED.  An Employee may not tip a trade, either personally or on behalf of others, while in possession of such information.

Front running is PROHIBITED.  Front running involves trading ahead of a Client order in the same security on the basis of Inside Information regarding impending market transactions. 

Scalping is PROHIBITED. Scalping occurs when an Employee purchases shares of a security for his/her own account prior to recommending/buying that security for Clients and then immediately selling the shares at profit upon the rise in the market price following the recommendation/purchase.

 

Employees must notify the Compliance Department or the Trading Compliance Officer immediately if they have any reason to believe that a violation of the use of Inside Information has occurred or is about to occur, whether or not such violation involves the Employee or other Employees of Canyon.  Failure to do so constitutes grounds for disciplinary sanction, including dismissal. 

 

3.2    Identifying Inside Information

 

Certain activities may present Employees with greater opportunities to obtain Inside Information.  For example, Canyon may have contacts with public companies as part of Canyon’s research efforts, such as in the case of contacts with corporate insiders.  For example, a company’s Chief Financial Officer may prematurely disclose quarterly results to an analyst or a company representative may make selective disclosure of adverse news.  This type of information conveyed in this type of setting should be treated as Inside Information.  Employees who are privy to issuer information in this context should immediately contact the Compliance Department.  Immediate reporting is intended to protect the Employee, Canyon’s Clients and Canyon.

 

Moreover, when Canyon executes a confidentiality agreement with a public company or participates on, or has access to information from, creditors’ committees of companies in bankruptcy, Canyon and its Employees may receive material, non-public information.  Employees who receive non-public information pursuant to a confidentiality agreement or participate in or have access to non-public information from creditors’ committees should immediately contact the Compliance Department.  Immediate reporting is intended to protect the Employee, Canyon’s Clients, and Canyon.

 

Similarly, investments in bank debt also create situations in which Employees may receive Inside Information.  Canyon has developed specific procedures with respect to bank debt, which are set forth in separate internal documents. 

 

Tender offers also present opportunities for obtaining Inside Information and are subject to greater regulatory scrutiny, particularly given the possibility to misuse Inside Information in the tender offer context.  Private Investments in Public Equities (PIPE) also create an opportunity for obtaining Inside Information.  In most cases, the mere knowledge that a company is engaging in a PIPE transaction is deemed to be material, non-public information and would restrict Canyon from trading the public equities of the PIPE issuer until such transaction has been publicly announced.  Employees should exercise particular caution any time they believe they may have become aware of any information, no matter how seemingly trivial, relating to an actual or potential tender offer or PIPE transaction.

 

Employees should take extra precautions when utilizing expert networks and outside consultants.  Due to the unique nature of these services, the use of expert networks and outside consults must be preapproved by senior management.  For more information regarding Canyon’s policy on the use of expert networks, please reference Canyon’s Policy on Third-Party Consultants which is available on DataWare.

 

If an Employee believes he/she or a family member has access to Inside Information, the following steps should be taken:

 

Report the information and proposed trade immediately to the Compliance Department.

Do not communicate the Inside Information to anyone other than the Compliance Department.

Await Canyon’s resolution of the matter.

 

3.3    Limiting the Use of Insider Information and Using Information Barriers

 

The Restricted List

 

Canyon uses a “Restricted List” to monitor Canyon and Employee trading with respect to certain publicly traded securities that (1) Canyon has or may have Inside Information about and/or (2) Canyon is restricted from trading because of a contractual arrangement (such as participating in certain types of transactions or executing a confidentiality agreement with a company).  Canyon’s research analysts and Managing Partners shall work with the Compliance Department to determine the extent to which securities may need to be designated as “Restricted List” securities. 

 

Canyon designates a security as being on the Restricted List for a number of reasons.  However, any employee who is in possession of Inside Information, regardless of whether or not the security is on the Restricted List, is prohibited from trading in the security for any reason.  Canyon seeks to limit the circumstances in which an issuer is placed on Canyon’s Restricted List due to the potential adverse effects on Canyon’s clients.  Thus, Canyon shall endeavor to control access to material, non-public information among a limited number of employees through the use of information barriers.  For more information on the Restricted List please see the CCA Compliance Manual.

 

As noted above, PIPE transactions pose greater risk with respect to the receipt and potential misuse of material, non-public information.  If an Employee is made aware of or becomes aware of a pending PIPE transaction, the employee must report such information to the Compliance Department.  In most cases the name will be added to the restricted list and Canyon and its Employees will be restricted from trading the public securities of the PIPE issuer until the transaction has been publicly announced.

 

Information Barriers

 

           The purpose of an information barrier (commonly referred to as a “Chinese Wall”) is to isolate sensitive information, including Inside Information, from persons responsible for sales and trading activities and from other persons, within or without Canyon, who do not have an appropriate need to know the information.  If properly implemented, information barriers permit certain persons at Canyon to, for example, perform investment banking functions for an issuer, or to serve on creditors’ committees, while other persons at Canyon who are not privy to sensitive information continue to trade that issuer’s securities.  In addition, such procedures permit Canyon to insulate sales and trading activities from the effects of the inadvertent receipt of sensitive information by one or more individuals.   Unless the employee is effectively “walled off,” conveying sensitive information to members of other business areas or employees of affiliates can lead to restrictions on research, trading, or other business of Canyon or the affiliate.

 

            Canyon may have occasion to implement information barriers in special circumstances.  As such, Canyon has developed procedures that are sufficiently flexible to address whatever special circumstances may be involved.  As a result, the mechanism for implementing those procedures will be established on a case-by-case basis.  However, Canyon has developed and implemented specific procedures with respect to bank debt purchases, which are addressed in separate internal documents. 

 

            Where a transaction, engagement or occurrence is to be the subject of an information barrier, the Compliance Department will generate a confidential memorandum describing the specific procedures to be applied in the case at hand.  The procedures will vary depending on the nature, scope and expected duration of the project or occurrence and the number of individuals involved.

 

            In the case of investment banking projects, creditor committee membership or similar, the memorandum shall specify, among other things: (a) the nature, background and purpose of the engagement, (b) the persons to receive sensitive information, (c) the methods for accomplishing the engagement, (d) the methods for safeguarding the sensitive information (e.g., security of files and communications), and (e) the method for obtaining any consent to the information barrier procedures that might be required.  All personnel permitted to receive sensitive information must countersign the memorandum, by which they agree to be bound by its terms and to hold the information in strictest confidence.  Such personnel will be restricted from performing any research, sales or trading function relating to the subject matter of the engagement, for Canyon or otherwise, during the term of the engagement or discussing the same with persons not also subject to similar restrictions.  Upon conclusion of the engagement, all sensitive information will be assessed by the Compliance Department to determine whether ongoing restrictions should be imposed.

 

           In more limited situations ( e.g. , the inadvertent receipt of sensitive information by a single individual), the Compliance Department may devise a simplified procedure for isolating the sensitive information and preventing its dissemination and misuse.  The Compliance Department will retain documents memorializing such procedures.  All securities of issuers that are the subject of an information barrier must be placed on the Information Barrier List and/or the Restricted List by the Compliance Department until the engagement is complete and/or any sensitive information in Canyon’s possession has been published, superseded or rendered stale.

 

Once information and/or individuals have been “walled off,” in order to prevent Canyon and/or its affiliates from being in possession of Inside Information, the Compliance Department should be consulted before bringing any Employee over the wall.  When an Employee is brought over the wall, the Compliance Department will create a record indicating the reason why the Employee has been brought over the wall along with any restrictions that have been placed on that Employee.  Under certain circumstances, one or more Employees may be brought over the wall to provide analysis relating to a specific trade or decision to be made by Canyon.  In such cases, the Compliance Department will create such a record, and the Employee(s) will be instructed not to discuss the analysis performed with anyone other than Employees who are also brought over the wall.   In addition, the Employee will be instructed not to make trades for his or her personal account or Related Accounts relating to the securities involved in the analysis. 

 


 

3.4    Miscellaneous Control Procedures

 

            A.        Certifications

          

           Employees will be required to certify, on an annual basis, that they have read and agree to abide by the Policy on Insider Trading.  The certifications will be maintained as part of Canyon’s records under the supervision of the Compliance Department.

 

           The Compliance Department will be responsible for organizing periodic training sessions to facilitate Employees’ full understanding of Canyon’s Policy on Insider Trading.

 

B.         Reporting Obligations

In an effort to detect and prevent insider trading, the Compliance Department will promptly investigate all reports of any possible violations of Canyon’s Policy on Insider Trading. 

C.        General Reports to Management

At least annually, the Trading Compliance Officer will prepare a report for Senior Management setting forth some or all of the following:

a summary of existing procedures to detect and prevent insider trading;

a summary of changes in procedures made in the last year;

full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by any such investigation; and

an evaluation of the current procedures and a description of anticipated changes in procedures, if any.

 

D.        Special Reports to Management

Promptly upon learning of a potential violation of Canyon’s Policy on Insider Trading, the Compliance Department will prepare a report for Senior Management, which may include: (1) the name of particular securities involved, if any, (2) the date Canyon learned of the potential violation and began investigating; (3) the accounts and individuals involved; (4) actions taken as a result of the investigation, if any; and (5) recommendations for further action.

 

3.5    Use of Non-Public Information Regarding a Client

 

No Employee shall:

 

Disclose to any other person, except to the extent permitted by law or necessary to carry out his or her duties as an Employee and as part of those duties, any non-public information regarding any Client portfolio, including any specific security holdings or pending transactions of a Client, including specific information about actual or contemplated investment decisions.

Use any non-public information regarding any Client portfolio in any way that might be contrary to, or in competition with, the interest of such Client.

Use any non-public information regarding any Client in any way for personal gain.

 

For more information on Canyon’s Privacy Policy, please see the IA Compliance Manual.

