AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2017
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. 545[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 546 [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 proposed that this filing will become effective: (check appropriate box) |
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immediately upon filing pursuant to paragraph (b) |
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on October 1, 2017 pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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on [] pursuant to paragraph (a)(1) |
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75 days after filing pursuant to paragraph (a)(2) |
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on [] pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following box: |
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment |
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Explanatory Note: This Post-Effective Amendment No. 545 to the Registration Statement of Wells Fargo Funds Trust (the "Trust") is being filed primarily to add the audited financial statements and certain related financial information for the fiscal period ended May 31, 2017, for the Wells Fargo Allocation Funds, and to make certain other non-material changes to the Registration Statement.
WELLS FARGO FUNDS TRUST
PART A
WELLS FARGO ALLOCATION FUNDS
PROSPECTUS
Prospectus
October 1, 2017
Allocation Funds
Wells Fargo Fund
Administrator Class
Wells Fargo Growth Balanced Fund
NVGBX
Wells Fargo Moderate Balanced Fund
NVMBX
As with all mutual funds, the U.S. Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Anyone who tells you otherwise is committing a crime.
Fund shares are NOT deposits or other obligations of, or guaranteed by, Wells Fargo Bank, N.A., its affiliates or any other depository institution. Fund shares are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation or any other government agency and may lose value.
Table of Contents
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Growth Balanced Fund Summary
The Fund seeks total return, consisting of capital appreciation and current income.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.30% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
0.46% |
Acquired Fund Fees and Expenses |
0.50% |
Total Annual Fund Operating Expenses |
1.26% |
Fee Waivers |
(0.31)% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
0.95% |
1. |
The Manager has contractually committed through September 30, 2018, to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waivers at the amount shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses from funds in which the master portfolios invest, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolios are included in the expense 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 fees and expenses remain the same as in the tables above. To the extent that the Manager is waiving fees or reimbursing expenses, the example assumes that such waiver or reimbursement will only be in place through the date noted above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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After: |
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1 Year |
$97 |
3 Years |
$369 |
5 Years |
$662 |
10 Years |
$1,495 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 114 % of the average value of its portfolio.
Principal Investment Strategies
We seek to achieve the Fund's investment objective by allocating up to 75% of its assets to equity securities and up to 45% of its assets to fixed income securities.
The Fund's "neutral" allocation is as follows:
65% of the Fund's total assets in stock funds; and
35% of the Fund's total assets in bond funds.
The Fund is a fund-of-funds that invests in various affiliated mutual funds employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund's broad diversification may help to reduce the overall impact of any one asset class underperforming, but may also limit upside potential. The Fund may invest in Wells Fargo Master Portfolios, in other Wells Fargo Funds, or directly in securities. We may adjust the Fund's effective allocation throughout the year.
The equity portion of the Fund blends multiple investment styles in an attempt to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. Equity holdings are diversified across U.S. large company, U.S. small company, international developed and emerging market stocks.
The fixed income portion of the Fund employs a variety of investment styles, intended in the aggregate to reduce price and return volatility, and deliver more consistent returns. The Fund's fixed income portion may invest in U.S. investment grade bonds, below investment grade (high yield) bonds, inflation protected bonds, and foreign issues.
In addition, certain of the fixed income and equity master portfolios in which the Fund may invest may employ a variety of derivative instruments such as futures, options and swap agreements. To the extent that one or more master portfolios is invested in such derivatives, the Fund will be exposed to the risks associated with such investments.
The Fund will incorporate a Tactical Asset Allocation (TAA) Overlay strategy which invests in long and/or short positions in exchange-traded futures contracts across a variety of asset classes, which include, but are not limited to, stocks, bonds, and currencies. The TAA Overlay strategy seeks to improve the Fund's risk/return profile through the tactical use of futures contracts. The TAA Overlay uses qualitative and quantitative inputs to guide equity and fixed income exposures in the Fund. Dependent upon market conditions, the TAA Overlay may increase or decrease exposures to a given asset class.
As part of managing the Fund's level of risk, both in absolute terms and relative to its benchmark, we may make changes to the allocations among investment styles at any time. We may use cash flows or effect transactions to accomplish these changes.
The following table provides the Fund's neutral allocation and target ranges.
Asset Class |
|
Neutral Position |
Range 1 |
Stock Funds |
|
65% |
55% to 75% |
Bond Funds |
|
35% |
25% to 45% |
Tactical Asset Allocation Overlay (TAA) |
|
0% |
-10% to 10% |
1. |
Negative values represent short positions in futures contracts that may be taken using the applicable overlay strategy. |
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.
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 portfolio manager 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.
Foreign Currency Contracts Risk . A Fund that enters into forwards or other foreign currency contracts, which are a type of derivative, is subject to the risk that the portfolio manager may be incorrect in his or her 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 may 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.
Growth/Value Investing Risk. Securities that exhibit growth or value characteristics tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions.
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.
Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund's manager or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, may cause 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.
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.
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.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's website at wellsfargofunds.com.
Calendar Year Total Returns for Administrator Class as of 12/31 each year
Highest Quarter:
2nd Quarter 2009
+15.48%
Lowest Quarter:
4th Quarter 2008
-20.66%
Year-to-date total return as of 6/30/2017 is +7.84%
1. |
Source: Wells Fargo Funds Management, LLC. The Growth Balanced Blended Index is weighted 35% in the Bloomberg Barclays U.S. Aggregate Bond Index, 16.25% in the Russell 1000® Growth Index, 16.25% in the Russell 1000® Value Index, 16.25% in the S&P 500 Index, 9.75% in the MSCI EAFE Index (Net) and 6.50% in the Russell 2000® Index. You cannot invest directly in an index.
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
Manager |
Portfolio Manager, Title/Managed Since |
|
Wells Fargo Funds Management, LLC |
Thomas C. Biwer, CFA,
Portfolio Manager/2005
|
Sub-Adviser |
Portfolio Manager, Title/Managed Since |
|
Wells Capital Management Incorporated |
Kandarp R. Acharya, CFA, FRM,
Portfolio Manager / 2013
|
Purchase and Sale of Fund Shares
Administrator Class shares are generally available through 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 online or by mail, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Intermediaries
If you purchase a Fund through an intermediary, 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 intermediary and your financial professional to recommend the Fund over another investment. Consult your financial professional or visit your intermediary's website for more information.
Moderate Balanced Fund Summary
The Fund seeks total return, consisting of current income and capital appreciation.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.30% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
0.48% |
Acquired Fund Fees and Expenses |
0.46% |
Total Annual Fund Operating Expenses |
1.24% |
Fee Waivers |
(0.34)% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
0.90% |
1. |
The Manager has contractually committed through September 30, 2018, to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waivers at the amount shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses from funds in which the master portfolios invest, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolios are included in the expense 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 fees and expenses remain the same as in the tables above. To the extent that the Manager is waiving fees or reimbursing expenses, the example assumes that such waiver or reimbursement will only be in place through the date noted above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
1 Year |
$92 |
3 Years |
$360 |
5 Years |
$648 |
10 Years |
$1,470 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 114 % of the average value of its portfolio.
Principal Investment Strategies
We seek to achieve the Fund's investment objective by allocating up to 50% of its assets to equity securities and up to 70% of its assets to fixed income securities.
The Fund's "neutral" allocation is as follows:
60% of the Fund's total assets in bond funds; and
40% of the Fund's total assets in stock funds.
The Fund is a fund-of-funds that invests in various affiliated mutual funds employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund's broad diversification may help to reduce the overall impact of any one asset class underperforming, but may also limit upside potential. The Fund may invest in Wells Fargo Master Portfolios, in other Wells Fargo Funds, or directly in securities. We may adjust the Fund's effective allocation throughout the year.
The fixed income portion of the Fund employs a variety of investment styles, intended in the aggregate to reduce price and return volatility, and deliver more consistent returns. The Fund's fixed income portion may invest in U.S. investment grade bonds, below investment grade (high yield) bonds, inflation protected bonds, and foreign issues.
The equity portion of the Fund blends multiple investment styles in an attempt to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. Equity holdings are diversified across U.S. large company, U.S. small company, international developed and emerging market stocks.
In addition, certain of the fixed income and equity master portfolios in which the Fund invests may employ a variety of derivative instruments such as futures, options and swap agreements. To the extent that one or more master portfolios is invested in such derivatives, the Fund will be exposed to the risks associated with such investments.
The Fund will incorporate a Tactical Asset Allocation (TAA) Overlay strategy which invests in long and/or short positions in exchange-traded futures contracts across a variety of asset classes, which include, but are not limited to, stocks, bonds, and currencies. The TAA Overlay strategy seeks to improve the Fund's risk/return profile through the tactical use of futures contracts. The TAA Overlay uses qualitative and quantitative inputs to guide equity and fixed income exposures in the Fund. Dependent upon market conditions, the TAA Overlay may increase or decrease exposures to a given asset class.
As part of managing the Fund's level of risk, both in absolute terms and relative to its benchmark, we may make changes to the allocations among investment styles at any time. We may use cash flows or effect transactions to accomplish these changes.
The following table provides the Fund's neutral allocation and target ranges.
Asset Class |
|
Neutral Position |
Range 1 |
Bond Funds |
|
60% |
50% to 70% |
Stock Funds |
|
40% |
30% to 50% |
Tactical Asset Allocation Overlay (TAA) |
|
0% |
-10% to 10% |
1. |
Negative values represent short positions in futures contracts that may be taken using the applicable overlay strategy. |
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.
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 portfolio manager 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.
Foreign Currency Contracts Risk . A Fund that enters into forwards or other foreign currency contracts, which are a type of derivative, is subject to the risk that the portfolio manager may be incorrect in his or her 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 may 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.
Growth/Value Investing Risk. Securities that exhibit growth or value characteristics tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions.
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.
Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund's manager or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, may cause 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.
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.
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.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's website at wellsfargofunds.com.
Calendar Year Total Returns for Administrator Class as of 12/31 each year
Highest Quarter:
2nd Quarter 2009
+10.95%
Lowest Quarter:
4th Quarter 2008
-14.00%
Year-to-date total return as of 6/30/2017 is +5.45%
1. |
Source: Wells Fargo Funds Management, LLC. The Moderate Balanced Blended Index is weighted 45% in the Bloomberg Barclays U.S. Aggregate Bond Index, 15% in the Bloomberg Barclays U.S. Short Treasury 9-12 Months Index, 10% in the Russell 1000® Growth Index, 10% in the Russell 1000® Value Index, 10% in the S&P 500 Index, 6% in the MSCI EAFE Index (Net) and 4% in the Russell 2000® Index. You cannot invest directly in an index. |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
Manager |
Portfolio Manager, Title/Managed Since |
|
Wells Fargo Funds Management, LLC |
Thomas C. Biwer, CFA,
Portfolio Manager/2005
|
Sub-Adviser |
Portfolio Manager, Title/Managed Since |
|
Wells Capital Management Incorporated |
Kandarp R. Acharya, CFA, FRM,
Portfolio Manager / 2013
|
Purchase and Sale of Fund Shares
Administrator Class shares are generally available through 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 online or by mail, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Intermediaries
If you purchase a Fund through an intermediary, 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 intermediary and your financial professional to recommend the Fund over another investment. Consult your financial professional or visit your intermediary's website for more information.
Key Fund Information
This Prospectus contains information about one or more Funds within the Wells Fargo 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, the relevant sub-adviser(s), if applicable, or the portfolio manager(s). "We" may also refer to a Fund's other service providers. "You" refers to the shareholder or potential investor.
Investment Objective and Principal Investment Strategies
The investment objective of each Fund in this Prospectus is non-fundamental; that is, it can be changed by a vote of the Board of Trustees ("Board") alone. The objective and strategies description for the Fund tells you:
what the Fund is trying to achieve;
how we intend to invest your money; and
what makes the Fund different from the other Funds offered in this Prospectus.
This section also provides a summary of the Funds' principal investment strategies, policies and practices. Unless otherwise indicated, these principal investment strategies, policies and practices apply on an ongoing basis.
This section lists the principal investment risks for each Fund. A complete description of these and other risks is found in the "Description of Principal Investment Risks" section. It is possible to lose money by investing in a Fund.
Portfolio Asset Allocation
This section provides a percentage breakdown of a Fund's assets across different master portfolios.
Master / Gateway® Structure
Each Fund is a gateway fund in a Master/Gateway ® structure. In this structure, a gateway fund invests substantially all of its assets in one or more master portfolios of Wells Fargo Master Trust or other stand-alone funds of Wells Fargo Funds whose objectives and investment strategies are consistent with the gateway fund's investment objective and strategies. Through this structure, a gateway fund can enhance its investment opportunities and reduce its expenses by sharing the costs and benefits of a larger pool of assets. Master portfolios offer their shares to multiple gateway funds and other master portfolios rather than directly to the public. Certain administrative and other fees and expenses are charged to both the gateway fund and the master portfolio(s). The services provided and fees charged to a gateway fund are in addition to and not duplicative of the services provided and fees charged to the master portfolios. Fees relating to investments in other stand-alone funds are waived to the extent that they are duplicative, or would exceed certain defined limits.
Growth Balanced Fund
The Fund seeks total return, consisting of capital appreciation and current income.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
We seek to achieve the Fund's investment objective by allocating up to 75% of its assets to equity securities and up to 45% of its assets to fixed income securities.
The Fund's "neutral" allocation is as follows:
65% of the Fund's total assets in stock funds; and
35% of the Fund's total assets in bond funds.
The Fund is a fund-of-funds that invests in various affiliated mutual funds employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund's broad diversification may help to reduce the overall impact of any one asset class underperforming, but may also limit upside potential. The Fund may invest in Wells Fargo Master Portfolios, in other Wells Fargo Funds, or directly in securities. We may adjust the Fund's effective allocation throughout the year.
The equity portion of the Fund blends multiple investment styles in an attempt to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. Equity holdings are diversified across U.S. large company, U.S. small company, international developed and emerging market stocks.