 

4.    Gifts, Business Entertainment, Directorships, Regulatory Requirements, and Political Contributions and Activities

 

4.1    Gifts

 

Employees must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities.  Employees must not offer, solicit, or accept any gift, benefit, compensation, or consideration that could be reasonably expected to compromise their own or another’s independence and objectivity.  Employees must not accept gifts, benefits, compensation, or consideration that competes with, or might reasonably be expected to create a conflict of interest with, Canyon or its Clients’ interests unless they obtain written consent from a Managing Partner.  Employees are not permitted to directly or indirectly give anything of value, including gratuities, in excess of $100 per individual per year, where such payment is in relation to obtaining business on behalf of Canyon.  In addition, Employees are not permitted to directly or indirectly receive gifts totaling more than $100 annually from any single securities industry participant or accept any gift or favor that could be construed as preferential treatment.  Gifts of cash or cash equivalents (prepaid debit cards and the like) in any amount are strictly prohibited.  Should a situation arise where gifts exceeding this $100 limit are made or received, the Employee must notify the Compliance Department in writing immediately.  The written notification must include a detailed description of the events surrounding the activity, the amount given or received, the circumstances under which the activity took place and reasons for accepting or giving the gifts.

 

Notwithstanding the foregoing, Employees are generally not permitted to give anything of value to any employees of public pensions or other government entities, without the prior written approval of the CCO. 

 

As noted in a recent Notice to Members (NASD Notice to Members 06-69), personal gifts such as wedding gifts and congratulatory gifts for the birth of a child are not subject to the $100 limit as long as such gifts are not “in relation to the business of the employer of the recipient.”  The same notice also clarified that de minimus, promotional, and commemorative items do not fall within FINRA Rule 3060, which is the rule upon which our policy is based, provided the item’s value is substantially below the $100 limit.

 

Employees will be required to report any gift, benefit, compensation, or consideration given to or received by an Employee from a securities industry participant, vendor, or other person doing business with Canyon using the DataWare system.  Employees will be required to no less frequently than annually certify that they have submitted all such gifts via DataWare (or other acceptable means).  Employees will be required to provide negative certifications.

 

Employees should note that while this section primarily relates to gifts given to or received from securities industry participants (i.e., broker-dealers, prime brokers, etc.), Canyon’s employee handbook also includes prohibitions with respect to giving or receiving gifts generally.

 

4.2    Business Entertainment

 

Similar to Gifts, Employees must use reasonable care and judgment in deciding when and which events sponsored by securities industry participants (e.g., broker-dealers, investment banking firms, etc.) to attend, including golfing outings and ski trips.  The SEC and FINRA do not prohibit attending such events.  However, in an interpretive letter issued by FINRA, FINRA stated that attendance at such events would not be considered a gift “so long as it is neither so frequent nor so extensive as to raise any question of propriety.”  FINRA also stated that if the sponsor did not attend the event, attendance at such an event would be considered a gift.

 

Employees will be required to report any “Material Business Entertainment” accepted by an Employee using the DataWare system (or other acceptable means).  Material Business Entertainment will generally include any event that would cost the Employee $500 or more to attend.  Employees will be required to no less frequently than annually certify that they have submitted all such Material Business Entertainment via DataWare (or other acceptable means).  Employees will be required to provide negative certifications.

 

Employees should note that while this section primarily relates to business entertainment provided to or received from securities industry participants (i.e., broker-dealers, prime brokers, etc.); Canyon’s employee handbook also includes prohibitions with respect to business entertainment generally.

 

4.3    Gifts and Entertainment Given to Union Officials

 

Any gift or entertainment provided by Canyon to a labor union official in excess of $250 per fiscal year must be reported to the Department of Labor on Form LM-10 within 90 days following the end of Canyon’s fiscal year.  Consequently, all gifts and entertainment provided to labor unions must be reported to the CCO via the Gifts and Business Entertainment On Demand Disclosures form in the DataWare System.

 

  Canyon employees are reminded that gifts (given or received) in excess of $100 per fiscal year to/from any individual are generally prohibited.

 

4.4    Outside Business Activities

 

In addition to restrictions placed on the personal trading and private investments of Employees, each Employee must obtain prior written approval from a Managing Partner with respect to outside business activities.  Prior to engaging in such activities, an Employee must make full disclosure to the Compliance Department.  Such approval, if granted, may be given subject to restrictions or qualifications and is revocable at any time.  Examples of activities requiring prior written approval include full- or part-time service as an officer, director, partner, manager, consultant or employee of another business organization (including acting as a director of a company whose securities are publicly traded); agreements to provide financial advice ( e.g. , through service on a finance or investment committee) to a private, educational or charitable organization; and any agreement to be employed or accept compensation in any form ( e.g., commission, salary, fee, bonus, contingent compensation, etc.) by a person or entity or their affiliates.  Approval is generally not given for requests to serve as an officer, director, partner, consultant or employee of another business organization. 

 

No Employee may work for any FINRA registered broker-dealer firm or affiliate, or any other money management firm or affiliate or registered investment adviser or affiliate or any other competitor of Canyon without the express written approval of a Managing Partner.

 

Neither management nor Employees may trade in any securities issued by any company of which any Employee is an officer, director, or other insider absent the prior approval of a Managing Partner.

 

4.5    Political Activity Using Firm Name or Resources

 

Absent explicit approval from a Managing Partner, Canyon prohibits Employees from undertaking any political activity using Canyon’s name, on Canyon’s premises, or with use of Canyon equipment or other property.  Further, Employees must always take care to ensure that their political comments and activities are presented as strictly personal, and not reflective of the views of Canyon.  To this end, political contributions should not be made in the name of Canyon, especially in situations where Canyon may appear to benefit, directly or indirectly, from the contribution.

 

Canyon has adopted a formal policy with respect to political contributions by or on behalf of employees, which prohibits political contributions to certain individuals.  Canyon’s political contribution policy is available in the Compliance Manual and posted on DataWare.

 

4.6    Regulatory Requirements

 

The SEC considers it a violation of general antifraud provisions of federal securities laws whenever an investment adviser, such as Canyon, engages in fraudulent, deceptive or manipulative conduct.  As a fiduciary with respect to Client assets, Canyon cannot engage in activities that would result in conflicts of interests (i.e., front-running or scalping).

 

The SEC can censure, place limitations on the activities, functions, or operations of, suspend for a period not exceeding twelve months, or revoke the registration of any investment adviser based on a:

 

Failure to reasonably to supervise, with a view to preventing violations of the provisions of the federal securities laws, an Employee or an Employee who commits such a violation.

 

However, no manager shall be deemed to have failed reasonably to supervise any person, if:

 

there have been established procedures, and a system for applying such procedures, which would reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other person; and

such manager has reasonably discharged the duties and obligations incumbent upon him or her by reason of such procedures and system without reasonable cause to believe that such procedures and system were not complied with.

 

5.    Enforcement of the Code

 

The Chief Compliance Officer has several responsibilities to fulfill in enforcing the Code.  Some of these responsibilities are summarized below.

 

5.1    Reporting requirements

 

Employees must notify the Chief Compliance Officer, the Compliance Representative or the Trading Compliance Officer immediately if they have any reason to believe that a violation of this Code occurred or is about to occur, whether or not such violation involves the Employee or another Employee.  Failure to do so constitutes grounds for disciplinary sanction, including dismissal.  To the extent feasible, any self-reporting by an Employee will be held in the strictest confidence.

 

Employees may report any violation or suspected violation of this Code anonymously through the DataWare system.  Once logged onto the system, please select “Incident Report” under the “Home” tab.  You can check a box to remain anonymous.

 

All such reports will be fully reviewed and investigated by the Compliance Department.

 

5.2    Duties and Responsibilities of the chief compliance officer and compliance representative

 

The Chief Compliance Officer or Compliance Representative:

 

will provide each Employee with a copy of the Code and any amendments thereto; and

shall notify each person in writing who is required to report under the Code of his or her reporting requirements no later than 10 business days after accepting a position with Canyon.

 

The Chief Compliance Officer or Compliance Representative:

 

Will monitor personal securities transactions to ensure compliance with the Code.

DataWare will be reviewed daily for any violations of the pre-clearance process, holding period, and Black-Out period.

For those accounts that do not report daily transactions to DataWare, monthly statements will be used to monitor compliance with pre-clearance process, holding period, and Black-Out period.

Will, before determining that a person has violated the Code, give the person an opportunity to supply explanatory material.

Will, at least on a monthly basis, record all violations of the Code, and any action taken as a result of the violation.

Will submit his or her own reports, as may be required pursuant to the Code, to the Chief Compliance Officer /Compliance Representative who shall fulfill the duties of the other so as to avoid any potential conflicts of interest.

 

A Managing Partner, or appointed representative of Canyon, will review all personal trading activity reported to the DataWare system on a weekly basis and all activity not reported to the DataWare system on a monthly basis.

 

5.3    Code Violations

 

If you violate this Code, including filing a late, inaccurate or incomplete holdings or transaction report, you may be subject to remedial actions, which may include, but are not limited to, 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 substantial; (5) suspension of employment, with or without pay; (6) termination of employment; or (7) referral to civil or governmental authorities for possible civil or criminal prosecution.    If you are normally eligible for a discretionary bonus, any violation of the Code may also reduce or eliminate the discretionary portion of your bonus.

 

If a trade is executed in violation of either the Black-Out Period or the 30-Day Holding Period, the Employee will be required to reverse the trade at the Employee’s expense and any gain on such trade will be donated to charity.  For example, if an Employee buys stock in Company A on Monday and a Client buys stock in Company A on Tuesday, the Employee will be required to sell the shares purchased on Monday, with all losses accruing to the Employee and any gains remitted to charity.  An Employee will not be permitted to trade until any outstanding violations have been fully resolved including making any required donations to charity.

 

Note: Both the violation and any imposed sanction will be reported to or brought before Senior Management and may also be reported to the Board of Directors of any Reportable Fund.

           

5.4    Reports to Senior Management

 

Special Reports to Management :  Promptly upon learning of a potential violation of the Code, the Chief Compliance Officer, the Compliance Representative and/or Trading Compliance Officer shall prepare a written report fully detailing the potential violation, which may include: (i) the name of particular securities involved, if any; (ii) the date he learned of the potential violation and began investigating; (iii) the accounts and individuals involved; (iv) actions taken as a result of the investigation, if any; and (v) recommendations for further action.

 

If the Chief Compliance Officer determines that the violation(s) was material, the violation(s) will be reported to Senior Management and may also be required to be reported to the Board of Directors of any Reportable Fund.

 

Periodic Reports :  The Compliance Department will prepare a quarterly, written report for Senior Management.  The Quarterly Code Report will describe any issue(s) that arose during the previous quarter under the Code or procedures related thereto, including any material Code or procedural violations, and any resulting sanction(s).  The Compliance Department will also prepare an annual, written report for Senior Management.  The Annual Code Report will describe, in summary fashion, issue(s) that arose during the previous four quarters and how the Code should be amended to address any recurring violations.   In addition, Canyon will provide all periodic reports required by the Boards of Directors of any Reportable Funds.

 

The Compliance Department or the Trading Compliance Officer may report to Senior Management more frequently as necessary or appropriate, and shall do so as requested by the Chief Compliance Officer and/or Senior Management.

 

5.5    Recordkeeping Requirements

 

Canyon shall maintain at its principal place of business records in the manner and to the extent set out in this Code. Such records shall be available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination. Such records shall include:

 

A copy of each Code that is in effect, or at any time within the past five (5) years was in effect, with each such copy being maintained in an easily accessible place;

 

A record of any violation of the Code, and of any action taken as a result of the violation, with each such record being maintained in an easily accessible place for at least five (5) years after the end of the fiscal year in which such a violation occurs;

 

A copy of each report made by an Employee as required by this Code, including any information provided in lieu of such reports, with each such record being maintained for at least five (5) years after the end of the fiscal year in which such a report is made or such information is provided, the first two (2) years of which in an easily accessible place;

 

A record of all persons, currently or within the past five (5) years, who are or were required to make reports pursuant to the Code, or who are or were responsible for reviewing these reports, with each such record being maintained in an easily accessible place;

 

A copy of each Annual Report to the Board, such Report being maintained for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years of which in an easily accessible place; and

 

A record of any decision and the reasons supporting the decision, to approve the acquisition of securities, including an IPO or a Private Placement, shall be preserved for at least five (5) years after the end of the fiscal year in which the approval is granted

 

5.6    Effective Date of the Code

 

The Code was adopted on June 30, 2005, and has been amended as of the date note above, and supersedes any prior versions of the Code.

 


Appendix A

 

 

Chief Compliance Officer (CCA, River Canyon and ICE)

Douglas Anderson

Chief Compliance Officer/General Counsel (CCRA)

Bari Cooper Sherman

Compliance Representative (CCRA)

Douglas Anderson

Compliance Representatives (CCA, CCRA, River Canyon and ICE)

Lena Najarian

Sonya Nelson

David Young

Elaine Tzou

 

Trading Compliance Officer

Desmond Lynch

Chief Financial Officer

John Plaga

General Counsel (CCA and River Canyon)

Jonathan M. Kaplan

 

 

Managing Partners (CCA and River Canyon)

Joshua S. Friedman

Mitchell R. Julis

 

 

Managing Partners (CCRA)

Joshua S. Friedman

Mitchell R. Julis

K. Robert Turner

 

 

Managing Partners (ICE Canyon)

Joshua S. Friedman

Mitchell R. Julis

Nathan B. Sandler

 

1               Family member includes adoptive relationships and means any of the following persons who reside in your household:

               

spouse

stepparent

son-in-law

child

grandparent

daughter-in-law

stepchild

spouse

brother-in-law

grandchild

sibling

sister-in-law

parent

father-in-law

mother-in-law

 

               

2               High quality short-term debt instrument means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization ( e.g. , Moody’s Investors Service).

3               You should generally consider yourself the “beneficial owner” of any securities in which you have a direct or indirect Pecuniary Interest.  Pecuniary Interest in a security means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such security. As a general rule, you will be regarded as having a pecuniary interest in a security held in the name of your family members.  For example, you will likely be deemed to have a pecuniary interest in securities (including the right to require the exercise or conversion of any derivative security such as an option or warrant, whether or not presently exercisable or convertible) held for:

·              Your accounts or the accounts of Related Persons

·              A partnership or limited liability company, if you are or a Related Person is a general partner or a managing member

·              A corporation or similar business entity, if you have or share, or a Related Person has or shares, investment control

·              A trust, if you are or a Related Person is a beneficiary

4               IPO (i.e., initial public offering) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

5               A limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6) or Rules 504, 505 or 506 of Regulation D (e.g., private placements).

6               Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes a dividend reinvestment plan.

Sirios Capital Management, L.P.

 

 

 

 

Code of Ethics

 

Version: December 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Code of Ethics

 

This is the Code of Ethics of Sirios Capital Management, L.P.  (the “Firm”).  In addition to this Code, the Firm has a Statement Against Insider Trading (the “Insider Trading Policy”).

Things You Need to Know to Use This Code

 

          1.         Terms in boldface type have special meanings as used in this Code.  To understand this Code, you need to read the definitions of these terms.  The definitions are set forth in Appendix A at the end of this Code. 

           

2.         This Code applies to all employees (including partners, officers, temporary employees, independent contractors and other persons providing advice on behalf of the Firm who are subject to the supervision and control of the Firm).  It also applies to directors of funds not registered under the Investment Company Act of 1940 (“1940 Act”), with the exception of independent directors (as determined by the Firm), to which the Firm or any affiliate serves as investment adviser or equivalent. Unless otherwise required by the context, the term “employee” or “employee of the Firm” is used in this Code to refer to all of the above individuals. Part II of the Code applies to Advisory Persons in addition to employees of the firm.  When an Advisory Person is not already covered by the Code as an employee of the firm, the Adviser is responsible for promptly notifying and providing a copy of the Code to the individual when s/he becomes an Advisory Person .

 

This Code has three sections (Parts I-III).  There are also five Reporting Forms, copies of which are available from the Compliance Officer :

Form A – Initial Acknowledgment and Certification

Form B – Initial Holdings Report

Form C – Annual Holdings Report

Form D – Quarterly Transaction Report

Form E – Preclearance Request Form

 

            3.         The Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances.  However, (i) the Firm expects that waivers will be granted only in rare instances and (ii) some provisions of this Code will never be waived.


 

General Principles

The Firm is a fiduciary for its investment advisory clients, including the investors in our funds.  Because of this fiduciary relationship, it is generally improper for the Firm or its employees to:

use for their own benefit (or the benefit of anyone other than the client) information about the Firm’s trading or recommendations for client accounts; or

 

take advantage of investment opportunities that would otherwise be available for the Firm’s clients.

 

Also, as a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its employees or others receive any improper benefit from information about client trading or accounts, or from our relationships with our clients or with the brokerage community.

The Firm expects all employees to comply with the spirit of this Code, as well as the specific rules contained in this Code.  The Firm also expects that all employees will comply with applicable Federal Securities Laws and the Firm’s Insider Trading Policy. The Code is designed to comply with Rule 17j-1 under the Company Act and Rule 204A-1 under the Investment Advisers Act of 1940. 

The Firm treats violations of this Code (including violations of the spirit of this Code) very seriously.  If you violate either the letter or the spirit of this Code, the Firm may impose penalties or fines, reduce your compensation, demote you, require disgorgement of trading gains, suspend or terminate your employment, or report you to the proper authorities. 

The Firm permits its employees to engage in personal securities transactions only in compliance with the terms and conditions of this Code.  Improper trading activity can constitute a violation of this Code.  You can also violate this Code by failing to file required reports in a timely manner, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts.  Your conduct can violate this Code even if no clients are harmed by your conduct. 

If you have any doubt or uncertainty about what this Code or the Firm’s Insider Trading Policy requires or permits, you should ask the Compliance Officer .  Do not just guess at the answer. 

Competing with Client Trades

  No employee of the Firm may, directly or indirectly, purchase or sell securities if the person knows, or reasonably should know, that such securities transactions compete in the market with actual or considered securities transactions for a client, or otherwise personally act to injure a client’s securities transactions.

Personal Use of Client Trading Knowledge

No employee of the Firm may use any knowledge about securities purchased or sold by a client or securities being considered for purchase or sale by a client to profit personally, directly or indirectly, by the market effect of such transactions.

Disclosure of Client Trading Knowledge

No employee of the Firm may, directly or indirectly, communicate to any person who is not an employee of the Firm any non-public information relating to a client including, without limitation, the purchase or sale or considered purchase or sale of a security on behalf of a client, except to the extent necessary to effectuate securities transactions on behalf of the client or to otherwise service the client.  Further limitations may apply with respect to disclosure of a Registered Fund’s holdings, so you should ask the Compliance Officer before doing so.

Gifts to or from Brokers or Clients

No employee may accept or receive on his or her own behalf or on behalf of the Firm any gift or other accommodation, including tickets to events and meals, from a vendor, broker, securities salesman, client or prospective client, or governmental or quasi-governmental official (a “business contact”) that might create a conflict of interest or interfere with the impartial discharge of such employee’s responsibilities to the Firm or its clients or place the recipient or the Firm in a difficult or embarrassing position.  This prohibition applies equally to gifts to members of the Family/Household of Firm employees

Gifts .  No employee may give on his or her own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.  In no event should any employee accept or give any gift to or from any single business contact that exceeds a value of $100 without receiving prior written approval from the Compliance Officer.

Entertainment .  These policies are not intended to prohibit normal business entertainment.  A reasonably priced meal or entertainment ( e.g. , a sporting or theater event) may be accepted only if a representative of the hosting firm is present at the meal or event.  Although the $100 pre-clearance policy referenced above applies only to gifts (and not entertainment where the business contact is present), extravagant or excessive entertainment is not permitted.  You should consult with the Compliance Officer if you are unsure whether something is permitted business entertainment under this policy.

In addition, no employee is permitted to accept any entertainment or gift if the employee knows or has reason to know that the person providing the entertainment or gift is violating a policy, rule or regulation applicable to that person.