The fixed income portion of the Fund employs a variety of investment styles, intended in the aggregate to reduce price and return volatility, and deliver more consistent returns. The Fund's fixed income portion may invest in U.S. investment grade bonds, below investment grade (high yield) bonds, inflation protected bonds, and foreign issues.
In addition, certain of the fixed income and equity master portfolios in which the Fund may invest may employ a variety of derivative instruments such as futures, options and swap agreements. To the extent that one or more master portfolios is invested in such derivatives, the Fund will be exposed to the risks associated with such investments.
The Fund will incorporate a Tactical Asset Allocation (TAA) Overlay strategy which invests in long and/or short positions in exchange-traded futures contracts across a variety of asset classes, which include, but are not limited to, stocks, bonds, and currencies. The TAA Overlay strategy seeks to improve the Fund's risk/return profile through the tactical use of futures contracts. The TAA Overlay uses qualitative and quantitative inputs to guide equity and fixed income exposures in the Fund. Dependent upon market conditions, the TAA Overlay may increase or decrease exposures to a given asset class.
As part of managing the Fund's level of risk, both in absolute terms and relative to its benchmark, we may make changes to the allocations among investment styles at any time. We may use cash flows or effect transactions to accomplish these changes.
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 such periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Credit Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Contracts Risk
Foreign Investment Risk
Futures Contracts Risk
Growth/Value Investing Risk
High Yield Securities Risk
|
Interest Rate Risk
Management Risk
Market Risk
Mortgage- and Asset-Backed Securities Risk
Options 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, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
The following table provides the Fund's neutral allocation and target ranges.
Asset Class |
|
Neutral Position |
Range 1 |
Stock Funds |
|
65% |
55% to 75% |
Bond Funds |
|
35% |
25% to 45% |
Tactical Asset Allocation Overlay (TAA) |
|
0% |
-10% to 10% |
1. |
Negative values represent short positions in futures contracts that may be taken using the applicable overlay strategy. |
Moderate Balanced Fund
The Fund seeks total return, consisting of current income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
We seek to achieve the Fund's investment objective by allocating up to 50% of its assets to equity securities and up to 70% of its assets to fixed income securities.
The Fund's "neutral" allocation is as follows:
60% of the Fund's total assets in bond funds; and
40% of the Fund's total assets in stock funds.
The Fund is a fund-of-funds that invests in various affiliated mutual funds employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund's broad diversification may help to reduce the overall impact of any one asset class underperforming, but may also limit upside potential. The Fund may invest in Wells Fargo Master Portfolios, in other Wells Fargo Funds, or directly in securities. We may adjust the Fund's effective allocation throughout the year.
The fixed income portion of the Fund employs a variety of investment styles, intended in the aggregate to reduce price and return volatility, and deliver more consistent returns. The Fund's fixed income portion may invest in U.S. investment grade bonds, below investment grade (high yield) bonds, inflation protected bonds, and foreign issues.
The equity portion of the Fund blends multiple investment styles in an attempt to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. Equity holdings are diversified across U.S. large company, U.S. small company, international developed and emerging market stocks.
In addition, certain of the fixed income and equity master portfolios in which the Fund invests may employ a variety of derivative instruments such as futures, options and swap agreements. To the extent that one or more master portfolios is invested in such derivatives, the Fund will be exposed to the risks associated with such investments.
The Fund will incorporate a Tactical Asset Allocation (TAA) Overlay strategy which invests in long and/or short positions in exchange-traded futures contracts across a variety of asset classes, which include, but are not limited to, stocks, bonds, and currencies. The TAA Overlay strategy seeks to improve the Fund's risk/return profile through the tactical use of futures contracts. The TAA Overlay uses qualitative and quantitative inputs to guide equity and fixed income exposures in the Fund. Dependent upon market conditions, the TAA Overlay may increase or decrease exposures to a given asset class.
As part of managing the Fund's level of risk, both in absolute terms and relative to its benchmark, we may make changes to the allocations among investment styles at any time. We may use cash flows or effect transactions to accomplish these changes.
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 such periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Credit Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Contracts Risk
Foreign Investment Risk
Futures Contracts Risk
Growth/Value Investing Risk
High Yield Securities Risk
|
Interest Rate Risk
Management Risk
Market Risk
Mortgage- and Asset-Backed Securities Risk
Options 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, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
The following table provides the Fund's neutral allocation and target ranges.
Asset Class |
|
Neutral Position |
Range 1 |
Bond Funds |
|
60% |
50% to 70% |
Stock Funds |
|
40% |
30% to 50% |
Tactical Asset Allocation Overlay (TAA) |
|
0% |
-10% to 10% |
1. |
Negative values represent short positions in futures contracts that may be taken using the applicable overlay strategy. |
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 risks that are most likely to have a material effect on a particular Fund as a whole are called "principal risks." The principal risks for each Fund have been previously identified and are described below. Additional information about the principal risks is included in the Statement of Additional Information.
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. 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 a derivative strategy will be affected by the portfolio manager's 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 portfolio manager 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, which may cause a Fund to lose money, suffer delays or incur costs arising from holding or selling an underlying asset. 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.
Foreign Currency Contracts Risk. A Fund that enters into forwards or other foreign currency contracts, which are a type of derivative, is subject to the risk that the portfolio manager may be incorrect in his or her 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 may 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.
Growth/Value Investing Risk. Securities that exhibit certain characteristics, such as growth characteristics or value characteristics, 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 that exhibit different characteristics.
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.
Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund's manager or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, may cause 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. Funds that may enter into mortgage dollar roll transactions are subject to the risk that the market value of the securities that are required to be repurchased in the future may decline below the agreed upon repurchase price. They also involve the risk that the party to whom the securities are sold may become insolvent, limiting a Fund's ability to repurchase securities at the agreed upon price.
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.
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 Funds' policies and procedures with respect to disclosure of the Wells Fargo Funds' portfolio holdings is available in the Funds' Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for certain Funds. The substance of the information contained in such commentaries will also be posted to the Funds' website at wellsfargofunds.com.
A Fund's NAV is the value of a single share. The NAV is calculated as of the close of regular trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day that the NYSE is open, although a Fund may deviate from this calculation time under unusual or unexpected circumstances. The NAV is calculated separately for each class of shares of a multiple-class Fund. The most recent NAV for each class of a Fund is available at wellsfargofunds.com. To calculate the NAV of a Fund's shares, 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 request is processed is based on the next NAV calculated after the request is received in good order. Generally, NAV is not calculated, and purchase and redemption requests are not processed, on days that the NYSE is closed for trading; however under unusual or unexpected circumstances a Fund may elect to remain open even on days that the NYSE is closed or closes early. To the extent that a Fund's assets are traded in various markets on days when the Fund is closed, the value of the Fund's assets may be affected on days when you are unable to buy or sell Fund shares. Conversely, trading in some of a Fund's assets may not occur on days when the Fund is open.
Because a Fund invests substantially all of its investable assets in one or more master portfolios, the value of the Fund's shares is based on the NAV of the shares of such master portfolios. The following describes the pricing policies of the master portfolios, as well as the policies that a Fund will use with respect to any portion of the Fund's assets invested directly in securities. References in this section to a Fund should also be considered references to the master portfolios. A Fund's investments are generally valued at current market prices. Equity securities, options and futures are generally valued at the official closing price or, if none, the last reported sales price on the primary exchange or market on which they are listed (closing price). Equity securities that are not traded primarily on an exchange are generally valued at the quoted bid price obtained from a broker-dealer.
Debt securities are valued at the evaluated bid price provided by an independent pricing service or if a reliable price is not available, the quoted bid price from an independent broker-dealer.
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 quoted bid price of a security, including a security that trades primarily on a foreign exchange, does not accurately reflect its current market value at the time as of which a Fund calculates its NAV. The closing price or the quoted bid price of a security may not reflect its current market value if, among other things, a significant event occurs after the closing price or quoted bid price but before the time as of which a Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systemic 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 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 or evaluated prices from a pricing service or broker-dealer are not readily available.
The fair value of a Fund's securities and other assets is determined in good faith pursuant to policies and procedures adopted by the Fund's Board of Trustees. In light of the judgment involved in making 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 at the time as of which fair value pricing is determined. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or quoted bid price. See the Statement of Additional Information for additional details regarding the determination of NAVs.
The Manager and Portfolio Managers
Wells Fargo Funds Management, LLC ("Funds Management"), headquartered at 525 Market Street, San Francisco, CA 94105, provides
advisory and Fund-level administrative services
to the
Funds
pursuant to an
investment management agreement (the "Management Agreement")
. 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.
Funds Management is responsible for implementing the investment objectives and strategies of the
Funds
. Funds Management's investment professionals review and analyze the
Funds'
performance, including relative to peer funds, and monitor the
Funds'
compliance with
their
investment objectives and strategies. Funds Management is responsible for reporting to the Board on investment performance
and other matters affecting the
Funds
. When appropriate, Funds Management recommends to the Board enhancements to Fund features, including changes to Fund investment
objectives, strategies and policies. Funds Management also communicates with
shareholders
and intermediaries about Fund performance and features.
Funds Management is also responsible for providing
Fund-level administrative services
, which include, among others, providing such services in connection with the
Funds'
operations; developing and implementing procedures for monitoring compliance with regulatory requirements and compliance
with the
Funds'
investment objectives, policies and restrictions; and providing any other
Fund-level administrative services
reasonably necessary for the operation of the
Funds
other than those services that are provided by the
Funds'
transfer and dividend disbursing agent, custodian, and fund accountant
.
To assist Funds Management in implementing the investment objectives and strategies of the
Funds
, Funds Management may contract with one or more sub-advisers to provide day-to-day portfolio management services to the
Funds
. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of any sub-adviser
and supervise and monitor the activities of any sub-adviser on an ongoing basis. Funds Management retains overall responsibility
for the investment activities of the
Funds
.
A discussion regarding the basis for the Board's approval of the Management Agreement and any applicable sub-advisory agreements for each Fund is available in the Fund's annual report for the period ended May 31, 2017 .
For each Fund's most recent fiscal year end, the management fee paid to Funds Management pursuant to the Management Agreement , net of any applicable waivers and reimbursements, was as follows:
Management Fees Paid |
|
|
As a % of average daily net assets |
Growth Balanced Fund |
0.04% |
Moderate Balanced Fund |
0.00% |
The following portfolio managers are responsible for determining the allocation of assets of Growth Balanced Fund and Moderate Balanced Fund in various master portfolios and Funds. The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Fund.
Thomas C. Biwer, CFA |
Mr. Biwer joined Funds Management in 2005, where he currently serves as a Portfolio Manager and a member of the firm's asset allocation team and investment team. |
Erik J. Sens, CFA
|
Mr. Sens joined Funds Management in 2007, where he currently serves as a Portfolio Manager, and as a member of the firm's investment team. |
Aldo Ceccarelli, CFA |
Mr. Ceccarelli joined Funds Management in 2002, where he currently serves as a Portfolio Manager, member of the firm's asset allocation team and head of the Investment Team at Funds Management. |
The Sub-Adviser and Portfolio Managers
The following sub-adviser and portfolio managers provide day-to-day portfolio management services to the master portfolio in which the Funds invest substantially all of their assets. 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. The sub-adviser are compensated for its services by Funds Management from the fees Funds Management receives for its services as investment adviser to the master portfolio. The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Funds .
Wells Capital Management Incorporated ("Wells Capital Management") is a registered investment adviser located at 525 Market Street, San Francisco, CA 94105. Wells Capital Management, an affiliate of Funds Management and indirect wholly owned subsidiary of Wells Fargo & Company, is a multi-boutique asset management firm committed to delivering superior investment services to institutional clients, including mutual funds.
Kandarp R. Acharya, CFA, FRM |
Mr. Acharya joined Wells Capital Management in 2013, where he currently serves as a Senior Portfolio Manager. Prior to joining Wells Capital Management, Mr. Acharya led the Advanced Analytics and Quantitative Research Group at Wells Fargo Wealth Management, where he also led the development and implementation of quantitative tactical allocation models as a member of the firm's Asset Allocation Committee. |
Petros Bocray, CFA, FRM |
Mr. Bocray joined Wells Capital Management in 2006, where he currently serves as a Portfolio Manager. Prior to joining the Multi-Asset Solutions team, he held a similar role with the Quantitative Strategies group at Wells Capital Management where he co-managed several of the team's portfolios. |
Christian L. Chan, CFA |
Mr. Chan joined Wells Capital Management in 2013, where he currently serves as a Portfolio Manager. Prior to joining Wells Capital Management, Mr. Chan was a Portfolio Manager at Wells Fargo Funds Management, LLC where he managed several of the firm's asset allocation mutual funds, and also served as the firm's Head of Investments. |
The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Funds.
Share Class Eligibility
Administrator Class shares are generally available through 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 funds of funds, including those managed by Funds Management. The following investors may purchase Administrator Class shares and are not subject to a minimum initial investment amount, except as noted below:
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 charge 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;
Funds of funds, including those advised by Funds Management;
Investment Management and Trust Departments of Wells Fargo & Company purchasing shares on behalf of their clients;
Endowments, non-profits, and charitable organizations who invest a minimum initial investment amount of $500,000 in a Fund;
Any other institutions or customers of 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 in a Fund; and
Certain investors and related accounts as detailed in the Statement of Additional Information.
Eligibility requirements for Administrator Class shares may be modified or discontinued at any time.
Your Fund may offer other classes of shares in addition to those offered through this Prospectus. You may be eligible to invest in one or more of these other classes of shares. Each share class bears varying expenses and may differ in other features. Consult your financial professional for more information regarding a Fund's available share classes.
The information 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 any law or regulation, or which would subject Fund shares to any registration requirement within such jurisdiction or country.
The table below summarizes the key features of the share class offered through this Prospectus.
|
Administrator Class |
|
Front-End Sales Charge |
|
None |
Contingent Deferred Sales Charge (CDSC) |
|
None |
Ongoing Distribution (12b-1) Fees |
|
None |
Shareholder Servicing Fee |
|
0.25% |
Information regarding sales charges, breakpoint levels, reductions and waivers is also available free of charge on our website at wellsfargofunds.com. You may wish to discuss your choice of share class with your financial professional.
Compensation to Financial Professionals and Intermediaries
Shareholder Servicing Plan
Each Fund has adopted a shareholder servicing plan (Servicing Plan). The Servicing Plan authorizes the Fund to enter into agreements with the Fund's distributor, manager, or any of their affiliates to provide or engage other entities to provide certain shareholder services, including establishing and maintaining shareholder accounts, processing and verifying purchase , redemption and exchange transactions, and providing such other shareholder liaison or related services as may reasonably be requested. The fees paid under the Servicing Plan are as follows:
Fund |
Administrator Class |
|
Growth Balanced Fund |
|
0.25% |
Moderate Balanced Fund |
|
0.25% |
Additional Payments to Financial Professionals and Intermediaries
In addition to dealer reallowances and payments made by certain classes of
each
Fund for distribution and shareholder servicing, the Fund's manager, the distributor or their affiliates make additional
payments ("Additional Payments") to certain financial professionals and intermediaries for selling shares and providing shareholder
services, which include broker-dealers and 401(k) service providers and record keepers. These Additional Payments, which may
be significant, are paid by the Fund's manager, the distributor or their affiliates, out of their revenues, which generally
come directly or indirectly from Fund fees.
In return for these Additional Payments,
each
Fund's manager and distributor expect the Fund to receive certain marketing or servicing considerations that are not generally
available to mutual funds whose sponsors do not make such payments. Such considerations are expected to include, without limitation,
placement of the Fund on a list of mutual funds offered as investment options to the intermediary's clients (sometimes referred
to as "Shelf Space"); access to the intermediary's financial professionals; and/or ability to assist in training and educating
the intermediary's financial professionals.
The Additional Payments may create potential conflicts of interest between an investor and a financial professional or intermediary
who is recommending or making available a particular mutual fund over other mutual funds. Before investing, you should consult
with your financial professional and review carefully any disclosure by the intermediary as to what compensation the intermediary
receives from mutual fund sponsors, as well as how your financial professional is compensated.
The Additional Payments are typically paid in fixed dollar amounts, based on the number of customer accounts maintained by
an intermediary, 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 and differ among intermediaries. Additional Payments to an intermediary that
is compensated based on its customers' assets typically range between 0.05% and 0.30% in a given year of assets invested in
a Fund by the intermediary's customers. Additional Payments to an intermediary that is compensated based on a percentage of
sales typically range between 0.10% and 0.15% of the gross sales of a Fund attributable to the financial intermediary.
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 Funds
website at wellsfargofunds.com.
Buying and Selling Fund Shares
For more information regarding buying and selling Fund shares, please visit wellsfargofunds.com. You may buy (purchase) and sell (redeem) Fund shares as follows:
Requests in "Good Order". All purchase and redemption requests must be received in "good order." This means that a request generally must include:
The Fund name(s), share class(es) and account number(s);
The amount (in dollars or shares) and type (purchase or redemption) of the request;
If by mail, the signature of each registered owner as it appears in the account application;
For purchase requests, payment of the full amount of the purchase request (see "Payment" below); and
Any supporting legal documentation that may be required.
Purchase and redemption requests in good order will be processed at the next NAV calculated after the Fund's transfer agent or an authorized intermediary 1 receives your request. If your request is not received in good order, additional documentation may be required to process your transaction. We reserve the right to waive any of the above requirements.
1. |
The Fund's shares may be purchased through an intermediary that has entered into a dealer agreement with the Fund's distributor. The Fund has approved the acceptance of a purchase or redemption request effective as of the time of its receipt by such an authorized intermediary or its designee as long as the request is received by one of those entities prior to the Fund's closing time. We reserve the right to adjust the closing time in certain circumstances. |
Payment. Payment for Fund shares may be made as follows:
By Wire |
Purchases into a new or existing account may be funded by using the following wire instructions:
|
By Check |
Make checks payable to Wells Fargo Funds. |
By Exchange |
Identify an identically registered Wells Fargo Fund account from which you wish to exchange (see "Exchanging Fund Shares" below for restrictions on exchanges). |
By Electronic Funds Transfer ("EFT") |
Additional purchases for existing accounts may be funded by EFT using your linked bank account. |
All payments must be in U.S. dollars, and all checks and EFTs must be drawn on U.S. banks. You will be charged a $25.00 fee
for every check or EFT that is returned to us as unpaid.
Form of Redemption Proceeds.
You may request that your redemption proceeds be sent to you by check, by EFT into a linked bank account, or by wire to a
linked bank account. Please call Investor Services at 1-800-222-8222 regarding the requirements for linking bank accounts
or for wiring funds. Under normal circumstances, we expect to meet redemption requests either by using uninvested cash or
cash equivalents or by using the proceeds from the sale of portfolio securities, at the discretion of the portfolio manager(s).
The Wells Fargo Funds may also borrow through a bank line of credit for the purpose of meeting redemption requests, although
we do not expect to draw funds from this source on a regular basis. In lieu of making cash payments, we reserve the right
to determine in our sole discretion, including under stressed market conditions, whether to satisfy redemption requests by
making payments in securities. In such cases, we may meet all or part of a redemption request by making payment in securities
equal in value to the amount of the redemption payable to you as permitted under the 1940 Act, and the rules thereunder, in
which case the redeeming shareholder should expect to incur transaction costs upon the disposition of any securities received.
Timing of Redemption Proceeds.
We normally will send out checks within one business day after we accept your request to redeem. We reserve the right to
delay payment for up to seven days. If you wish to redeem shares purchased by check, by EFT or through the Automatic Investment
Plan within seven days of purchase, you may be asked to resubmit your redemption request if your payment has not yet cleared.
Payment of redemption proceeds may be delayed for longer than seven days 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 redeeming shares
provided by the product or plan. There may be special requirements that supersede or are in addition to the requirements in
this Prospectus.
Exchanging Fund Shares
Exchanges between two funds involve two transactions: (1) the redemption of shares of one fund; and (2) the purchase of shares of another. In general, the same rules and procedures described under "Buying and Selling Fund Shares" apply to exchanges. There are, however, additional policies and considerations you should keep in mind while making or considering an exchange:
In general, exchanges may be made between like share classes of any fund in the Wells Fargo Funds complex offered to the general public for investment (i.e., a fund not closed to new accounts), with the following exceptions: (1) Class A shares of non-money market funds may also be exchanged for Service Class shares of any retail or government money market fund; (2) Service Class shares may be exchanged for Class A shares of any non-money market fund; and (3) no exchanges are allowed into institutional money market funds.
If you make an exchange between Class A shares of a money market fund and Class A shares of a non-money market fund, you will buy the shares at the POP of the new fund unless you are otherwise eligible to buy shares at NAV.
Same-fund exchanges between share classes are permitted subject to the following conditions: (1) the shareholder must meet the eligibility guidelines of the class being purchased in the exchange; (2) exchanges out of Class A and Class C shares would not be allowed if shares are subject to a CDSC; and (3) for non-money market funds, in order to exchange into Class A shares, the shareholder must be able to qualify to purchase Class A shares at NAV based on current Prospectus guidelines.
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 Fund into which you wish to exchange.
Every exchange involves redeeming 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 investment amount for the new fund, unless your balance has fallen below that amount due to investment performance.
If you are making an additional investment into a fund that you already own through an exchange, you must exchange at least the minimum subsequent investment amount for the fund you are exchanging into.
Class C share exchanges will not trigger a CDSC. The new shares received in the exchange will continue to age according to the original shares' CDSC 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 the above exchange policies.
Frequent Purchases and Redemptions of Fund Shares
Wells Fargo 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 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 $5,000 or more (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 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 make all purchases and redemptions of Fund shares as early in the day as possible and to notify us or your intermediary at least one day in advance of transactions in Fund shares in excess of $5 million. This will help us to manage the Funds most effectively. When you give this advance notice, please provide 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 call Investor Services at 1-800-222-8222 or contact your financial professional.
Retirement Accounts. We offer a variety of retirement account types for individuals and small businesses. There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholdings. For more information about the retirement accounts listed below, including any distribution requirements, call Investor Services at 1-800-222-8222. For retirement accounts held directly with a Fund, certain fees may apply including an annual account maintenance fee.
The retirement accounts available for individuals and small businesses are:
Individual Retirement Accounts, including Traditional IRAs and Roth IRAs.
Small business retirement accounts, including Simple IRAs and SEP IRAs.
Small Account Redemptions. We reserve the right to redeem accounts that have values that fall below a Fund's minimum initial investment amount due to shareholder redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring your account value above the Fund's minimum initial investment amount. Please call Investor Services at 1-800-222-8222 or contact your financial professional for further details.
Transaction Authorizations. We may accept telephone, electronic, and clearing agency transaction instructions from anyone who represents that he or she is a shareholder and provides reasonable confirmation of his or her identity. Neither we nor Wells Fargo Funds will be liable for any losses incurred if we follow such instructions we reasonably believe to be genuine. For transactions through our website, we may assign personal identification numbers (PINs) and you will need to create a login ID and password for account access. To safeguard your account, please keep these credentials 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 online access credentials.
Identity Verification. We are required by law to obtain from you certain personal information that will be used to verify your identity. If you do not provide the information, we will not be able to open your account. In the rare event that we are unable to verify your identity as required by law, we reserve the right to redeem your account at the current NAV of the Fund's shares. You will be responsible for any losses, taxes, expenses, fees, or other results of such a redemption.
Right to Freeze Accounts, Suspend Account Services or Reject or Terminate an Investment. We reserve the right, to the extent permitted by law and/or regulations, to freeze any account or suspend account services when we have received reasonable notice (written or otherwise) of a dispute between registered or beneficial account owners or when we believe a fraudulent transaction may occur or has occurred. Additionally, we reserve the right to reject any purchase or exchange request and to terminate a shareholder's investment, including closing the shareholder's account.
Distributions
The Funds generally make distributions of any net investment income and any realized net capital gains annually. Please contact your institution for distribution options. 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 Investor Services at 1-800-222-8222.
Automatic Reinvestment Option—Allows you to use distributions 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 receive distributions via checks 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 EFT. The bank account must be linked to your Wells Fargo 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 Fund of the same share class. The new shares are purchased at NAV generally on the day the distribution is paid. In order to use 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 investment amounts in both Funds prior to using this option.
You are eligible to earn distributions beginning on the business day after the Fund's transfer agent or an authorized intermediary receives your purchase request in good order.
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.
The Fund elected to be treated and intends to qualify each year as a regulated investment company ("RIC"). A RIC is not subject to tax at the corporate level on income and gains from investments that are distributed in a timely manner to shareholders. However, the Fund's failure to qualify as a RIC would result in corporate level taxation, and consequently, a reduction in income available for distribution to you as a shareholder.
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. If you are an individual and meet certain holding period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
Corporate shareholders may be able to deduct a portion of their distributions when determining their taxable income.
Individual taxpayers are subject to a maximum tax rate of 39.6% on ordinary income and a maximum tax rate on long-term capital gains and qualified dividends of 20%. For U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), a 3.8% Medicare contribution tax will apply on "net investment income," including interest, dividends, and capital gains. Corporations are subject to tax on all income and gain at a maximum tax rate of 35%.
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.
When you receive a distribution from a Fund or redeem shares, you may be subject to backup withholding.
The following tables are intended to help you understand a Fund's financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in each Fund (assuming reinvestment of all distributions). The information in the following tables has been derived from the Funds' financial statements , which have been audited by KPMG LLP, the Funds' independent registered public accounting firm, whose report, along with each Fund's financial statements , is also included in each Fund's annual report, a copy of which is available upon request.