Services Outside of the Firm

To avoid conflicts of interest, inside information and other compliance and business issues, the Firm prohibits all its employees from serving as employees, officers, trustees, executors, custodians, members of the board of directors (or other similar body), or in any other fiduciary position of any entity, irrespective of whether compensation is paid, except with the advance written approval of the Firm.  In addition, the Firm prohibits all its employees from serving as consultants or providing investment advisory services (irrespective of whether compensation is paid) outside of their relationship with the Firm, except with the advance written approval of the Firm. 

Approval must be obtained through the Compliance Officer , and will ordinarily require consideration by senior officers of the Firm.  The Firm can deny approval for any reason.  This prohibition does not apply to service as an employee, officer or board member of any affiliate of the Firm.  If such approval were granted, the Firm would implement appropriate safeguards to address any potential conflicts that may arise.  Any employee serving as a director or fiduciary of another company should be particularly mindful of his responsibility to the Firm and to the other company.

Political Activities and Contributions: This Applies to All Employees

Employees are encouraged to exercise their responsibility to vote and take an active interest in the issues of their communities.  However, employees must not display political symbols, distribute political literature, engage in fundraising or campaigning, gather signatures on a petition, or otherwise engage in political activity at the Firm’s facilities or functions or using the Firm’s time or resources.  Employees should not use envelopes or stationery printed with the Firm’s name or address for political correspondence .

Employees should not make any political contributions for the purpose of obtaining or retaining the Firm’s engagement as an investment adviser to a government entity.   The Firm has established separate policies limiting political contributions to any person who may influence the selection or retention of an investment adviser by a government entity.  Employees should review these policies carefully and ensure that they comply at all times.

Working Together to Prevent Violations

Adherence to this Code and the Firm’s Insider Trading Policy requires constant attention.  If you become aware of any situation that may possibly result in a violation of this Code or an insider trading violation, you should immediately report the situation to the Compliance Officer .  Such a situation could involve an indiscreet member of management or the staff, or it could relate to the manner in which written communications of material nonpublic information are disseminated or otherwise handled by employees.  Your suggestions for improving these procedures are always welcome and may contribute in a critical way to the effectiveness of this Code.

Initial Acknowledgement and Certification

No later than 10 days after you become an employee of the Firm, you must file with the Compliance Officer an Initial Acknowledgement and Certification on Form A (copies of all reporting forms are available from the Compliance Officer ). 

Form A requires you to certify that (i) you have received, read and understand this Code and the Firm’s Insider Trading Policy, (ii) you understand that this Code and the Firm’s Insider Trading Policy apply to you and members of your Family/Household , and (iii) you will comply with all the requirements of this Code that are applicable to you and all the requirements of the Firm’s Insider Trading Policy.

 

Reporting Requirements

Explanatory Note :  One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions.  For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you.  To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Advisory Person , Covered Security , Family/Household and Beneficial Ownership in Appendix A at the end of this Code.  

Also :  You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports.

All reports and documentation listed below as being required to be submitted with the Compliance Officer must, if you are the Compliance Officer, be submitted instead to the Managing Director .

Initial Holdings Reports .  No later than 10 days after you become an employee or Advisory Person of the Firm, you must file with the Compliance Officer an Initial Holdings Report on Form B

Form B requires you to list:

all Covered Securities in which you (or members of your Family/Household ) have Beneficial Ownership .  This information must be provided as of a date that is no more than 45 days prior to the date on which you became an employee of the Firm; 

 

all custodians, brokers, dealers and banks where you maintain an account in which any securities (not just Covered Securities ) are held for the direct or indirect benefit of you or a member of your Family/Household .  This information must current as of a date within 45 days of when you became an employee of the Firm;

 

all companies (other than the Firm and its affiliates) for which you serve as a consultant, employee, officer, trustee, executor, custodian, member of the board of directors (or other similar body), or in any other fiduciary position (irrespective of whether compensation is paid).  This information must be provided as of the date on which you became an employee of the Firm; and

 

the date on which you submit the report to the Compliance Officer .

 

Annual Holdings Reports .  No later than February 15 th of each year, you must file with the Compliance Officer an Annual Holdings Report on Form C

Form C requires you to list:

all Covered Securities in which you (or a member of your Family/Household ) had Beneficial Ownership as of January 1 st of that year;

 

all custodians, brokers, dealers and banks where you or a member of your Family/Household maintain an account in which any securities (not just Covered Securities ) are held for the direct or indirect benefit of you or a member of your Family/Household on January 1 st of that year;

 

all companies (other than the Firm and its affiliates) for which you serve as a consultant, employee, officer, trustee, executor, custodian, member of the board of directors (or other similar body), or in any other fiduciary position (irrespective of whether compensation is paid) as of January 1 st of that year; and

 

the date on which you submit the report to the Compliance Officer .

 

Form C also requires you to certify that (i) you have received, read and understand this Code and the Firm’s Insider Trading Policy, (ii) you understand that this Code and the Firm’s Insider Trading Policy apply to you and members of your Family/Household , and (iii) you will comply with all the requirements of this Code that are applicable to you and all the requirements of the Firm’s Insider Trading Policy.

Duplicate Confirmation Statements If you or any member of your Family/Household has a securities account in which you (or members of your Family/Household ) hold Covered Securities with any custodian, broker, dealer or bank, you must direct that custodian, broker, dealer or bank to send, directly to the Compliance Officer , contemporaneous duplicate copies of all transaction confirmation statements and all periodic ( e.g. quarterly) account statements relating to that account.  The transactions reported on the confirmation and account statements will be reviewed periodically and compared against your preclearance forms (discussed below in Section II.B.4).  These statements permit the Firm to ensure the effectiveness of its compliance efforts.  You must notify the Compliance Officer promptly if you open any new securities account or move an existing securities account to a different custodian, broker, dealer or bank.

4.         Quarterly Transaction Reports .   In the event your duplicate confirmation statements are provided less frequently than quarterly or later than 30 days after the end of the calendar quarter, you must file with the Compliance Officer a Quarterly Transaction Report on Form D not later than 30 days after the end of each calendar quarter. 

You need not file a Quarterly Transaction Report with respect to any calendar quarter if the reported information would duplicate information contained in a confirmation or account statement submitted in accordance with Section 3 “Duplicate Confirmation Statements” above, provided such information is furnished within 30 calendar days after the end of the calendar quarter. 

Transaction Restrictions

General Prohibition on Personal Trading You and members of your Family/Household are generally prohibited from engaging in any transaction in any Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, except as set forth below.

Sale of Pre-Existing Positions.   You or any member of your Family/Household may sell a security in which you or a member of your Family/Household holds a pre-existing position provided that you obtain written preclearance for such transaction from the Compliance Officer as described below.

Permitted Transactions in Certain Covered Securities.   You or any member of your Family/Household may buy or sell one of the following securities provided that you obtain written preclearance for such transaction from the Compliance Officer as described below.

investments in pooled investment vehicles ( e.g. , venture funds, hedge funds, private equity funds) organized as limited partnerships or limited liability companies;

registered investment companies advised by the Firm

 

            Note :  investments made in or as part of an “investment club” are not permitted by this section or under this Code generally.

Other Permitted Long Transactions.   The following categories of long transactions are permitted without preclearance; provided , however , that you must obtain written preclearance prior to effecting short transactions with respect to the following:

Transactions in securities that are not Covered Securities .

Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

Transactions in Covered Securities pursuant to an automatic investment plan, provided that such plan was approved by the Firm.

Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer.

Preclearance .   Preclearance may be requested on Form E .  Once obtained, preclearance is valid only for the day on which it is granted.  Accordingly, you may not place any “good until cancelled,” “limit” or “stop” order that does not expire on the day on which preclearance is granted.  The Compliance Officer may revoke a preclearance any time after it is granted and before you execute the transaction.  The Compliance Officer may deny or revoke preclearance for any reason.  

Initial Public Offerings and Private Placements Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any Covered Security in an initial public offering or a private placement except with the specific, advance written approval of the Compliance Officer , which the Compliance Officer may deny for any reason.  It is not anticipated that the Compliance Officer will grant any exceptions for investments in initial public offerings unless (a) the offering is part of the “demutualization” or similar transaction of a mutual bank, insurance company or similar issuer and your ability to participate is the direct result of your ownership of insurance policies or deposits issued or maintained by the issuer (provided that such policies or deposits were purchased or made reasonably in advance of the public announcement of such demutualization or similar transaction), and (b) the allocation of shares available for acquisition by you is based on your ownership of these policies or deposits.

Security Held or To Be Acquired by Registered Fund The Company Act imposes additional conditions on employees in light of the Firm’s role as sub-adviser to one or more Registered Funds , including that employees shall not, in connection with the purchase or sale, directly or indirectly, in respect of any “security held or to be acquired” by a Registered Fund : (1) employ any device, scheme or artifice to defraud the client; (2) make any untrue statement of a material fact to the client or omit to state a material fact necessary in order to make the statements made to the client, 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 client; or (4) engage in any manipulative practice with respect to the client. For purposes of the above prohibitions, a “security held or to be acquired” by a Registered Fund means (i) any Covered Security (or any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security ) that, within the most recent 15 days, is or has been held by the Registered Fund or is being or has been considered by the Registered Fund or the Firm for purchase by the Registered Fund .

Accordingly, it is not anticipated that the Compliance Officer will grant preclearance for you or any member of your Family/Household to acquire any Beneficial Ownership in any Covered Security that, to the best knowledge of the Firm, within the most recent 7 days, is or has been held by a Registered Fund or is being or has been considered by a Registered Fund or the Firm for purchase by the Registered Fund .

Prohibition on Short-Term Trading .   In addition to the restrictions on transactions in certain Covered Securities , neither you nor any member of your Family/Household may engage in any Short-Term Trading in any security, even if the security is not a Covered Security except for transactions in cash equivalents, including money market mutual funds, instruments held in bank or brokerage money market accounts and short-term fixed income instruments.

Transactions With or Involving Firm Clients .   Neither you nor any member of your Family/Household may directly or indirectly sell to or purchase from a Firm client any security or other property (other than investments in the interests or shares of the Firm’s private investment funds).  In addition, you and members of your Family/Household must refrain from knowingly engaging in any transaction (1) to which a Firm client is a party or (2) that affects the interests of a Firm client.