For a share outstanding throughout each period
|
|
Year ended May 31 |
|||||||||||||
Administrator Class |
2017 |
2016 |
2015 |
2014 |
2013 |
||||||||||
Net asset value, beginning of period |
$ |
35.78 |
|
$ |
36.54 |
|
$ |
33.98 |
|
$ |
29.89 |
|
$ |
24.93 |
|
Net investment income |
|
0.50 |
1 |
|
0.49 |
|
|
0.45 |
|
|
0.41 |
1 |
|
0.65 |
1 |
Net realized and unrealized gains (losses) on investments |
|
3.47 |
|
|
-0.82 |
|
|
2.32 |
|
|
4.10 |
|
|
4.82 |
|
Total from investment operations |
|
3.97 |
|
|
-0.33 |
|
|
2.77 |
|
|
4.51 |
|
|
5.47 |
|
Distribution to shareholders from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
-0.53 |
|
|
-0.43 |
|
|
-0.21 |
|
|
-0.42 |
|
|
-0.51 |
|
Net asset value, end of period |
$ |
39.22 |
|
$ |
35.78 |
|
$ |
36.54 |
|
$ |
33.98 |
|
$ |
29.89 |
|
Total return |
|
11.19 |
% |
|
-0.86 |
% |
|
8.16 |
% |
|
15.16 |
% |
|
22.18 |
% |
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses 2 |
|
1.26 |
% |
|
1.27 |
% |
|
1.24 |
% |
|
1.23 |
% |
|
1.22 |
% |
Net expenses 2 |
|
0.95 |
% |
|
0.95 |
% |
|
0.95 |
% |
|
0.95 |
% |
|
0.95 |
% |
Net investment income |
|
1.34 |
% |
|
1.35 |
% |
|
1.22 |
% |
|
1.29 |
% |
|
1.47 |
% |
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate 3 |
|
114 |
% |
|
79 |
% |
|
75 |
% |
|
77 |
% |
|
80 |
% |
Net assets, end of period (000s omitted) |
$ |
162,693 |
|
$ |
175,715 |
|
$ |
182,373 |
|
$ |
175,094 |
|
$ |
175,142 |
|
1. |
Calculated based upon average shares outstanding |
2. |
Ratios include net expenses allocated from the affiliated Master Portfolios which were as follows:
|
3. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
For a share outstanding throughout each period
|
|
Year ended May 31 |
|||||||||||||
Administrator Class |
2017 |
2016 |
2015 |
2014 |
2013 |
||||||||||
Net asset value, beginning of period |
$ |
22.70 |
|
$ |
23.75 |
|
$ |
23.38 |
|
$ |
21.36 |
|
$ |
18.96 |
|
Net investment income |
|
0.35 |
1 |
|
0.32 |
|
|
0.33 |
1 |
|
0.38 |
|
|
0.41 |
|
Net realized and unrealized gains (losses) on investments |
|
1.35 |
|
|
-0.21 |
|
|
1.07 |
|
|
1.79 |
|
|
2.38 |
|
Total from investment operations |
|
1.70 |
|
|
0.11 |
|
|
1.40 |
|
|
2.17 |
|
|
2.79 |
|
Distribution to shareholders from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
-0.35 |
|
|
-0.31 |
|
|
-0.52 |
|
|
-0.15 |
|
|
-0.39 |
|
Net realized gains |
|
-0.37 |
|
|
-0.85 |
|
|
-0.51 |
|
|
0.00 |
|
|
0.00 |
|
Total distributions to shareholders |
|
-0.72 |
|
|
-1.16 |
|
|
-1.03 |
|
|
-0.15 |
|
|
-0.39 |
|
Net asset value, end of period |
$ |
23.68 |
|
$ |
22.70 |
|
$ |
23.75 |
|
$ |
23.38 |
|
$ |
21.36 |
|
Total return |
|
7.62 |
% |
|
0.59 |
% |
|
6.13 |
% |
|
10.18 |
% |
|
14.81 |
% |
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses 2 |
|
1.24 |
% |
|
1.23 |
% |
|
1.20 |
% |
|
1.20 |
% |
|
1.20 |
% |
Net expenses 2 |
|
0.90 |
% |
|
0.90 |
% |
|
0.90 |
% |
|
0.90 |
% |
|
0.90 |
% |
Net investment income |
|
1.49 |
% |
|
1.48 |
% |
|
1.39 |
% |
|
1.52 |
% |
|
1.66 |
% |
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate 3 |
|
114 |
% |
|
87 |
% |
|
84 |
% |
|
89 |
% |
|
86 |
% |
Net assets, end of period (000s omitted) |
$ |
112,835 |
|
$ |
156,915 |
|
$ |
153,457 |
|
$ |
144,248 |
|
$ |
146,729 |
|
1. |
Calculated based upon average shares outstanding |
2. |
Ratios include net expenses allocated from the affiliated Master Portfolios which were as follows:
|
3. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
© 2017 Wells Fargo Funds Management, LLC. All rights reserved |
107AFAM/P503A
ICA Reg. No. 811-09253 |
Prospectus
October 1, 2017
Allocation Funds
Wells Fargo Fund
Class A
Class C
Wells Fargo Growth Balanced Fund
WFGBX
WFGWX
Wells Fargo Moderate Balanced Fund
WFMAX
WFBCX
As with all mutual funds, the U.S. Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Anyone who tells you otherwise is committing a crime.
Fund shares are NOT deposits or other obligations of, or guaranteed by, Wells Fargo Bank, N.A., its affiliates or any other depository institution. Fund shares are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation or any other government agency and may lose value.
Table of Contents
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2 |
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7 |
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12 |
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13 |
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15 |
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17 |
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19 |
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19 |
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20 |
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21 |
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22 |
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22 |
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23 |
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25 |
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27 |
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28 |
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29 |
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30 |
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32 |
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33 |
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34 |
|
Appendix A - Sales Charge Reductions and Waivers for Certain Intermediaries |
|
Appendix A - Sales Charge Reductions and Waivers for Certain Intermediaries |
37 |
Growth Balanced Fund Summary
The Fund seeks total return, consisting of capital appreciation and current income.
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 Funds. More information about these and other discounts is available from your financial professional and in "Share Class Features" and "Reductions and Waivers of Sales Charges" on pages 22 and 23 of the Prospectus and "Additional Purchase and Redemption Information" on page 58 of the Statement of Additional Information. Investors who purchase through certain intermediaries may be subject to different sales charge discounts than those outlined shares in these sections. Please see Appendix A on page 37 for further information.
Shareholder Fees (fees paid directly from your investment) |
||
|
Class A |
Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of
|
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 |
0.30% |
0.30% |
Distribution (12b-1) Fees |
0.00% |
0.75% |
Other Expenses |
0.54% |
0.54% |
Acquired Fund Fees and Expenses |
0.50% |
0.50% |
Total Annual Fund Operating Expenses |
1.34% |
2.09% |
Fee Waivers |
(0.14)% |
(0.14)% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
1.20% |
1.95% |
1. |
The Manager has contractually committed through September 30, 2018, to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waivers at the amount shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses from funds in which the master portfolios invest, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolios are included in the expense 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 fees and expenses remain the same as in the tables above. To the extent that the Manager is waiving fees or reimbursing expenses, the example assumes that such waiver or reimbursement will only be in place through the date noted above. 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 |
$690 |
$298 |
|
$198 |
3 Years |
$962 |
$641 |
|
$641 |
5 Years |
$1,254 |
$1,111 |
|
$1,111 |
10 Years |
$2,083 |
$2,410 |
|
$2,410 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 114 % of the average value of its portfolio.
Principal Investment Strategies
We seek to achieve the Fund's investment objective by allocating up to 75% of its assets to equity securities and up to 45% of its assets to fixed income securities.
The Fund's "neutral" allocation is as follows:
65% of the Fund's total assets in stock funds; and
35% of the Fund's total assets in bond funds.
The Fund is a fund-of-funds that invests in various affiliated mutual funds employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund's broad diversification may help to reduce the overall impact of any one asset class underperforming, but may also limit upside potential. The Fund may invest in Wells Fargo Master Portfolios, in other Wells Fargo Funds, or directly in securities. We may adjust the Fund's effective allocation throughout the year.
The equity portion of the Fund blends multiple investment styles in an attempt to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. Equity holdings are diversified across U.S. large company, U.S. small company, international developed and emerging market stocks.
The fixed income portion of the Fund employs a variety of investment styles, intended in the aggregate to reduce price and return volatility, and deliver more consistent returns. The Fund's fixed income portion may invest in U.S. investment grade bonds, below investment grade (high yield) bonds, inflation protected bonds, and foreign issues.
In addition, certain of the fixed income and equity master portfolios in which the Fund may invest may employ a variety of derivative instruments such as futures, options and swap agreements. To the extent that one or more master portfolios is invested in such derivatives, the Fund will be exposed to the risks associated with such investments.
The Fund will incorporate a Tactical Asset Allocation (TAA) Overlay strategy which invests in long and/or short positions in exchange-traded futures contracts across a variety of asset classes, which include, but are not limited to, stocks, bonds, and currencies. The TAA Overlay strategy seeks to improve the Fund's risk/return profile through the tactical use of futures contracts. The TAA Overlay uses qualitative and quantitative inputs to guide equity and fixed income exposures in the Fund. Dependent upon market conditions, the TAA Overlay may increase or decrease exposures to a given asset class.
As part of managing the Fund's level of risk, both in absolute terms and relative to its benchmark, we may make changes to the allocations among investment styles at any time. We may use cash flows or effect transactions to accomplish these changes.
The following table provides the Fund's neutral allocation and target ranges.
Asset Class |
|
Neutral Position |
Range 1 |
Stock Funds |
|
65% |
55% to 75% |
Bond Funds |
|
35% |
25% to 45% |
Tactical Asset Allocation Overlay (TAA) |
|
0% |
-10% to 10% |
1. |
Negative values represent short positions in futures contracts that may be taken using the applicable overlay strategy. |
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.
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 portfolio manager 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.
Foreign Currency Contracts Risk . A Fund that enters into forwards or other foreign currency contracts, which are a type of derivative, is subject to the risk that the portfolio manager may be incorrect in his or her 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 may 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.
Growth/Value Investing Risk. Securities that exhibit growth or value characteristics tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions.
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.
Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund's manager or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, may cause 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.
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.
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.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's website at wellsfargofunds.com.
Calendar Year Total Returns for Class A as of 12/31 each year
(Returns do not reflect sales charges and would be lower if they did)
Highest Quarter:
2nd Quarter 2009
+15.39%
Lowest Quarter:
4th Quarter 2008
-20.73%
Year-to-date total return as of 6/30/2017 is +7.70%
1. |
Source: Wells Fargo Funds Management, LLC. The Growth Balanced Blended Index is weighted 35% in the Bloomberg Barclays U.S. Aggregate Bond Index, 16.25% in the Russell 1000® Growth Index, 16.25% in the Russell 1000® Value Index, 16.25% in the S&P 500 Index, 9.75% in the MSCI EAFE Index (Net) and 6.50% in the Russell 2000® Index. You cannot invest directly in an index.
|
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown for only one class of shares. After-tax returns for any other class will vary.
Manager |
Portfolio Manager, Title/Managed Since |
|
Wells Fargo Funds Management, LLC |
Thomas C. Biwer, CFA,
Portfolio Manager/2005
|
Sub-Adviser |
Portfolio Manager, Title/Managed Since |
|
Wells Capital Management Incorporated |
Kandarp R. Acharya, CFA, FRM,
Portfolio Manager / 2013
|
Purchase and Sale of Fund Shares
In general, you can buy or sell shares of the Fund online or by mail, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Minimum Investments |
To Buy or Sell Shares |
Minimum Initial Investment
|
Mail:
Wells Fargo Funds
|
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Intermediaries
If you purchase a Fund through an intermediary, 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 intermediary and your financial professional to recommend the Fund over another investment. Consult your financial professional or visit your intermediary's website for more information.
Moderate Balanced Fund Summary
The Fund seeks total return, consisting of current income and capital appreciation.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the aggregate in specified classes of certain Wells Fargo Funds. More information about these and other discounts is available from your financial professional and in "Share Class Features" and "Reductions and Waivers of Sales Charges" on pages 22 and 23 of the Prospectus and "Additional Purchase and Redemption Information" on page 58 of the Statement of Additional Information. Investors who purchase through certain intermediaries may be subject to different sales charge discounts than those outlined shares in these sections. Please see Appendix A on page 37 for further information.
Shareholder Fees (fees paid directly from your investment) |
||
|
Class A |
Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of
|
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 |
0.30% |
0.30% |
Distribution (12b-1) Fees |
0.00% |
0.75% |
Other Expenses |
0.56% |
0.56% |
Acquired Fund Fees and Expenses |
0.46% |
0.46% |
Total Annual Fund Operating Expenses |
1.32% |
2.07% |
Fee Waivers |
(0.17)% |
(0.17)% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
1.15% |
1.90% |
1. |
The Manager has contractually committed through September 30, 2018, to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waivers at the amount shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses from funds in which the master portfolios invest, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolios are included in the expense 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 fees and expenses remain the same as in the tables above. To the extent that the Manager is waiving fees or reimbursing expenses, the example assumes that such waiver or reimbursement will only be in place through the date noted above. 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 |
$685 |
$293 |
|
$193 |
3 Years |
$953 |
$632 |
|
$632 |
5 Years |
$1,242 |
$1,098 |
|
$1,098 |
10 Years |
$2,060 |
$2,387 |
|
$2,387 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 114 % of the average value of its portfolio.
Principal Investment Strategies
We seek to achieve the Fund's investment objective by allocating up to 50% of its assets to equity securities and up to 70% of its assets to fixed income securities.
The Fund's "neutral" allocation is as follows:
60% of the Fund's total assets in bond funds; and
40% of the Fund's total assets in stock funds.
The Fund is a fund-of-funds that invests in various affiliated mutual funds employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund's broad diversification may help to reduce the overall impact of any one asset class underperforming, but may also limit upside potential. The Fund may invest in Wells Fargo Master Portfolios, in other Wells Fargo Funds, or directly in securities. We may adjust the Fund's effective allocation throughout the year.
The fixed income portion of the Fund employs a variety of investment styles, intended in the aggregate to reduce price and return volatility, and deliver more consistent returns. The Fund's fixed income portion may invest in U.S. investment grade bonds, below investment grade (high yield) bonds, inflation protected bonds, and foreign issues.
The equity portion of the Fund blends multiple investment styles in an attempt to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. Equity holdings are diversified across U.S. large company, U.S. small company, international developed and emerging market stocks.
In addition, certain of the fixed income and equity master portfolios in which the Fund invests may employ a variety of derivative instruments such as futures, options and swap agreements. To the extent that one or more master portfolios is invested in such derivatives, the Fund will be exposed to the risks associated with such investments.
The Fund will incorporate a Tactical Asset Allocation (TAA) Overlay strategy which invests in long and/or short positions in exchange-traded futures contracts across a variety of asset classes, which include, but are not limited to, stocks, bonds, and currencies. The TAA Overlay strategy seeks to improve the Fund's risk/return profile through the tactical use of futures contracts. The TAA Overlay uses qualitative and quantitative inputs to guide equity and fixed income exposures in the Fund. Dependent upon market conditions, the TAA Overlay may increase or decrease exposures to a given asset class.
As part of managing the Fund's level of risk, both in absolute terms and relative to its benchmark, we may make changes to the allocations among investment styles at any time. We may use cash flows or effect transactions to accomplish these changes.
The following table provides the Fund's neutral allocation and target ranges.
Asset Class |
|
Neutral Position |
Range 1 |
Bond Funds |
|
60% |
50% to 70% |
Stock Funds |
|
40% |
30% to 50% |
Tactical Asset Allocation Overlay (TAA) |
|
0% |
-10% to 10% |
1. |
Negative values represent short positions in futures contracts that may be taken using the applicable overlay strategy. |
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.
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 portfolio manager 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.
Foreign Currency Contracts Risk . A Fund that enters into forwards or other foreign currency contracts, which are a type of derivative, is subject to the risk that the portfolio manager may be incorrect in his or her 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 may 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.
Growth/Value Investing Risk. Securities that exhibit growth or value characteristics tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions.
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.
Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund's manager or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, may cause 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.
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.
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.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's website at wellsfargofunds.com.
Calendar Year Total Returns for Class A as of 12/31 each year
(Returns do not reflect sales charges and would be lower if they did)
Highest Quarter:
2nd Quarter 2009
+10.94%
Lowest Quarter:
4th Quarter 2008
-14.03%
Year-to-date total return as of 6/30/2017 is +5.32%
1. |
Source: Wells Fargo Funds Management, LLC. The Moderate Balanced Blended Index is weighted 45% in the Bloomberg Barclays U.S. Aggregate Bond Index, 15% in the Bloomberg Barclays U.S. Short Treasury 9-12 Months Index, 10% in the Russell 1000® Growth Index, 10% in the Russell 1000® Value Index, 10% in the S&P 500 Index, 6% in the MSCI EAFE Index (Net) and 4% in the Russell 2000® Index. You cannot invest directly in an index. |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown for only one class of shares. After-tax returns for any other class will vary.
Manager |
Portfolio Manager, Title/Managed Since |
|
Wells Fargo Funds Management, LLC |
Thomas C. Biwer, CFA,
Portfolio Manager/2005
|
Sub-Adviser |
Portfolio Manager, Title/Managed Since |
|
Wells Capital Management Incorporated |
Kandarp R. Acharya, CFA, FRM,
Portfolio Manager / 2013
|
Purchase and Sale of Fund Shares
In general, you can buy or sell shares of the Fund online or by mail, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Minimum Investments |
To Buy or Sell Shares |
Minimum Initial Investment
|
Mail:
Wells Fargo Funds
|
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Intermediaries
If you purchase a Fund through an intermediary, 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 intermediary and your financial professional to recommend the Fund over another investment. Consult your financial professional or visit your intermediary's website for more information.
Key Fund Information
This Prospectus contains information about one or more Funds within the Wells Fargo 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, the relevant sub-adviser(s), if applicable, or the portfolio manager(s). "We" may also refer to a Fund's other service providers. "You" refers to the shareholder or potential investor.
Investment Objective and Principal Investment Strategies
The investment objective of each Fund in this Prospectus is non-fundamental; that is, it can be changed by a vote of the Board of Trustees ("Board") alone. The objective and strategies description for the Fund tells you:
what the Fund is trying to achieve;
how we intend to invest your money; and
what makes the Fund different from the other Funds offered in this Prospectus.
This section also provides a summary of the Funds' principal investment strategies, policies and practices. Unless otherwise indicated, these principal investment strategies, policies and practices apply on an ongoing basis.
This section lists the principal investment risks for each Fund. A complete description of these and other risks is found in the "Description of Principal Investment Risks" section. It is possible to lose money by investing in a Fund.
Portfolio Asset Allocation
This section provides a percentage breakdown of a Fund's assets across different master portfolios.
Master / Gateway® Structure
Each Fund is a gateway fund in a Master/Gateway ® structure. In this structure, a gateway fund invests substantially all of its assets in one or more master portfolios of Wells Fargo Master Trust or other stand-alone funds of Wells Fargo Funds whose objectives and investment strategies are consistent with the gateway fund's investment objective and strategies. Through this structure, a gateway fund can enhance its investment opportunities and reduce its expenses by sharing the costs and benefits of a larger pool of assets. Master portfolios offer their shares to multiple gateway funds and other master portfolios rather than directly to the public. Certain administrative and other fees and expenses are charged to both the gateway fund and the master portfolio(s). The services provided and fees charged to a gateway fund are in addition to and not duplicative of the services provided and fees charged to the master portfolios. Fees relating to investments in other stand-alone funds are waived to the extent that they are duplicative, or would exceed certain defined limits.
Growth Balanced Fund
The Fund seeks total return, consisting of capital appreciation and current income.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
We seek to achieve the Fund's investment objective by allocating up to 75% of its assets to equity securities and up to 45% of its assets to fixed income securities.
The Fund's "neutral" allocation is as follows:
65% of the Fund's total assets in stock funds; and
35% of the Fund's total assets in bond funds.
The Fund is a fund-of-funds that invests in various affiliated mutual funds employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund's broad diversification may help to reduce the overall impact of any one asset class underperforming, but may also limit upside potential. The Fund may invest in Wells Fargo Master Portfolios, in other Wells Fargo Funds, or directly in securities. We may adjust the Fund's effective allocation throughout the year.
The equity portion of the Fund blends multiple investment styles in an attempt to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. Equity holdings are diversified across U.S. large company, U.S. small company, international developed and emerging market stocks.
The fixed income portion of the Fund employs a variety of investment styles, intended in the aggregate to reduce price and return volatility, and deliver more consistent returns. The Fund's fixed income portion may invest in U.S. investment grade bonds, below investment grade (high yield) bonds, inflation protected bonds, and foreign issues.
In addition, certain of the fixed income and equity master portfolios in which the Fund may invest may employ a variety of derivative instruments such as futures, options and swap agreements. To the extent that one or more master portfolios is invested in such derivatives, the Fund will be exposed to the risks associated with such investments.
The Fund will incorporate a Tactical Asset Allocation (TAA) Overlay strategy which invests in long and/or short positions in exchange-traded futures contracts across a variety of asset classes, which include, but are not limited to, stocks, bonds, and currencies. The TAA Overlay strategy seeks to improve the Fund's risk/return profile through the tactical use of futures contracts. The TAA Overlay uses qualitative and quantitative inputs to guide equity and fixed income exposures in the Fund. Dependent upon market conditions, the TAA Overlay may increase or decrease exposures to a given asset class.
As part of managing the Fund's level of risk, both in absolute terms and relative to its benchmark, we may make changes to the allocations among investment styles at any time. We may use cash flows or effect transactions to accomplish these changes.
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 such periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Credit Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Contracts Risk
Foreign Investment Risk
Futures Contracts Risk
Growth/Value Investing Risk
High Yield Securities Risk
|
Interest Rate Risk
Management Risk
Market Risk
Mortgage- and Asset-Backed Securities Risk
Options 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, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
The following table provides the Fund's neutral allocation and target ranges.
Asset Class |
|
Neutral Position |
Range 1 |
Stock Funds |
|
65% |
55% to 75% |
Bond Funds |
|
35% |
25% to 45% |
Tactical Asset Allocation Overlay (TAA) |
|
0% |
-10% to 10% |
1. |
Negative values represent short positions in futures contracts that may be taken using the applicable overlay strategy. |
Moderate Balanced Fund
The Fund seeks total return, consisting of current income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
We seek to achieve the Fund's investment objective by allocating up to 50% of its assets to equity securities and up to 70% of its assets to fixed income securities.
The Fund's "neutral" allocation is as follows:
60% of the Fund's total assets in bond funds; and
40% of the Fund's total assets in stock funds.
The Fund is a fund-of-funds that invests in various affiliated mutual funds employing a multi-asset, multi-style investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. The Fund's broad diversification may help to reduce the overall impact of any one asset class underperforming, but may also limit upside potential. The Fund may invest in Wells Fargo Master Portfolios, in other Wells Fargo Funds, or directly in securities. We may adjust the Fund's effective allocation throughout the year.
The fixed income portion of the Fund employs a variety of investment styles, intended in the aggregate to reduce price and return volatility, and deliver more consistent returns. The Fund's fixed income portion may invest in U.S. investment grade bonds, below investment grade (high yield) bonds, inflation protected bonds, and foreign issues.
The equity portion of the Fund blends multiple investment styles in an attempt to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. Equity holdings are diversified across U.S. large company, U.S. small company, international developed and emerging market stocks.
In addition, certain of the fixed income and equity master portfolios in which the Fund invests may employ a variety of derivative instruments such as futures, options and swap agreements. To the extent that one or more master portfolios is invested in such derivatives, the Fund will be exposed to the risks associated with such investments.
The Fund will incorporate a Tactical Asset Allocation (TAA) Overlay strategy which invests in long and/or short positions in exchange-traded futures contracts across a variety of asset classes, which include, but are not limited to, stocks, bonds, and currencies. The TAA Overlay strategy seeks to improve the Fund's risk/return profile through the tactical use of futures contracts. The TAA Overlay uses qualitative and quantitative inputs to guide equity and fixed income exposures in the Fund. Dependent upon market conditions, the TAA Overlay may increase or decrease exposures to a given asset class.
As part of managing the Fund's level of risk, both in absolute terms and relative to its benchmark, we may make changes to the allocations among investment styles at any time. We may use cash flows or effect transactions to accomplish these changes.
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 such periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Credit Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Contracts Risk
Foreign Investment Risk
Futures Contracts Risk
Growth/Value Investing Risk
High Yield Securities Risk
|
Interest Rate Risk
Management Risk
Market Risk
Mortgage- and Asset-Backed Securities Risk
Options 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, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
The following table provides the Fund's neutral allocation and target ranges.
Asset Class |
|
Neutral Position |
Range 1 |
Bond Funds |
|
60% |
50% to 70% |
Stock Funds |
|
40% |
30% to 50% |
Tactical Asset Allocation Overlay (TAA) |
|
0% |
-10% to 10% |
1. |
Negative values represent short positions in futures contracts that may be taken using the applicable overlay strategy. |
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 risks that are most likely to have a material effect on a particular Fund as a whole are called "principal risks." The principal risks for each Fund have been previously identified and are described below. Additional information about the principal risks is included in the Statement of Additional Information.
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. 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 a derivative strategy will be affected by the portfolio manager's 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 portfolio manager 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, which may cause a Fund to lose money, suffer delays or incur costs arising from holding or selling an underlying asset. 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.
Foreign Currency Contracts Risk. A Fund that enters into forwards or other foreign currency contracts, which are a type of derivative, is subject to the risk that the portfolio manager may be incorrect in his or her 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 may 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.
Growth/Value Investing Risk. Securities that exhibit certain characteristics, such as growth characteristics or value characteristics, 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 that exhibit different characteristics.
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.
Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund's manager or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, may cause 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. Funds that may enter into mortgage dollar roll transactions are subject to the risk that the market value of the securities that are required to be repurchased in the future may decline below the agreed upon repurchase price. They also involve the risk that the party to whom the securities are sold may become insolvent, limiting a Fund's ability to repurchase securities at the agreed upon price.
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.
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 Funds' policies and procedures with respect to disclosure of the Wells Fargo Funds' portfolio holdings is available in the Funds' Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for certain Funds. The substance of the information contained in such commentaries will also be posted to the Funds' website at wellsfargofunds.com.
A Fund's NAV is the value of a single share. The NAV is calculated as of the close of regular trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day that the NYSE is open, although a Fund may deviate from this calculation time under unusual or unexpected circumstances. The NAV is calculated separately for each class of shares of a multiple-class Fund. The most recent NAV for each class of a Fund is available at wellsfargofunds.com. To calculate the NAV of a Fund's shares, 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 request is processed is based on the next NAV calculated after the request is received in good order. Generally, NAV is not calculated, and purchase and redemption requests are not processed, on days that the NYSE is closed for trading; however under unusual or unexpected circumstances a Fund may elect to remain open even on days that the NYSE is closed or closes early. To the extent that a Fund's assets are traded in various markets on days when the Fund is closed, the value of the Fund's assets may be affected on days when you are unable to buy or sell Fund shares. Conversely, trading in some of a Fund's assets may not occur on days when the Fund is open.
Because a Fund invests substantially all of its investable assets in one or more master portfolios, the value of the Fund's shares is based on the NAV of the shares of such master portfolios. The following describes the pricing policies of the master portfolios, as well as the policies that a Fund will use with respect to any portion of the Fund's assets invested directly in securities. References in this section to a Fund should also be considered references to the master portfolios. A Fund's investments are generally valued at current market prices. Equity securities, options and futures are generally valued at the official closing price or, if none, the last reported sales price on the primary exchange or market on which they are listed (closing price). Equity securities that are not traded primarily on an exchange are generally valued at the quoted bid price obtained from a broker-dealer.
Debt securities are valued at the evaluated bid price provided by an independent pricing service or if a reliable price is not available, the quoted bid price from an independent broker-dealer.
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 quoted bid price of a security, including a security that trades primarily on a foreign exchange, does not accurately reflect its current market value at the time as of which a Fund calculates its NAV. The closing price or the quoted bid price of a security may not reflect its current market value if, among other things, a significant event occurs after the closing price or quoted bid price but before the time as of which a Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systemic 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 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 or evaluated prices from a pricing service or broker-dealer are not readily available.
The fair value of a Fund's securities and other assets is determined in good faith pursuant to policies and procedures adopted by the Fund's Board of Trustees. In light of the judgment involved in making 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 at the time as of which fair value pricing is determined. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or quoted bid price. See the Statement of Additional Information for additional details regarding the determination of NAVs.
The Manager and Portfolio Managers
Wells Fargo Funds Management, LLC ("Funds Management"), headquartered at 525 Market Street, San Francisco, CA 94105, provides
advisory and Fund-level administrative services
to the
Funds
pursuant to an
investment management agreement (the "Management Agreement")
. 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.
Funds Management is responsible for implementing the investment objectives and strategies of the
Funds
. Funds Management's investment professionals review and analyze the
Funds'
performance, including relative to peer funds, and monitor the
Funds'
compliance with
their
investment objectives and strategies. Funds Management is responsible for reporting to the Board on investment performance
and other matters affecting the
Funds
. When appropriate, Funds Management recommends to the Board enhancements to Fund features, including changes to Fund investment
objectives, strategies and policies. Funds Management also communicates with
shareholders
and intermediaries about Fund performance and features.
Funds Management is also responsible for providing
Fund-level administrative services
, which include, among others, providing such services in connection with the
Funds'
operations; developing and implementing procedures for monitoring compliance with regulatory requirements and compliance
with the
Funds'
investment objectives, policies and restrictions; and providing any other
Fund-level administrative services
reasonably necessary for the operation of the
Funds
other than those services that are provided by the
Funds'
transfer and dividend disbursing agent, custodian, and fund accountant
.
To assist Funds Management in implementing the investment objectives and strategies of the
Funds
, Funds Management may contract with one or more sub-advisers to provide day-to-day portfolio management services to the
Funds
. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of any sub-adviser
and supervise and monitor the activities of any sub-adviser on an ongoing basis. Funds Management retains overall responsibility
for the investment activities of the
Funds
.
A discussion regarding the basis for the Board's approval of the Management Agreement and any applicable sub-advisory agreements for each Fund is available in the Fund's annual report for the period ended May 31, 2017 .