 

Confidentiality

All information obtained from any employee of the Firm under this Code normally will be kept in strict confidence by the Firm, except that reports of transactions and other information obtained under this Code may be made available to the Securities and Exchange Commission or any other regulatory or self‑regulatory organization or other civil or criminal authority to the extent required by law or regulation or to the extent considered appropriate by senior management of the Firm in light of all the circumstances.  In addition, in the event of violations or apparent violations of the Code, this information may be disclosed to affected Firm clients. 

Disclaimer of Beneficial Ownership

Any report you submit in accordance with this Code may contain a statement that the report will not be construed as an admission by you that you (or any member of your Family/Household ) have any direct or indirect Beneficial Ownership in any Covered Security to which the report relates.  The existence of any report will not by itself be construed as an admission that any event included in the report is a violation of this Code.

Notice of Code and Approval of Amendments

The Compliance Officer shall provide all employees with a copy of this Code (and all amendments).  The Compliance Officer shall ensure that any material amendment of the Code is approved by the board of each Registered Fund no later than six months after adoption.

Review of Reports

The Compliance Officer will review the information to be compiled under this Code in accordance with such review procedures as the Compliance Officer may from time to time determine to be appropriate in light of the purposes of this Code.  The Alternate Compliance Officer will perform such review with respect to information provided by the Compliance Officer

Waivers

The Compliance Officer may grant a written waiver from any of the substantive provisions of this Code if the Compliance Officer determines that the waiver (1) is justified to avoid undue hardship to the affected employee, (2) would not lead to any of the abuses or potential abuses that this Code is designed to prevent, and (3) would not violate any Federal Securities Laws .  Employees of the Firm should not expect waivers to be routinely granted and are discouraged from seeking waivers except in unusual circumstances.

Sanctions

Any violation of this Code will result in the imposition of such sanctions as the Firm may deem appropriate under the circumstances.  Sanctions include, but are not limited to, a warning, disgorgement of profits obtained in connection with a violation, the imposition of penalties, fines, cut in compensation, suspension, demotion, termination of employment or referral to civil or criminal authorities.

Review and Certification of Code

The Chief Compliance Officer will review the Code at least annually to determine the adequacy and effectiveness of its implementation. The review will address issues that arose during the previous year under the Code, including, but not limited to, information about material Code violations and sanctions imposed in response to those material violations.

In respect of any Registered Fund , the Chief Compliance Officer will furnish at least annually a written report to the Registered Fund ‘s board of directors (i) describing any issues arising under the Code since the last report to the board of directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations and (ii) certifying that the Firm has adopted procedures reasonably necessary to prevent employees from violating the Code.

Recordkeeping Requirements

The Firm will maintain and preserve:

A copy of this Code (and any prior code of ethics that was in effect at any time during the past five years) for a period of five years;

A record of any violation of this Code (and any prior code of ethics that was in effect at any time during the past five years) and of any action taken as a result of this violation for a period of five years following the end of the fiscal year in which the violation occurs;

A copy of each report (or computer printout), including initial employee certifications, initial and annual holdings reports, brokerage statements, and quarterly transaction reports, submitted under this Code for a period of five years; 

A list of all persons who are (or within the past five years were) required to make or required to review reports pursuant to this (or any prior) Code;

A copy of each report and certification required by Section III.G of this Code for a period of five years following the end of the fiscal year in which they were made; and

A written record of any decision, and the reasons supporting any decision, to approve the purchase by any employee of any security in an initial public offering or in a private placement.  Each record must be maintained for a period of five years following the end of the fiscal year in which the approval is granted.
Appendix A

Definitions

 

          These terms have special meanings in this Code:

 

Advisory Person

Beneficial Ownership

Compliance Officer

Covered Security

Family/Household

Federal Securities Laws

Registered Fund

Short-Term Trading

 

The special meanings of these terms as used in this Code are explained below.  Some of these terms (such as Beneficial Ownership ) are sometimes used in other contexts, not related to codes of ethics, where they have different meanings.  For example, Beneficial Ownership has a different meaning in this Code than it does in the SEC’s rules for proxy statement disclosure of corporate directors’ and officers’ stockholdings, or in determining whether an investor has to file Forms 13D or 13G with the SEC.

IMPORTANT:  If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Compliance Officer.  Do not just guess at the answer.

 

Advisory Person mean an individual who (i) obtains information regarding investment recommendations in Covered Securities made to a Registered Fund, AND (ii) either is a natural person in a control relationship with the Adviser, or is a director, officer, general partner or employee of the Adviser or a company in a control relationship to the Adviser who obtains such information in connection with his or her regular duties.

 

Alternate Compliance Officer has the meaning set forth below under “Compliance Officer.”

 

Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities.  Beneficial Ownership is a very broad concept.  Some examples of forms of Beneficial Ownership include:

 

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial or “street name” accounts.

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or “street name” account).

Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a “blind trust” or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account.  (Just putting securities into a discretionary account is not enough to remove them from a person’s Beneficial Ownership .  This is because, unless the arrangement is a “blind trust,” the owner of the account can still communicate with the manager about the account and potentially influence the manager’s investment decisions.)

Securities in a person’s individual retirement account.

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.

Securities owned by a trust of which the person is either a trustee or a beneficiary .

Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

 

This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code.  You should ask the Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.

Any report submitted by an employee in accordance with this Code may contain a statement that the report will not be construed as an admission by you that you (or a member of your Family/Household) have any Beneficial Ownership in any security to which the report relates.  The existence of any report will not by itself be construed as an admission that any event reported thereon constitutes a violation of this Code.

Compliance Officer means the person designated by the Firm to perform the functions of Compliance Officer or another person that the Firm designates to perform the functions of Compliance Officer when he is not available.  As of the date of this Code, the Firm has designated Jeff Kimmel as the Compliance Officer .  For purposes of reviewing the Compliance Officer ’s own transactions and reports under this Code, the functions of the Compliance Officer are performed by the Alternate Compliance Officer , who shall also serve as the Compliance Officer in the absence of the Compliance Officer .  As of the date of this Code, the Alternate Compliance Officer is John F. Brennan, Jr.

 

Covered Security means anything that is considered a “security” under the Investment Advisers Act of 1940.   This is a very broad definition of security that includes:

 

            Things you would ordinarily think of as “securities,” such as:

common stocks and preferred stocks;

bonds; and

exchange-traded options. 

 

            Things that you might not ordinarily think of as “securities,” such as:

options on securities, on indexes and on currencies;

warrants, futures and commodities;

investments in all kinds of limited partnerships and limited liability companies;

investments in foreign unit trusts and foreign mutual funds;

investments in private investment funds, hedge funds and investment clubs; and

for purposes of this Code, currencies. 

 

EXCEPT that Covered Security for purposes of this Code does not include:

shares of U.S. registered open-end investment companies (mutual funds), including open-end exchange-traded funds, other than mutual funds that are advised or sub-advised by the Firm, if any (i.e., Registered Funds)

direct obligations of the U.S. Government

Bankers’ acceptances, bank certificates of deposit

commercial paper

high quality short-term debt obligations

repurchase agreements

other money market instruments

municipal obligations and securities issued by agencies and instrumentalities of the U.S. Government

 

Explanatory Note:  Shares of open-end investment companies advised or sub-advised by the Firm, if any, and shares of investment companies or exchange traded funds that are organized as closed-end funds are Covered Securities

            If you have any question or doubt about whether an investment is considered a security or a Covered Security under this Code, ask the Compliance Officer .

 

Members of your Family/Household include:

 

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

Your children under the age of 18.

Your children who are 18 or older, only if they live in the same household as you or you contribute materially to their support.

Any of these people who live in your household:  your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

 

Explanatory Note : There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership .  First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person’s support.  Second, members of your household could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for client accounts, and must not be allowed to benefit from that information.

 

Federal Securities Laws mean the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Advisers Act of 1940, the Investment Company Act of 1940, Title V of the Gramm-Leach-Bliley Act, and any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment advisers and any rules adopted thereunder by the SEC or the Department of Treasury.

Managing Director means John F. Brennan, Jr.

Short-Term Trading means a purchase and sale transaction (or a short sale and cover transaction) in the same security, within a period of three months.  The amount of any such purchase and sale transaction (or a short sale and cover transaction) need not fully offset.

Registered Fund means a fund advised or sub-advised by the Firm that is registered as an investment company under the Investment Company Act of 1940.

 


Form A

 

Sirios Capital Management, L.P.

 

 

Initial

Code of Ethics and Inside Information

Acknowledgement and Certification

 

 

for

 

____________________________________

(Print Name)

 

 

Use this form to satisfy your initial acknowledgement and certification obligations under the Code of Ethics and Statement of Policy Against Insider Trading and Manipulative Practices.  Terms in boldface type have special meanings that are defined in the Code.

 

 

Acknowledgement and Certification – All Employees

 

I hereby acknowledge that I have received, read and understand the Code of Ethics and Statement of Policy Against Insider Trading and Manipulative Practices as in effect on the date hereof and that it is a term and condition of my employment to adhere the letter and spirit of the Code and Statement of Policy Against Insider Trading and Manipulative Practices provisions.  I certify that I will comply with the Code and the Insider Trading and Manipulative Practices provisions applicable to me and effective from the date of my becoming an employee.

I represent that I have reviewed the Code provisions and Statement Against Insider Trading and Manipulative Practices with applicable Family/Household members.

I certify to the best of my knowledge that the above information is complete and accurate.

_________________________         

Print Name     

_________________________                                  __________________

Signature                                                                     Date

SUBMIT THIS FORM TO THE COMPLIANCE OFFICER NO LATER THAN 10 CALENDAR DAYS AFTER BECOMING AN EMPLOYEE.

Form B

 

Sirios Capital Management, L.P.

 

 

Initial

Code of Ethics and Inside Information

Brokerage Account and Holdings

Disclosure Report

 

for

 

____________________________________

(Print Name)

 

 

Use this form to satisfy your initial brokerage account and holdings reporting obligations under the Code of Ethics and Statement of Policy Against Insider Trading and Manipulative Practices.  Terms in boldface type have special meanings that are defined in the Code.