For each Fund's most recent fiscal year end, the management fee paid to Funds Management pursuant to the Management Agreement , net of any applicable waivers and reimbursements, was as follows:
|
As a % of average daily net assets |
Growth Balanced Fund |
0.04% |
Moderate Balanced Fund |
0.00% |
The following portfolio managers are responsible for determining the allocation of assets of Growth Balanced Fund and Moderate Balanced Fund in various master portfolios and Funds. The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Fund.
Thomas C. Biwer, CFA |
Mr. Biwer joined Funds Management in 2005, where he currently serves as a Portfolio Manager and a member of the firm's asset allocation team and investment team. |
Erik J. Sens, CFA
|
Mr. Sens joined Funds Management in 2007, where he currently serves as a Portfolio Manager, and as a member of the firm's investment team. |
Aldo Ceccarelli, CFA |
Mr. Ceccarelli joined Funds Management in 2002, where he currently serves as a Portfolio Manager, member of the firm's asset allocation team and head of the Investment Team at Funds Management. |
The Sub-Adviser and Portfolio Managers
The following sub-adviser and portfolio managers provide day-to-day portfolio management services to the master portfolio in which the Funds invest substantially all of their assets. 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. The sub-adviser is compensated for its services by Funds Management from the fees Funds Management receives for its services as investment adviser to the master portfolio. The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Funds .
Wells Capital Management Incorporated ("Wells Capital Management") is a registered investment adviser located at 525 Market Street, San Francisco, CA 94105. Wells Capital Management, an affiliate of Funds Management and indirect wholly owned subsidiary of Wells Fargo & Company, is a multi-boutique asset management firm committed to delivering superior investment services to institutional clients, including mutual funds.
Kandarp R. Acharya, CFA, FRM |
Mr. Acharya joined Wells Capital Management in 2013, where he currently serves as a Senior Portfolio Manager. Prior to joining Wells Capital Management, Mr. Acharya led the Advanced Analytics and Quantitative Research Group at Wells Fargo Wealth Management, where he also led the development and implementation of quantitative tactical allocation models as a member of the firm's Asset Allocation Committee. |
Petros Bocray, CFA, FRM |
Mr. Bocray joined Wells Capital Management in 2006, where he currently serves as a Portfolio Manager. Prior to joining the Multi-Asset Solutions team, he held a similar role with the Quantitative Strategies group at Wells Capital Management where he co-managed several of the team's portfolios. |
Christian L. Chan, CFA |
Mr. Chan joined Wells Capital Management in 2013, where he currently serves as a Portfolio Manager. Prior to joining Wells Capital Management, Mr. Chan was a Portfolio Manager at Wells Fargo Funds Management, LLC where he managed several of the firm's asset allocation mutual funds, and also served as the firm's Head of Investments. |
The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Funds.
Share Class Eligibility
Please see the section entitled "Purchase and Sale of Fund Shares" in the Fund Summary for a schedule of minimum investment
amounts. Purchases made through a customer account at an intermediary may be subject to different minimum investment amounts.
Please contact your financial professional for additional information.
We allow reduced minimum initial and subsequent investment amounts if you sign up for an automatic investment plan. For additional
information regarding available automatic plans, please see the section entitled "Account Policies" below.
Your Fund may offer other classes of shares in addition to those offered through this Prospectus. You may be eligible to
invest in one or more of these other classes of shares. Each share class bears varying expenses and may differ in other features.
Consult your financial professional for more information regarding a Fund's available share classes.
The information 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 any law or regulation, or which would subject Fund shares to
any registration requirement within such jurisdiction or country.
The table below summarizes the key features of the share classes offered through this Prospectus. You should review the "Reductions and Waivers of Sales Charges" section of the Prospectus before choosing which share class to buy. You also should review your Fund's table of Annual Fund Operating Expenses, as other fees and expenses may vary by class.
|
Class A |
Class C |
Front-End Sales Charge |
5.75% |
None |
Contingent Deferred Sales Charge (CDSC) |
None (except that if you redeem Class A shares purchased at or above the $1,000,000 breakpoint level within eighteen months from the date of purchase, you will pay a CDSC of 1.00%) |
1% if shares are sold within one year after purchase |
Ongoing Distribution (12b-1) Fees |
None |
0.75% |
Shareholder Servicing Fee |
0.25% |
0.25% |
Purchase Maximum |
None |
Not to equal or exceed $1,000,000 |
Annual Expenses |
Lower ongoing expenses than Class C |
Higher ongoing expenses than Class A because of 12b-1 fees |
Conversion Feature |
None |
None |
Information regarding sales charges, breakpoint levels, reductions and waivers is also available free of charge on our website at wellsfargofunds.com. You may wish to discuss your choice of share class with your financial professional.
Class A Shares Sales Charges
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. As described below, existing holdings may count towards meeting the breakpoint level applicable to an additional purchase. 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.
1. |
If you redeem Class A shares purchased at or above the $1,000,000 breakpoint level within eighteen months from the date of purchase, you will pay a CDSC of 1.00% of the NAV of the shares on the date of original purchase. Certain exceptions apply (see "CDSC Waivers"). |
2. |
The commission paid to an Intermediary on purchases above the $1,000,000 breakpoint level includes an advance of the first year's shareholder servicing fee. |
Class C Shares Sales Charges
If you choose Class C shares, you buy them at NAV and the Fund's distributor pays sales commissions of up to 1.00% of the purchase price to the intermediary. These commissions include an advance of the first year's distribution and shareholder servicing fee. If you redeem your shares within one year from the date of purchase, you will pay a CDSC of 1.00%. The CDSC percentage you pay is applied to the NAV of the shares on the date of original purchase. 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). You will not be assessed a CDSC on Class C shares you redeem that were purchased with reinvested distributions. Class C share exchanges will not trigger a CDSC and the new shares received in the exchange will continue to age according to the original shares' CDSC schedule and will be charged the CDSC applicable to the original shares upon redemption.
Reductions and Waivers of Sales Charges
You should consider whether you are eligible for any of the reductions or waivers of sales charges discussed below when you
are deciding which share class to buy. The availability of certain sales charge waivers and discounts will depend on whether
you purchase your shares directly from the Fund or through an intermediary. Intermediaries may have different policies and
procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales load ("CDSC")
waivers, which are discussed below. In all instances, it is the purchaser's responsibility to notify the Fund or the purchaser's
financial professional at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge
waivers or discounts.
For waivers and discounts not available through a particular intermediary, shareholders will have to purchase Fund shares
directly from the Fund or through another intermediary to receive these waivers or discounts.
Please see Appendix A for information on intermediaries that currently have different policies and procedures regarding the
availability of sales charge reductions and waivers.
In addition, consult the section entitled "Additional Purchase and Redemption Information" in the Statement of Additional
Information for further details regarding reductions and waivers of sales charges, which we may change from time to time.
Front-End Sales Charge Reductions
You may be eligible for a reduction in the front-end sales charge applicable to purchases of Class A shares under the following circumstances:
You pay a lower sales charge if you are investing an amount over a breakpoint level. See "Class A Shares Sales Charges" above.
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 level within the next 13 months in one or more Wells Fargo Funds. 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 charge you paid and the sales charge you should have paid. Otherwise, we will release the escrowed shares to you when you have invested the agreed upon amount.
Rights of Accumulation (ROA) allow you to aggregate Class A and Class C shares of any Wells Fargo Fund already owned (excluding Wells Fargo money market fund shares, unless you notify us that you previously paid a sales charge on those assets) in order to reach breakpoint levels and to qualify for sales charge reductions on subsequent purchases of Class A shares. The purchase amount used in determining the sales charge on your purchase will be calculated by multiplying the maximum POP by the number of Class A and Class C shares of any Wells Fargo Fund already owned and adding the dollar amount of your current purchase. The following table provides information about the types of accounts that can and cannot be aggregated to qualify for sales charge reductions:
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 |
|
Traditional and Roth IRAs |
X |
|
SEP IRAs |
X |
|
SIMPLE IRAs |
X |
|
Group Retirement Plans |
|
X |
529 Plan accounts 1 |
|
X |
1. |
These accounts may be aggregated at the plan level for purposes of establishing eligibility for sales charge reductions. When plan assets in a Fund's Class A and Class C shares (excluding Wells Fargo money market fund shares) reach a breakpoint level, all plan participants benefit from the reduced sales charge. Participant accounts will not be aggregated with personal accounts. |
Based on the above chart, if you believe that you own shares in one or more accounts that can be aggregated with your current purchase to reach a sales charge breakpoint level, you must, at the time of your purchase specifically identify those shares to your financial professional or the Fund's transfer agent. Only balances currently held entirely either in accounts with the Funds or, if held in an account through an intermediary, at the same firm through which you are making your current purchase, will be eligible to be aggregated with your current purchase for determining your Class A sales charge. For an account to qualify for a sales charge reduction, 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 sales charge reduction.
Front-End Sales Charge Waivers
If you fall into any of the following categories, you can buy Class A shares without a front-end sales charge:
You pay no sales charges on Fund shares you buy with reinvested distributions.
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. The purchase must be made back into the same account. 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 these provisions.
Current and retired employees, directors/trustees and officers of:
Wells Fargo Funds (including any predecessor funds);
Wells Fargo & Company and its affiliates; and
family members (spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and
in-law)) of any of the foregoing.
Current employees of:
the Fund's transfer agent;
broker-dealers who act as selling agents;
family members (spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and
in-law)) of any of the foregoing; and
a Fund's sub-adviser(s), but only for the Fund(s) for which such sub-adviser provides investment advisory services.
Qualified registered investment advisers who buy through an intermediary who has entered into an agreement with the Fund's distributor that allows for load-waived Class A purchases.
Insurance company separate accounts.
Funds of Funds, subject to review and approval by Funds Management.
Group employer-sponsored retirement and deferred compensation plans and group employer-sponsored employee benefit plans (including health savings accounts) and trusts used to fund those plans. Traditional IRAs, Roth IRAs, SEPs, SARSEPs, SIMPLE IRAs, Keogh plans, individual 401(k) plans, individual 403(b) plans as well as shares held in commission-based broker-dealer accounts do not qualify under this waiver.
Investors who purchase shares that are to be included in certain "wrap accounts," including such specified investors who trade through an omnibus account maintained with a Fund by an intermediary.
Investors who purchase shares through a self-directed brokerage account program offered by an intermediary that has entered into an agreement with the Fund's distributor. Intermediaries offering such programs may or may not charge transaction fees.
Investors opening IRA accounts with assets directly transferred from a qualified retirement plan using Wells Fargo Institutional Retirement Trust or another Wells Fargo affiliate for recordkeeping services. For such IRAs to qualify, a Wells Fargo-affiliated entity must hold the account directly on the books of the Fund's transfer agent, and the services of another intermediary may not be utilized with respect to the IRA.
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 (IRS) guidelines) from traditional IRAs and certain other retirement plans. (See your retirement plan information for details or contact your retirement plan administrator.)
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 CDSC for Class C shares redeemed by employer-sponsored retirement plans where the dealer of record waived its commission at the time of purchase.
Compensation to Financial Professionals and Intermediaries
Distribution Plan
Each Fund has adopted a distribution plan (12b-1 Plan) pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), for the classes indicated below. The 12b-1 Plan authorizes the Fund to make payments for services and activities that are primarily intended to result in the sale of Fund shares and to reimburse expenses incurred in connection with such services and activities. The 12b-1 Plan provides that, to the extent any shareholder servicing payments are deemed to be payments for the financing of any activity primarily intended to result in the sale of Fund shares, such payments are deemed to have been approved under the 12b-1 Plan. The fees paid under the 12b-1 Plan are as follows:
Fund |
Class C |
Growth Balanced Fund |
0.75% |
Moderate Balanced Fund |
0.75% |
These fees are paid out of the relevant Class's assets on an ongoing basis. Over time, these fees will increase the cost of your investment and may cost you more than other types of sales charges.
Shareholder Servicing Plan
Each Fund has adopted a shareholder servicing plan (Servicing Plan). The Servicing Plan authorizes the Fund to enter into agreements with the Fund's distributor, manager, or any of their affiliates to provide or engage other entities to provide certain shareholder services, including establishing and maintaining shareholder accounts, processing and verifying purchase , redemption and exchange transactions, and providing such other shareholder liaison or related services as may reasonably be requested. The fees paid under the Servicing Plan are as follows:
Fund |
Class A |
Class C |
Growth Balanced Fund |
0.25% |
0.25% |
Moderate Balanced Fund |
0.25% |
0.25% |
Additional Payments to Financial Professionals and Intermediaries
In addition to dealer reallowances and payments made by certain classes of
each
Fund for distribution and shareholder servicing, the Fund's manager, the distributor or their affiliates make additional
payments ("Additional Payments") to certain financial professionals and intermediaries for selling shares and providing shareholder
services, which include broker-dealers and 401(k) service providers and record keepers. These Additional Payments, which may
be significant, are paid by the Fund's manager, the distributor or their affiliates, out of their revenues, which generally
come directly or indirectly from Fund fees.
In return for these Additional Payments,
each
Fund's manager and distributor expect the Fund to receive certain marketing or servicing considerations that are not generally
available to mutual funds whose sponsors do not make such payments. Such considerations are expected to include, without limitation,
placement of the Fund on a list of mutual funds offered as investment options to the intermediary's clients (sometimes referred
to as "Shelf Space"); access to the intermediary's financial professionals; and/or ability to assist in training and educating
the intermediary's financial professionals.
The Additional Payments may create potential conflicts of interest between an investor and a financial professional or intermediary
who is recommending or making available a particular mutual fund over other mutual funds. Before investing, you should consult
with your financial professional and review carefully any disclosure by the intermediary as to what compensation the intermediary
receives from mutual fund sponsors, as well as how your financial professional is compensated.
The Additional Payments are typically paid in fixed dollar amounts, based on the number of customer accounts maintained by
an intermediary, 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 and differ among intermediaries. Additional Payments to an intermediary that
is compensated based on its customers' assets typically range between 0.05% and 0.30% in a given year of assets invested in
a Fund by the intermediary's customers. Additional Payments to an intermediary that is compensated based on a percentage of
sales typically range between 0.10% and 0.15% of the gross sales of a Fund attributable to the financial intermediary.
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 Funds
website at wellsfargofunds.com.
Buying and Selling Fund Shares
For more information regarding buying and selling Fund shares, please visit wellsfargofunds.com. You may buy (purchase) and sell (redeem) Fund shares as follows:
Requests in "Good Order". All purchase and redemption requests must be received in "good order." This means that a request generally must include:
The Fund name(s), share class(es) and account number(s);
The amount (in dollars or shares) and type (purchase or redemption) of the request;
If by mail, the signature of each registered owner as it appears in the account application;
For purchase requests, payment of the full amount of the purchase request (see "Payment" below);
For redemption requests, a Medallion Guarantee if required (see "Medallion Guarantee" below); and
Any supporting legal documentation that may be required.
Purchase and redemption requests in good order will be processed at the next NAV calculated after the Fund's transfer agent or an authorized intermediary 1 receives your request. If your request is not received in good order, additional documentation may be required to process your transaction. We reserve the right to waive any of the above requirements.
1. |
The Fund's shares may be purchased through an intermediary that has entered into a dealer agreement with the Fund's distributor. The Fund has approved the acceptance of a purchase or redemption request effective as of the time of its receipt by such an authorized intermediary or its designee as long as the request is received by one of those entities prior to the Fund's closing time. We reserve the right to adjust the closing time in certain circumstances. |
Medallion Guarantee. A Medallion Guarantee is only required for a mailed redemption request 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 request exceeds $100,000 and is to be paid to a bank account that is not currently on file with Wells Fargo Funds or if all of the owners of your Wells Fargo Fund account are not included in the registration of the bank account provided; or (3) if the redemption request proceeds are to be paid 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.
Payment. Payment for Fund shares may be made as follows:
By Wire |
Purchases into a new or existing account may be funded by using the following wire instructions:
|
By Check |
Make checks payable to Wells Fargo Funds. |
By Exchange |
Identify an identically registered Wells Fargo Fund account from which you wish to exchange (see "Exchanging Fund Shares" below for restrictions on exchanges). |
By Electronic Funds Transfer ("EFT") |
Additional purchases for existing accounts may be funded by EFT using your linked bank account. |
All payments must be in U.S. dollars, and all checks and EFTs must be drawn on U.S. banks. You will be charged a $25.00 fee
for every check or EFT that is returned to us as unpaid.
Form of Redemption Proceeds.
You may request that your redemption proceeds be sent to you by check, by EFT into a linked bank account, or by wire to a
linked bank account. Please call Investor Services at 1-800-222-8222 regarding the requirements for linking bank accounts
or for wiring funds. Under normal circumstances, we expect to meet redemption requests either by using uninvested cash or
cash equivalents or by using the proceeds from the sale of portfolio securities, at the discretion of the portfolio manager(s).
The Wells Fargo Funds may also borrow through a bank line of credit for the purpose of meeting redemption requests, although
we do not expect to draw funds from this source on a regular basis. In lieu of making cash payments, we reserve the right
to determine in our sole discretion, including under stressed market conditions, whether to satisfy redemption requests by
making payments in securities. In such cases, we may meet all or part of a redemption request by making payment in securities
equal in value to the amount of the redemption payable to you as permitted under the 1940 Act, and the rules thereunder, in
which case the redeeming shareholder should expect to incur transaction costs upon the disposition of any securities received.
Timing of Redemption Proceeds.
We normally will send out checks within one business day after we accept your request to redeem. We reserve the right to
delay payment for up to seven days. If you wish to redeem shares purchased by check, by EFT or through the Automatic Investment
Plan within seven days of purchase, you may be asked to resubmit your redemption request if your payment has not yet cleared.
Payment of redemption proceeds may be delayed for longer than seven days 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 redeeming shares
provided by the product or plan. There may be special requirements that supersede or are in addition to the requirements in
this Prospectus.
Exchanging Fund Shares
Exchanges between two funds involve two transactions: (1) the redemption of shares of one fund; and (2) the purchase of shares of another. In general, the same rules and procedures described under "Buying and Selling Fund Shares" apply to exchanges. There are, however, additional policies and considerations you should keep in mind while making or considering an exchange:
In general, exchanges may be made between like share classes of any fund in the Wells Fargo Funds complex offered to the general public for investment (i.e., a fund not closed to new accounts), with the following exceptions: (1) Class A shares of non-money market funds may also be exchanged for Service Class shares of any retail or government money market fund; (2) Service Class shares may be exchanged for Class A shares of any non-money market fund; and (3) no exchanges are allowed into institutional money market funds.
If you make an exchange between Class A shares of a money market fund and Class A shares of a non-money market fund, you will buy the shares at the POP of the new fund unless you are otherwise eligible to buy shares at NAV.
Same-fund exchanges between share classes are permitted subject to the following conditions: (1) the shareholder must meet the eligibility guidelines of the class being purchased in the exchange; (2) exchanges out of Class A and Class C shares would not be allowed if shares are subject to a CDSC; and (3) for non-money market funds, in order to exchange into Class A shares, the shareholder must be able to qualify to purchase Class A shares at NAV based on current Prospectus guidelines.
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 Fund into which you wish to exchange.
Every exchange involves redeeming 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 investment amount for the new fund, unless your balance has fallen below that amount due to investment performance.
If you are making an additional investment into a fund that you already own through an exchange, you must exchange at least the minimum subsequent investment amount for the fund you are exchanging into.
Class C share exchanges will not trigger a CDSC. The new shares received in the exchange will continue to age according to the original shares' CDSC 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 the above exchange policies.
Frequent Purchases and Redemptions of Fund Shares
Wells Fargo 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 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 $5,000 or more (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 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. It generally takes about ten business days to establish a plan once we have received your instructions and 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. 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 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 Fund you own for shares of another Wells Fargo Fund. See the section "Exchanging Fund Shares" of this Prospectus for the policies that apply to exchanges. 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, except for investments in a Money Market Fund or an Ultra
Short-Term Bond Fund (Ultra Short-Term Income Fund or Ultra Short-Term Municipal Income Fund).
Payroll Direct Deposit Plan — With this plan, you may regularly transfer all or a portion of your paycheck, social security check, military allotment, or annuity payment for investment into the Fund of your choice.
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 call Investor Services at 1-800-222-8222 or contact your financial professional.
Retirement Accounts.
We offer a variety of retirement account types for individuals and small businesses. There may be special distribution requirements
for a retirement account, such as required distributions or mandatory Federal income tax withholdings. For more information
about the retirement accounts listed below, including any distribution requirements, call Investor Services at 1-800-222-8222.
For retirement accounts held directly with a Fund, certain fees may apply, including an annual account maintenance fee.
The retirement accounts available for individuals and small businesses are:
Individual Retirement Accounts, including Traditional IRAs and Roth IRAs
Small business retirement accounts, including Simple IRAs and SEP IRAs.
Small Account Redemptions.
We reserve the right to redeem accounts that have values that fall below a Fund's minimum initial investment amount due to
shareholder redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring
your account value above the Fund's minimum initial investment amount. Please call Investor Services at 1-800-222-8222 or
contact your financial professional for further details.
Transaction Authorizations.
We may accept telephone, electronic, and clearing agency transaction instructions from anyone who represents that he or she
is a shareholder and provides reasonable confirmation of his or her identity. Neither we nor Wells Fargo Funds will be liable
for any losses incurred if we follow such instructions we reasonably believe to be genuine. For transactions through our website,
we may assign personal identification numbers (PINs) and you will need to create a login ID and password for account access.
To safeguard your account, please keep these credentials 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 online access credentials.
Identity Verification.
We are required by law to obtain from you certain personal information that will be used to verify your identity. If you
do not provide the information, we will not be able to open your account. In the rare event that we are unable to verify your
identity as required by law, we reserve the right to redeem your account at the current NAV of the Fund's shares. You will
be responsible for any losses, taxes, expenses, fees, or other results of such a redemption.
Right to Freeze Accounts, Suspend Account Services or Reject or Terminate an Investment.
We reserve the right, to the extent permitted by law and/or regulations, to freeze any account or suspend account services
when we have received reasonable notice (written or otherwise) of a dispute between registered or beneficial account owners
or when we believe a fraudulent transaction may occur or has occurred. Additionally, we reserve the right to reject any purchase
or exchange request and to terminate a shareholder's investment, including closing the shareholder's account.
Distributions
The Funds generally make distributions of any net investment income and any realized net capital gains annually. Please contact your institution for distribution options. 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 Investor Services at 1-800-222-8222.
Automatic Reinvestment Option—Allows you to use distributions 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 receive distributions via checks 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 EFT. The bank account must be linked to your Wells Fargo 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 Fund of the same share class. The new shares are purchased at NAV generally on the day the distribution is paid. In order to use 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 investment amounts in both Funds prior to using this option.
You are eligible to earn distributions beginning on the business day after the Fund's transfer agent or an authorized intermediary receives your purchase request in good order.
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.
The Fund elected to be treated and intends to qualify each year as a regulated investment company ("RIC"). A RIC is not subject to tax at the corporate level on income and gains from investments that are distributed in a timely manner to shareholders. However, the Fund's failure to qualify as a RIC would result in corporate level taxation, and consequently, a reduction in income available for distribution to you as a shareholder.
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. If you are an individual and meet certain holding period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
Corporate shareholders may be able to deduct a portion of their distributions when determining their taxable income.
Individual taxpayers are subject to a maximum tax rate of 39.6% on ordinary income and a maximum tax rate on long-term capital gains and qualified dividends of 20%. For U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), a 3.8% Medicare contribution tax will apply on "net investment income," including interest, dividends, and capital gains. Corporations are subject to tax on all income and gain at a maximum tax rate of 35%.
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.
When you receive a distribution from a Fund or redeem shares, you may be subject to backup withholding.
The following tables are intended to help you understand a Fund's financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in each Fund (assuming reinvestment of all distributions). The information in the following tables has been derived from the Funds' financial statements , which have been audited by KPMG LLP, the Funds' independent registered public accounting firm, whose report, along with each Fund's financial statements , is also included in each Fund's annual report, a copy of which is available upon request.