 

Brokerage Account Disclosure  - All Employees

I had no brokerage accounts having securities in which I had a Beneficial Ownership on the date I became an employee.

I had no brokerage accounts having securities as to which I had direct or indirect investment control on the date I became an employee.

The following is a list of all accounts having securities in which I had Beneficial Ownership or direct or indirect investment control on the date I became an employee:

 

Account Number

Name(s) on
Account

Brokerage Firm

Date Established

Indicate one or both

 

Beneficial Ownership ("BO")

Investment Control ("IC")

Account Holds “Covered Securities”?
Y/N

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Attach additional sheets if necessary.)

For the accounts listed above containing Covered Securities , I have arranged through my broker-dealer to have duplicate confirmation and account statements provided to, and authorize access to these statements by, the Firm.

Securities Holdings Disclosure - All Employees

I did not have any Beneficial Ownership in any Covered Securities on the date I became an employee.

I did not have any direct or indirect investment control over any Covered Securities on the date I became an employee.

The following is a list of all Covered Securities in which I had a Beneficial Ownership or as to which I had direct or indirect investment control on the date [as of a date no more than 45 days before] I became an employee identified, in each case, by brokerage account:

 

Name of brokerage firm:

 

Account Number:

 

Name(s) on account:

 


 

Issuer and
Security Name

 

Ticker or
CUSIP

 

Number of Shares

Principal Amount /Market Value

Indicate

Beneficial Ownership
("BO")

Investment Control
("IC")

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Use one sheet per brokerage firm.  Attach additional sheets if necessary.)

You may also supply this information by attaching a copy of account statements containing all of the information required above.


Private Placements, Private Funds and Investment Clubs - All Employees

I did not have any holdings in Covered Securities issued in any private placement or issued by a private fund, nor did I participate in any investment clubs, in each case, on the date of my becoming an employee.

The following is a list of all holdings of Covered Securities issued in a private placement or issued by a private fund in which I had Beneficial Ownership or as to which I had direct or indirect investment control, in each case as of the date of my becoming an employee.

Company or
Fund Name

Amount Invested

Date of
Investment

Indicate one or both

Private
Placement

Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Attach additional sheets if necessary.)

The following is a list of investment clubs in which I participated on the date of my becoming an employee.

 

Club

Amount Invested

Date of First Participation

Role in Club

Name

 

 

 

 

 

 

 

 

 

 

 

 

 

(Attach additional sheets if necessary.)

Board Service - All Employees

I did not serve on the board of directors of any company on the date of my becoming an employee.

The following is a list of all company boards of directors on which I served on the date of my becoming an employee:

Company Name

Start Date

Compensation

Industry and Type of Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Attach additional sheets if necessary.)


I certify to the best of my knowledge that the above information is complete and accurate.

 

_________________________         

Print Name     

 

_________________________                                  __________________

Signature                                                                     Date

 

SUBMIT THIS FORM TO THE COMPLIANCE OFFICER NO LATER THAN 10 CALENDAR DAYS AFTER BECOMING AN EMPLOYEE.

 


Form D

 

Sirios Capital Management, L.P.

 

 

Quarterly Transaction Report

 

for

 

____________________________________

(Print Name)

 

for 

 

FOR THE QUARTER ENDING:    MARCH    JUNE    SEPTEMBER    DECEMBER, 200__

 

Use this form to satisfy your quarterly personal trade reporting obligations under the Code of Ethics and Statement of Policy Against Insider Trading.  Terms in boldface type have special meanings that are defined in the Code.

 

I, ____________________ (name) hereby reconfirm my acknowledgment and agreement and obligation to abide by the terms of the Code of Ethics and Statement of Policy Against Insider Trading of the Firm and that it is a term and condition of my employment to adhere to the letter and spirit of the Code and Statement of Policy Against Insider Trading.   I understand that my failure to comply with the Code shall be cause for sanctions, including possible termination.

I understand that the Code, together with federal securities laws and regulations, require that each employee report, within 30 calendar days after the end of each calendar quarter, any acquisition or disposition of a Covered Security in any securities accounts of which the employee has any direct or indirect Beneficial Ownership , including applicable Family/Household members.

Transactions do not need to be reported for:

shares of registered open-end investment companies (mutual funds), including open-end exchange-traded funds, other than mutual funds that are advised or subadvised by the Firm, if any

direct obligations of the U.S. Government

Bankers’ acceptances, bank certificates of deposit

commercial paper

high quality short-term debt obligations

repurchase agreements

other money market instruments

municipal obligations and securities issued by agencies and instrumentalities of the U.S. Government

 

       YES , I have had securities transactions (as described above) during the past quarter as reported on:

       the attached quarterly trading disclosure report

       the attached brokerage statements

       confirmations and/or statements sent directly by my broker-dealer or custodian

       NO , I have not had any securities transaction(s) (as described above) during the past quarter.

_____________________________________________________________________________

I certify to the best of my knowledge that the above information is complete and accurate.

 

                                                           

Print Name

 

                                                                                                                          

Signature                                                                     Date

 

SUBMIT THIS FORM TO THE COMPLIANCE OFFICER NO LATER THAN 30 Calendar DAYS AFTER the end of the calendar quarter.

 

For Compliance Use Only

 

__________________________________
Name of Reviewer

 

____________________________
Review Date

 


CONFIDENTIAL

QUARTERLY TRADING DISCLOSURE REPORT

Date

Purchase/Sale/Gift

Issuer and Security Name

Ticker or CUSIP

Number of Shares

Unit Price or interest rate and maturity date

Market Value/ Principal Amount

Broker or Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Sirios Capital Management, L.P.

 

Preclearance Request Form for Sales of Existing Securities

Use this form to request preclearance before investing in a Covered Security requiring preclearance under the Code of Ethics.  Terms in boldface type have special meanings that are defined in the Code.  The Firm may request additional information prior to granting or denying preclearance.

Name of Person Requesting Preclearance:
(the “ Requesting Person ”)

 

If investing person is not the Requesting Person , describe the investing person (including relation to Requesting Person and, if an entity, ownership):

 

Dollar Amount of Proposed Trade

Proposed Trade Date

Buy/Sell

Ticker Symbol of Proposed Trade

Name of Issuer of Proposed Trade

Executing Broker

1.

 

 

 

 

 

2.

 

 

 

 

 

Include any other pertinent information
regarding the Proposed Trade:

Certification

With respect to each Proposed Trade, I represent that:

  • I do not anticipate any potential conflict of interest as a result of the Proposed Trade;
  • I am not aware that a client account of the Firm has purchased or sold the security within the past 7 days;
  • I am not aware of any other information concerning the Proposed Trade that would be important in the Firm’s evaluation of this preclearance request that has not already been disclosed; and
  • I understand that, if approval is granted, such approval is valid only for the day on which it is granted.

 

Your signature below certifies that all information above is true and correct to the best of your knowledge.

 

This Form may be submitted either in writing or via e-mail to the Compliance Officer .  If submitted via e-mail, you certify that your electronic transmission represents your certification.


In writing:                                                        
                   Signature


                                                                       
Print Name


Via e-mail:                                                       
                   Type Name


                                                                       
Date of Transmission

Do Not Write Below This Line - For Compliance Use Only

 


Approved?     Yes      No

Final Decision Date:

Signature of Compliance Officer:

 

           

 

 

Under the Investment Advisers Act of 1940, “security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral trust certificate, preorganization certificate of 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, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

For purposes of Part I of this form, Beneficial Ownership is to be determined with respect to all securities, not simply Covered Securities .

 

 


 

 

 

 

 

 

 

 

 

 

 

Wellington Management Code of Ethics

 

 

 

Personal Investing

 

Gifts and Entertainment

 

Outside Activities

 

Client Confidentiality

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


  1 August 2013                                                                                                             
A Message From Our CEO

 

Wellington Management’s reputation is our most valuable asset, and it is built on trust – trust that we will always put our clients’ interests first and that our actions will fully meet our obligations as fiduciaries for our clients.

 

Our personnel around the world play a critical role in ensuring that we continue to earn this trust. We must all adhere to the highest standards of professional and ethical conduct. We must be sensitive to situations that may give rise to an actual conflict or the appearance of a conflict with our clients’ interests, or have the potential to cause damage to the firm’s reputation. To this end, each of us must act with integrity, honesty, and dignity.

 

We must all remain vigilant in protecting the interests of our clients before our own, as reflected in our guiding principle: “client, firm, self.” If our standards slip or our focus wanes, we risk the loss of everything we have worked so hard to build together over the years.

 

Please take the time to read this Code of Ethics, learn the rules, and determine what you need to do to comply with them and continue to build on our clients’ trust and confidence in Wellington Management.

 

Sincerely,

 

Perry M. Traquina

Chairman and Chief Executive Officer

 

 

 

“The reputation of a thousand years may be determined by the conduct of one hour.”

                                                                                                             – Ancient proverb

 


Table of Contents

Standards of Conduct                                                                                               4

Who Is Subject to the Code of Ethics?                                                                      4

Personal Investing                                                                                                     5

      Which Types of Investments and Related Activities Are Prohibited?              5

      Which Investment Accounts Must Be Reported?                                              5

      What Are the Reporting Responsibilities for All Personnel?                             7

      What Are the Preclearance Responsibilities for All Personnel?                        8

      What Are the Additional Requirements for Investment Professionals?                       9

Gifts and Entertainment                                                                                            10

Outside Activities                                                                                                      11

Client Confidentiality                                                                                                12

How We Enforce Our Code of Ethics                                                                       12

Closing                                                                                                                        12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Before You Get Started: Accessing the Code of Ethics System

The Code of Ethics System is accessible through the Intranet under Applications or direct access: https://wellmanage.ptaconnect.com/pta/pages/logon.jsp.


Standards of Conduct

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.

 

1

We act as fiduciaries to our clients. Each of us must put our clients’ interests above our own and must not take advantage of our management of clients’ assets for our own benefit. Our firm’s policies and procedures implement these principles with respect to our conduct of the firm’s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients. 

 

2

We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the Council of Europe’s Criminal Law Convention on Corruption. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.

 

Who Is Subject to the Code of Ethics?

Our Code of Ethics applies to all partners and employees of Wellington Management Company, LLP, and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by our Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

 

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

 

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

 

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

 

General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).


Personal Investing

As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.

 

Which Types of Investments and Related Activities Are Prohibited?

Our Code of Ethics prohibits the following personal investments and investment-related activities:

• Purchasing or selling the following:

   – Initial public offerings (IPOs) of any securities

   – Securities of an issuer being bought or sold on behalf of clients until one trading day after such        buying or selling is completed or canceled

   – Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action          recommendation from a global industry research or fixed income credit analyst until two                    business days following issuance or reissuance of the recommendation

   – Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting

   – Securities that are the subject of a firmwide restriction

   – Single-stock futures

   – Options with an expiration date that is within 60 calendar days of the transaction date

   – HOLDRS (HOLding Company Depositary ReceiptS)

   – Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client      trades

   – Securities of any securities market or exchange on which the firm trades on behalf of clients

• Effective 1 September 2013, purchasing an equity security if your aggregate ownership of the equity security exceeds 0.5% of the total shares outstanding of the issuer

• Taking a profit from any trading activity within a 60 calendar day window (see box for more detail)

• Using a derivative instrument to circumvent a restriction in the Code of Ethics

 

Short-Term Trading

You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code’s preclearance requirements. 

 

Which Investment Accounts Must Be Reported?

You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household, and that holds or is capable of holding any of the following covered investments:

• Shares of stocks, ADRs, or other equity securities (including any security convertible into equity       securities)

• Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany,         Italy, Japan, the United Kingdom, or the United States, as well as bankers’ acceptances, CDs,           commercial paper, and high-quality, short-term debt instruments)

• Interest in a variable annuity product in which the underlying assets are held in a subaccount         managed by Wellington Management

• Shares of exchange-traded funds (ETFs)

• Shares of closed-end funds

• Options on securities

• Securities futures

• Interest in private placement securities (other than Wellington Management Sponsored Products)

• Shares of funds managed by Wellington Management (other than money market funds)

 

Please see Appendix A for a detailed summary of reporting requirements by security type.

 

Web Resource: Wellington-Managed Fund List 

An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds' rules on short-term trading of fund shares.

 

For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

 

Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.

 

Still Not Sure? Contact Us

If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

 

Accounts Not Requiring Reporting

You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:

• Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-     sponsored retirement or benefit plans identified by the Ethics Committee

• Accounts maintained directly with Wellington Trust Company or other Wellington Management    Sponsored Products

 

Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.

 

Managed Account Exemptions

An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics’ personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.

 

Web Resource: Managed Account Letter

To request a managed account exemption, complete the Managed Account Letter available through the Code of Ethics System under Documents.

 

What Are the Reporting Responsibilities for All Personnel?

 

Initial and Annual Holdings Reports

You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter. 

 

For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

 

For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

 

At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

 

Non-volitional transactions include:

• Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan            acquisitions

• Transactions that result from corporate actions applicable to all similar security holders (such as                 splits, tender offers, mergers, and stock dividends)

 

Duplicate Statements and Trade Confirmations

For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 9.

 

Web Resource: How to File Reports on the Code of Ethics System

Required reports must be filed electronically via the Code of Ethics System. Please see the Code of Ethics System’s homepage for more details.

 

Quarterly Transactions Reports

You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

 

What Are the Preclearance Responsibilities for All Personnel?

 

Preclearance of Publicly Traded Securities

You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A . Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

 

Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

 

If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team. 

 

Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

 

Web Resource: How to File a Preclearance Request

Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.

 

Caution on Short Sales, Margin Transactions, and Options

You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.

 

Preclearance of Private Placement Securities

You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:

• an investment in the securities is likely to result in future conflicts with client accounts (e.g., upon   a future public offering), and

• you are being offered the opportunity due to your employment at or association with Wellington    Management.

 

If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.

 

To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products ), including collective investment funds and common trust funds maintained by Wellington Trust Company, NA, our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form. 

 

Web Resource: Private Placement Approval Form

To request approval for a private placement, complete the Private Placement Approval Form available through the Code of Ethics System under Documents.

 

Requests for Exceptions to Preclearance Denial, Other Trading Restrictions, and Certain Reporting Requirements

The Chief Compliance Officer may grant an exception from preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception to these restrictions, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.

 

What Are the Additional Requirements for Investment Professionals?

If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio managers, backup portfolio managers, investment team members), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients’ interests first whenever you transact in securities that are also held in client accounts you manage.

 

 

The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.

 

Investment Professional Blackout Periods – You cannot buy or sell a security for a period of seven calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. Effective 1 September 2013, you cannot buy or sell a security for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, effective 1 September 2014, you may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.  If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior seven (or 14) days should never prevent you from buying or selling a security in a client account if the trade would be in the client’s best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the seven (or 14) calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team (by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 [x68330]) or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.

Short Sales by an Investment Professional – An investment professional may not personally
   take a short position in a security of an issuer in which he or she holds a long position in a client      account.

 

Gifts and Entertainment

Our guiding principle of “client, firm, self” also governs the receipt of gifts and entertainment from clients, consultants, brokers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

 

Accepting Gifts – You may only accept gifts of nominal value, which include promotional items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent. You may not accept a gift of cash, including a cash equivalent such as a gift certificate or a security, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

 

Accepting Entertainment Opportunities – The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, brokers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent, and you may participate only if:

 

1

a representative of the hosting organization is present,

 

2

the primary purpose of the event is to discuss business or to build a business relationship, and

 

3

the opportunity meets the additional requirements below.

 

Lodging and Air Travel – You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management’s travel manager.

 

Additional Reimbursement Requirements – You must receive prior approval from your business manager and reimburse the host for the full face value of any entertainment ticket(s) if:

• the entertainment opportunity requires a ticket with a face value of more than US$200 or the local
   equivalent, or is a high-profile event (e.g., a major sporting event),

• you wish to accept more than one ticket, or

• the host has invited numerous Wellington Management representatives.

 

Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

 

Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present . Whenever possible, you should arrange for any required reimbursement prior to attending an entertainment event.

 

Soliciting Gifts, Entertainment Opportunities, or Contributions – In your capacity as a partner or employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.

    

Sourcing Entertainment Opportunities – You may not request tickets to entertainment events from the firm’s Trading department or any other Wellington Management department, partner, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business. 

 

Outside Activities

While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients’ interests. As a result, all significant outside business or charitable activities (e.g., directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.

 

Officers of the firm can only seek additional employment outside of Wellington Management with the prior written approval of the Human Resources department. All new employees are required to disclose any outside employment to the Human Resources department upon joining the firm.

 


Client Confidentiality

Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.

 

How We Enforce Our Code of Ethics

Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

 

It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

 

Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:

• a warning

• referral to your business manager, senior management, and/or the Managing Partners

• reversal of a trade or the return of a gift

• disgorgement of profits or of the value of a gift

• a limitation or restriction on personal investing

• a fine

• termination of employment

• referral to civil or criminal authorities

 

If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.

 

Closing

As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember “client, firm, self” is our most fundamental guiding principle.


Appendix A – Part 1

No Preclearance or Reporting Required:

• Open-end investment funds not managed by Wellington Management 1

• Interests in a variable annuity product in which the underlying assets are held in a fund not
   managed by Wellington Management

• Direct obligations of the US< government (including obligations issued by GNMA and PEFCO) or     the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom

• Cash

• Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or      their equivalents 2

• Bankers’ acceptances, CDs, commercial paper

• Wellington Trust Company Pools

• Wellington Sponsored Hedge Funds

• Securities futures and options on direct obligations of the US government or the governments of      Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives

• Options, forwards, and futures on commodities and foreign exchange, and associated           derivatives

• Transactions in approved managed accounts

 

Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):

• Open-end investment funds managed by Wellington Management 1 (other than money market         funds)

• Interests in a variable annuity or insurance product in which the underlying assets are held in a      fund managed by Wellington Management

• Futures and options on securities indices

• ETFs listed in Appendix A – Part 2 and derivatives on these securities

• Gifts of securities to you or a reportable account

• Gifts of securities from you or a reportable account

• Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend             reinvestments, etc.)

 

Preclearance and Reporting of Securities Transactions Required:

• Bonds and notes (other than direct obligations of the US government or the governments of             Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers’ acceptances,          CDs, commercial paper, and high-quality, short-term debt instruments)

• Stock (common and preferred) or other equity securities, including any security convertible into      equity securities

• Closed-end funds

• ETFs not listed in Appendix A – Part 2

• American Depositary Receipts

• Options on securities (but not their non-volitional exercise or expiration)

• Warrants

• Rights

• Unit investment trusts

 


Prohibited Investments and Activities:

• Initial public offerings (IPOs) of any securities

• HOLDRS (HOLding Company Depositary ReceiptS)

• Single-stock futures

• Options expiring within 60 days of purchase

• Securities being bought or sold on behalf of clients until one trading day after such buying or           selling is completed or canceled

• Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action    recommendation from a global industry research or fixed income credit analyst until two     business days following issuance or reissuance of the recommendation

• Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting

• Securities on the firmwide restricted list

• Profiting from any short-term (i.e., within 60 days) trading activity

• Securities of broker/dealers or their affiliates with which the firm conducts business

• Securities of any securities market or exchange on which the firm trades

• Using a derivative instrument to circumvent the requirements of the Code of Ethics

 


Appendix A – Part 2

ETFs Approved for Personal Trading Without Preclearance (but Requiring Reporting)

Country in category title indicates location of listing exchange.

 

This is a partial list. The complete and up-to-date list is available on the Code of Ethics System on the Intranet.

 

Ticker

Name

United States: Equity

AAXJ

iShares MSCI All COUNTRY ASIA

ACWI

iShares MSCI ACWI Index Fund

BRF

Market Vectors Brazil Small-CA

DIA

DIAMONDS Trust SERIES I

DVY

iShares DJ Select Dividend

ECH

iShares MSCI Chile Investable

EEB

Claymore/BNY BRIC ETF

EEM

iShares MSCI EMERGING MKT IN

EFA

iShares MSCI EAFE INDEX FUND

EFG

iShares MSCI EAFE GROWTH INX

EFV

iShares MSCI EAFE VALUE INX

EPI

Wisdomtree India Earnings Fund

EPP

iShares MSCI PACIFIC EX JPN

EWA

iShares MSCI AUSTRALIA INDEX

EWC

iShares MSCI CANADA

EWG

iShares MSCI GERMANY INDEX

EWH

iShares MSCI HONG KONG INDEX

EWJ

iShares MSCI JAPAN INDEX FD

EWM

iShares MSCI MALAYSIA

EWS

iShares MSCI SINGAPORE

EWT

iShares MSCI TAIWAN INDEX FD

EWU

iShares MSCI UNITED KINGDOM

EWY

iShares MSCI SOUTH KOREA IND

EZU

iShares MSCI EMU

FXI

iShares FTSE/XINHUA CHINA 25

GDX

Market Vectors Gold Miners

GDXJ

Market Vectors Gold Miners Min

IBB

iShares NASDAQ BIOTECH INDX

ICF

iShares COHEN & STEERS RLTY

IEV

iShares S&P EUROPE 350

IGE

iShares GOLDMAN SACHS NAT RE

IJH

iShares S&P Midcap 400

IJJ

iShares S&P Midcap 400/VALUE

IJK

iShares S&P Midcap 400/GRWTH

IJR

iShares S&P SmallCap 600

IJS

iShares S&P SmallCap 600/VAL

IJT

iShares S&P SmallCap 600/GRO

ILF

iShares S&P Latin Amer 40 IDX

INP

iPath MSCI India Index ETN

IOO

iShares S&P GLOBAL 100

IVE

iShares S&P 500 VALUE INDEX

IVV

iShares S&P 500 INDEX FUND

IVW

iShares S&P 500 GROWTH INDEX

IWB

iShares Russell 1000 INDEX

IWD

iShares Russell 1000 VALUE

IWF

iShares Russell 1000 GROWTH

IWM

iShares Russell 2000

IWN

iShares Russell 2000 VALUE

IWO

iShares Russell 2000 GROWTH

IWP

iShares Russell Midcap GRWTH

IWR

iShares Russell Midcap INDEX

IWS

iShares Russell Midcap VALUE

IWV

iShares Russell 3000 INDEX

IXC

iShares S&P GLBL ENERGY SECT

IYR

iShares DJ US REAL ESTATE

IYW

iShares DJ US TECHNOLOGY SEC

MDY

Midcap SPDR Trust SERIES 1

MOO

Market Vectors AGRIBUSINESS

OEF

iShares S&P 100 INDEX FUND

PBW

PowerShares WILDERHILL CLEAN ENERGY

PFF

iShares S&P PREF STK INDX FN

PGX

Powershares Preferred Portfolio

PHO

PowerSharesGLOBAL WATER

QID

ProShares UltraShort QQQ

QLD

ProShares Ultra QQQ

QQQ

PowerShares QQQ

RSP

Rydex S&P EQUAL WEIGHT ETF

RSX

Market Vectors RUSSIA ETF

RWM

ProShares Short Russell 2000

RWR

DJ Wilshire REIT ETF

RWX

SPDR DJ WILS INTL RE

SCZ

iShares MSCI EAFE Small Cap In

SDS

ProShares UltraShort S&P500

SDY

SPDR Divident ETF

SH

ProShares Short S&P500

SKF

ProShares UltraShort FINANCIALS

SPY

SPDR Trust SERIES 1

SRS

UltraShort REAL ESTATE ProShares

SSO

ProShares Ultra S&P500

TWM

UltraShort Russell2000 ProShares

UWM

ProShares Ultra Russell2000

UYG

ProShares Ultra FINANCIALS

VB

Vanguard SMALL-CAP ETF

VBK

Vanguard SMALL-CAP GRWTH ETF

VBR

Vanguard SMALL-CAP VALUE ETF

VEA

Vanguard EUROPE PACIFIC ETF

VEU

Vanguard FTSE ALL-WORLD EX-U

VGK

Vanguard EUROPEAN ETF

VIG

Vanguard DIVIDEND APPREC ETF

VNQ

Vanguard REIT ETF

VO

Vanguard MID-CAP ETF

VPL

Vanguard PACIFIC ETF

VTI

Vanguard TOTAL STOCK MKT ETF

VTV

Vanguard VALUE ETF

VUG

Vanguard GROWTH ETF

VV

Vanguard LARGE-CAP ETF

VWO

Vanguard EMERGING MARKET ETF

VXX

iPath S&P 500 VIX

XLB

MATERIALS Select SECTOR SPDR

XLE

ENERGY Select SECTOR SPDR

XLF

FINANCIAL Select SECTOR SPDR

XLI

INDUSTRIAL Select SECT SPDR

XLK

TECHNOLOGY Select SECT SPDR

XLP

CONSUMER STAPLES SPDR

XLU

UTILITIES Select SECTOR SPDR

XLV

HEALTH CARE Select SECTOR

XLY

CONSUMER DISCRETIONARY Select SPDR

XME

SPDR S&P Metals & Mining ETF

XOP

S&P Oil & Gas Expland Prod

 

United States: Fixed Income

AGG

iShares Lehman AGG BOND FUND

BIV

Vanguard Intermediate-Term Bon

BSV

Vanguard Total Bond Market

BOND

PIMCO Total Return Bond ETF

BSV

Vanguard Short-Term Bond ETF

BWX

SPDR barclays Int Trea Bnd ETF

BZF

Wisdomtree Brazilian Real Fund

CYB

Wisdomtree Dreyfus China Yuan Fund

ELD

Wisdomtree Emerging Markets Bond ETF

EMB

JPM Emerging Markets Bond ETF

HYG

iShares IBOXX H/Y CORP BOND

IEF

iShares Lehman 7-10YR TREAS

IEI

iShares Lehman 3-7 YEAR TREASURY

JNK

SPDR Barclays Capital High Yield Bond ETF

LQD

iShares GS$ INVESTOP CORP BD

MBB

iShares MBS Bond Fund

MUB

iShares S&P National Municipal Bond Fund

PCY

Powershares EM MAR SOV DE PT

PST

ProShares UltraShort Lehman 7-10 Year Treasury

SHY

iShares Lehman 1-3YR TRS BD

TBF

ProShares Short 20+ Treasury

TBT

UltraShort Lehman 20+ Year Treasury ProShares

TIP

iShares Lehman TRES INF PR S

TLT

iShares Lehman 20+ YR TREAS

VCSH

Vanguard Short-Term Corporate

 

United States: Commodity Trusts and ETNs

AMJ

JPMorgan Alerian MLP Index ETN

CORN

Corn ETF

COW

iPath DJ-AIG Livestock TR Sub-Index

DBA

Powershares DB Agriculture Fund

DBB

Powershares DB Base Metals Fund

DBC

Powershares DB Commodity Index

DBE

Powershares DB Energy Fund

DBO

Powershares DB Oil Fund

DBP

Powershares DB Precious Metals Fund

DGZ

Powershares DB Gold Short ETN

DJP

iPath Dow Jones - AIG Commodity

DNO

Unicted States Short Oil Fund L

GAZ

iPath DJ-AIG Natural Gas TR Sub-Index

GLD

StreetTRACKS Gold Fund

GLL

UltraShort Gold

GSG

iShares S&P GSCI Commodity Index

JJA

iPath DJ-AIG Agriculture TR Sub-Index

JJC

iPath DJ-AIG Copper TR Sub-Index

JJE

iPath DJ-AIG Energy TR Sub-Index

JJG

iPath DJ-AIG Grains TR Sub-Index

JJM

iPath DJ-AIG Industrial Metals TR Sub-Index

JJN

iPath DJ-AIG Nickel TR Sub-Index

JJS

iPath DJ-AIG Softs TR Sub-Index

JJU

iPath DJ-AIG Aluminum TR Sub-Index

SGG

iPath DJ-UBS Sugar Subindex TR

SLV

iShares Silver Trust

UCO

Ultra DJ-AIG Crude Oil

UGA

United States Gasoline Fund

UGL

Ultra Gold

UHN

United States Heating Oil Fund

UNG

United States Natural Gas Fund

USO

United States Oil Fund

ZSL

UltraShort Silver

 

United States: Currency Trusts

DBV

Powershares DB G10 Currency Harvest Fund

EUO

UltraShort Euro

FXA

Australian Dollar

FXB

British Pound

FXC

Canadian Dollar

FXE

Euro

FXF

Swiss Franc

FXM

Mexican Peso

FXS

Swedish Krona

FXY

Japanese Yen

UDN

Powershares DB US Dollar Bearish Fund

UUP

Powershares DB US Dollar Bullish Fund

YCS

UltraShort Yen

 

Australia: Equity

STW.AX

S&P/ASX 200 Index

 

England: Equity

EUN LN

iShares DJ STOXX 50

IEEM LN

iShares MSCI EMERGING MKTS

FXC LN

iShares FTSE/XINHUA CHINA 25

IJPN LN

iShares MSCI JAPAN FUND

ISF LN

iShares PLC-ISHARES FTSE 100

IUSA LN

iShares S&P 500 INDEX FUND

IWRD LN

iShares MSCI WORLD

 

England: Fixed Income

IEBC LN

iShares Barclays Capital Euro

Hong Kong: Equity

2800 HK

TRACKER FUND OF HONG KONG

2823 HK

iShares A50 CHINA TRACKER

2827 HK

WISE - CSI 300 CHINA TRACKER

2828 HK

HANG SENG H-SHARE IDX ETF

2833 HK

HANG SENG INDEX ETF

 

This appendix is current as of April 1, 2010, and may be amended at the discretion of the Ethics Committee.

A list of funds advised or subadvised by Wellington Management (“Wellington-Managed Funds”) is available online via the Code of    Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed                Fund.

If the instrument is unrated, it must be of equivalent duration and comparable quality.

 

  This appendix is current as of 22 October 2012, and may be amended at the discretion of the Ethics Committee.