For a share outstanding throughout each period
|
|
Year ended May 31 |
|||||||||||||
Class A |
2017 |
2016 |
2015 |
2014 |
2013 |
||||||||||
Net asset value, beginning of period |
$ |
39.99 |
|
$ |
40.80 |
|
$ |
37.96 |
|
$ |
33.35 |
|
$ |
27.77 |
|
Net investment income |
|
0.41 |
|
|
0.46 |
|
|
0.36 |
|
|
0.35 |
|
|
0.32 |
|
Net realized and unrealized gains (losses) on investments |
|
3.93 |
|
|
-0.94 |
|
|
2.65 |
|
|
4.60 |
|
|
5.70 |
|
Total from investment operations |
|
4.34 |
|
|
-0.48 |
|
|
3.01 |
|
|
4.95 |
|
|
6.02 |
|
Distribution to shareholders from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
-0.42 |
|
|
-0.33 |
|
|
-0.17 |
|
|
-0.34 |
|
|
-0.44 |
|
Net asset value, end of period |
$ |
43.91 |
|
$ |
39.99 |
|
$ |
40.80 |
|
$ |
37.96 |
|
$ |
33.35 |
|
Total return 1 |
|
10.93 |
% |
|
-1.14 |
% |
|
7.94 |
% |
|
14.87 |
% |
|
21.85 |
% |
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses 2 |
|
1.34 |
% |
|
1.35 |
% |
|
1.40 |
% |
|
1.39 |
% |
|
1.39 |
% |
Net expenses 2 |
|
1.20 |
% |
|
1.20 |
% |
|
1.20 |
% |
|
1.20 |
% |
|
1.20 |
% |
Net investment income |
|
1.10 |
% |
|
1.10 |
% |
|
0.97 |
% |
|
1.05 |
% |
|
1.23 |
% |
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate 3 |
|
114 |
% |
|
79 |
% |
|
75 |
% |
|
77 |
% |
|
80 |
% |
Net assets, end of period (000s omitted) |
$ |
65,514 |
|
$ |
65,866 |
|
$ |
64,223 |
|
$ |
61,117 |
|
$ |
55,777 |
|
1. |
Total return calculations do not include any sales charges. |
2. |
Ratios include net expenses allocated from the affiliated Master Portfolios which were as follows:
|
3. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
For a share outstanding throughout each period
|
|
Year ended May 31 |
|||||||||||||
Class C |
2017 |
2016 |
2015 |
2014 |
2013 |
||||||||||
Net asset value, beginning of period |
$ |
34.82 |
|
$ |
35.63 |
|
$ |
33.33 |
|
$ |
29.38 |
|
$ |
24.52 |
|
Net investment income |
|
0.13 |
1 |
|
0.12 |
1 |
|
0.08 |
1 |
|
0.10 |
1 |
|
0.13 |
1 |
Net realized and unrealized gains (losses) on investments |
|
3.38 |
|
|
-0.79 |
|
|
2.30 |
|
|
4.00 |
|
|
4.98 |
|
Total from investment operations |
|
3.51 |
|
|
-0.67 |
|
|
2.38 |
|
|
4.10 |
|
|
5.11 |
|
Distribution to shareholders from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
-0.19 |
|
|
-0.14 |
|
|
-0.08 |
|
|
-0.15 |
|
|
-0.25 |
|
Net asset value, end of period |
$ |
38.14 |
|
$ |
34.82 |
|
$ |
35.63 |
|
$ |
33.33 |
|
$ |
29.38 |
|
Total return 2 |
|
10.10 |
% |
|
-1.88 |
% |
|
7.13 |
% |
|
13.99 |
% |
|
20.97 |
% |
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses 3 |
|
2.09 |
% |
|
2.10 |
% |
|
2.15 |
% |
|
2.14 |
% |
|
2.14 |
% |
Net expenses 3 |
|
1.95 |
% |
|
1.95 |
% |
|
1.95 |
% |
|
1.95 |
% |
|
1.95 |
% |
Net investment income |
|
0.35 |
% |
|
0.36 |
% |
|
0.22 |
% |
|
0.31 |
% |
|
0.48 |
% |
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate 4 |
|
114 |
% |
|
79 |
% |
|
75 |
% |
|
77 |
% |
|
80 |
% |
Net assets, end of period (000s omitted) |
$ |
16,463 |
|
$ |
16,225 |
|
$ |
14,349 |
|
$ |
12,637 |
|
$ |
9,326 |
|
1. |
Calculated based upon average shares outstanding |
2. |
Total return calculations do not include any sales charges. |
3. |
Ratios include net expenses allocated from the affiliated Master Portfolios which were as follows:
|
4. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
For a share outstanding throughout each period
|
|
Year ended May 31 |
|||||||||||||
Class A |
2017 |
2016 |
2015 |
2014 |
2013 |
||||||||||
Net asset value, beginning of period |
$ |
22.51 |
|
$ |
23.57 |
|
$ |
23.19 |
|
$ |
21.21 |
|
$ |
18.84 |
|
Net investment income |
|
0.28 |
|
|
0.28 |
1 |
|
0.32 |
|
|
0.29 |
1 |
|
0.21 |
|
Net realized and unrealized gains (losses) on investments |
|
1.34 |
|
|
-0.23 |
|
|
1.01 |
|
|
1.82 |
|
|
2.50 |
|
Total from investment operations |
|
1.62 |
|
|
0.05 |
|
|
1.33 |
|
|
2.11 |
|
|
2.71 |
|
Distribution to shareholders from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
-0.29 |
|
|
-0.26 |
|
|
-0.44 |
|
|
-0.13 |
|
|
-0.34 |
|
Net realized gains |
|
-0.37 |
|
|
-0.85 |
|
|
-0.51 |
|
|
0.00 |
|
|
0.00 |
|
Total distributions to shareholders |
|
-0.66 |
|
|
-1.11 |
|
|
-0.95 |
|
|
-0.13 |
|
|
-0.34 |
|
Net asset value, end of period |
$ |
23.47 |
|
$ |
22.51 |
|
$ |
23.57 |
|
$ |
23.19 |
|
$ |
21.21 |
|
Total return 2 |
|
7.33 |
% |
|
0.34 |
% |
|
5.87 |
% |
|
9.94 |
% |
|
14.57 |
% |
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses 3 |
|
1.32 |
% |
|
1.32 |
% |
|
1.36 |
% |
|
1.36 |
% |
|
1.36 |
% |
Net expenses 3 |
|
1.15 |
% |
|
1.15 |
% |
|
1.15 |
% |
|
1.15 |
% |
|
1.15 |
% |
Net investment income |
|
1.25 |
% |
|
1.26 |
% |
|
1.14 |
% |
|
1.29 |
% |
|
1.41 |
% |
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate 4 |
|
114 |
% |
|
87 |
% |
|
84 |
% |
|
89 |
% |
|
86 |
% |
Net assets, end of period (000s omitted) |
$ |
36,679 |
|
$ |
35,993 |
|
$ |
20,782 |
|
$ |
18,169 |
|
$ |
10,344 |
|
1. |
Calculated based upon average shares outstanding |
2. |
Total return calculations do not include any sales charges. |
3. |
Ratios include net expenses allocated from the affiliated Master Portfolios which were as follows:
|
4. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
For a share outstanding throughout each period
|
|
Year ended May 31 |
|||||||||||||
Class C |
2017 |
2016 |
2015 |
2014 |
2013 |
||||||||||
Net asset value, beginning of period |
$ |
22.05 |
|
$ |
23.18 |
|
$ |
22.79 |
|
$ |
20.96 |
|
$ |
18.63 |
|
Net investment income |
|
0.11 |
1 |
|
0.11 |
1 |
|
0.09 |
1 |
|
0.12 |
1 |
|
0.11 |
|
Net realized and unrealized gains (losses) on investments |
|
1.32 |
|
|
-0.23 |
|
|
1.04 |
|
|
1.80 |
|
|
2.42 |
|
Total from investment operations |
|
1.43 |
|
|
-0.12 |
|
|
1.13 |
|
|
1.92 |
|
|
2.53 |
|
Distribution to shareholders from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
-0.14 |
|
|
-0.16 |
|
|
-0.23 |
|
|
-0.09 |
|
|
-0.20 |
|
Net realized gains |
|
-0.37 |
|
|
-0.85 |
|
|
-0.51 |
|
|
0.00 |
|
|
0.00 |
|
Total distributions to shareholders |
|
-0.51 |
|
|
-1.01 |
|
|
-0.74 |
|
|
-0.09 |
|
|
-0.20 |
|
Net asset value, end of period |
$ |
22.97 |
|
$ |
22.05 |
|
$ |
23.18 |
|
$ |
22.79 |
|
$ |
20.96 |
|
Total return 2 |
|
6.56 |
% |
|
-0.44 |
% |
|
5.06 |
% |
|
9.15 |
% |
|
13.65 |
% |
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses 3 |
|
2.07 |
% |
|
2.07 |
% |
|
2.11 |
% |
|
2.11 |
% |
|
2.11 |
% |
Net expenses 3 |
|
1.90 |
% |
|
1.90 |
% |
|
1.90 |
% |
|
1.90 |
% |
|
1.90 |
% |
Net investment income |
|
0.50 |
% |
|
0.51 |
% |
|
0.40 |
% |
|
0.54 |
% |
|
0.66 |
% |
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate 4 |
|
114 |
% |
|
87 |
% |
|
84 |
% |
|
89 |
% |
|
86 |
% |
Net assets, end of period (000s omitted) |
$ |
12,180 |
|
$ |
12,501 |
|
$ |
6,042 |
|
$ |
4,469 |
|
$ |
2,576 |
|
1. |
Calculated based upon average shares outstanding |
2. |
Total return calculations do not include any sales charges. |
3. |
Ratios include net expenses allocated from the affiliated Master Portfolios which were as follows:
|
4. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
Appendix A - Sales Charge Reductions and Waivers for Certain Intermediaries
Merrill Lynch
Effective April 10, 2017, shareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI.
Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch |
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan |
Shares purchased by or through a 529 Plan |
Shares purchased through a Merrill Lynch affiliated investment advisory program |
Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch's platform |
Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable) |
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family) |
Shares exchanged from Class C (i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date |
Employees and registered representatives of Merrill Lynch or its affiliates and their family members, as defined by Merrill Lynch, which may differ from the definition of family member in the Fund prospectus. |
Directors or Trustees of the Fund, and employees of the Fund's investment adviser or any of its affiliates, as described in this prospectus |
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). Subject to the Fund's policy regarding frequent purchases and redemptions of Fund shares, you may not be able to repurchase shares for the first 30 days after your redemption. |
CDSC Waivers on A, B and C Shares available at Merrill Lynch |
Death or disability of the shareholder |
Shares sold as part of a systematic withdrawal plan as described in the Fund's prospectus |
Return of excess contributions from an IRA Account |
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ |
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch |
Shares acquired through a right of reinstatement |
Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only) |
Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent |
Breakpoints as described in this prospectus. |
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser's household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets |
Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable) |
© 2017 Wells Fargo Funds Management, LLC. All rights reserved |
107AFR/P501E
ICA Reg. No. 811-09253 |
WELLS FARGO FUNDS TRUST
PART B
WELLS FARGO ALLOCATION FUNDS
STATEMENT OF ADDITIONAL INFORMATION
Statement of Additional Information
October 1, 2017
Wells Fargo Growth Balanced Fund
Class A - WFGBX, Class C - WFGWX, Administrator Class - NVGBX
Wells Fargo Moderate Balanced Fund
Class A - WFMAX, Class C - WFBCX, Administrator Class - NVMBX
Wells Fargo Funds Trust (the "Trust") is an open-end, management investment company. This Statement of Additional Information
("SAI") contains additional information about two series of the Trust in the Wells Fargo family of funds - the above referenced
Funds (each, a "Fund" and collectively, the "Funds"). The Funds are considered diversified under the Investment Company Act
of 1940, as amended (the "1940 Act"). The Funds offer certain classes of shares as indicated above. This SAI relates to all
such classes of shares.
This SAI is not a prospectus and should be read in conjunction with the Funds' Prospectuses (the "Prospectuses") dated October
1, 2017. The audited financial statements for the Funds, which include the portfolios of investments and report of the independent
registered public accounting firm for the fiscal year ended May 31, 2017, are hereby incorporated by reference to the Funds'
Annual Reports. The Prospectuses, Annual Reports and Semi-Annual Reports may be obtained free of charge by visiting our Web
site at wellsfargofunds.com, calling 1-800-222-8222 or writing to Wells Fargo Funds, P.O. Box 8266, Boston, MA 02266-8266.
ALOS/FASAI11 10-17
TABLE OF CONTENTS
2
2
3
4
30
32
41
44
44
49
50
50
51
51
51
Policies and Procedures for Disclosure of Fund Portfolio Holdings
52
56
58
58
62
75
HISTORICAL FUND INFORMATION
The Trust was organized as a Delaware statutory trust on March 10, 1999. On March 25, 1999, the Board of Trustees of Norwest
Advantage Funds ("Norwest"), the Board of Directors of Stagecoach Funds, Inc. ("Stagecoach") and the Board of Trustees of
the Trust (the "Board") approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of
the assets and stated liabilities of various predecessor Norwest and Stagecoach portfolios to certain Funds of the Trust (the
"Reorganization"). Prior to November 5, 1999, the effective date of the Reorganization, the Trust had only nominal assets.
On December 16, 2002, the Boards of Trustees of The Montgomery Funds and The Montgomery Funds II ("Montgomery") approved an
Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities
of various predecessor Montgomery portfolios into various Funds of the Trust. The effective date of the reorganization was
June 9, 2003.
On February 3, 2004, the Board and on February 18, 2004, the Board of Trustees of The Advisors' Inner Circle Fund ("AIC Trust")
approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated
liabilities of various predecessor AIC Trust portfolios into various Funds of the Trust. The effective date of the reorganization
was July 26, 2004.
In August and September 2004, the Boards of Directors of the Strong family of funds ("Strong") and the Board approved an Agreement
and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities of various
predecessor Strong mutual funds into various Funds of the Trust. The effective date of the reorganization was April 8, 2005.
On December 30, 2009, the Board of Trustees of Evergreen Funds ("Evergreen") and on January 11, 2010 the Board approved an
Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities
of various predecessor Evergreen portfolios and Wells Fargo Advantage Funds portfolios to certain Funds of the Trust. The
effective date of the reorganization was July 12, 2010 for certain Evergreen Funds and July 19, 2010 for the remainder of
the Evergreen Funds.
The
Growth Balanced Fund
commenced operations on November 8, 1999, as successor to the Norwest Growth Balanced Fund. The predecessor Norwest Advantage
Growth Balanced Fund commenced operations on April 30, 1989.
The
Moderate Balanced Fund
commenced operations on November 8, 1999, as successor to the Norwest Moderate Balanced Fund. The predecessor Norwest Advantage
Moderate Balanced Fund commenced operations on April 30, 1989.
FUND INVESTMENT POLICIES AND RISKS
Fundamental Investment Policies
Each 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 each Fund.
The Funds may not
:
(1) purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after
the purchase and as a result thereof, the value of a Fund's investments in that industry would equal or exceed 25% of the
current value of the Fund's total assets, provided that this restriction does not limit a Fund's investments in (i) securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) securities of other investment companies,
(iii) municipal securities, (iv) repurchase agreements, and provided further that (viii) the Asset Allocation Index Fund reserves
the right to concentrate in any industry in which the S&P 500 Index becomes concentrated to the same degree during the same
period, and (v) the Index Asset Allocation Fund reserves the right to concentrate in obligations of domestic banks (to the
extent permitted by the U.S. Securities and Exchange Commission (the "SEC") or its staff and as such term is interpreted by
the SEC or its staff;
(2) purchase securities of any issuer if, as a result, with respect to 75% of a Fund's total assets, more than 5% of the value
of its total assets would be invested in the securities of any one issuer or the Fund's ownership would be more than 10% of
the outstanding voting securities of such issuer, provided that this restriction does not limit a Fund's investments in securities
issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or investments in securities of other investment
companies;
(3) borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders
obtained thereunder;
(4) issue senior securities, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive
orders obtained thereunder;
(5) make loans to other parties if, as a result, the aggregate value of such loans would exceed one-third of a Fund's total
assets. For the purposes of this limitation, entering into repurchase agreements, lending securities and acquiring any debt
securities are not deemed to be the making of loans;
(6) underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from
the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with a
Fund's investment program may be deemed to be an underwriting;
(7) purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall
not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged
in the real estate business); or
(8) purchase or sell commodities, provided that (i) currency will not be deemed to be a commodity for purposes of this restriction,
(ii) this restriction does not limit the purchase or sale of futures contracts, forward contracts or options, and (iii) this
restriction does not limit the purchase or sale of securities or other instruments backed by commodities or the purchase or
sale of commodities acquired as a result of ownership of securities or other instruments.
Non-Fundamental Investment Policies
Each Fund has adopted the following non-fundamental policies; that is, they may be changed by the Trustees at any time without
approval of such Fund's shareholders.
(1) Each Fund may invest in shares of other investment companies to the extent permitted under the 1940 Act, including the
rules, regulations and any exemptive orders obtained thereunder, provided however, that no Fund that has knowledge that its
shares are purchased by another investment company investor pursuant to Section 12(d)(1)(G) of the 1940 Act will acquire any
securities of registered open-end management investment companies or registered unit investment trusts in reliance on Section
12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
Further Explanation of Investment Policies
Notwithstanding the foregoing policies, any other investment companies in which the Funds may invest have adopted their own
investment policies, which may be more or less restrictive than those listed above, thereby allowing a Fund to participate
in certain investment strategies indirectly that are prohibited under the fundamental and non-fundamental investment policies
listed above.
Additional Approved Principal Investment Strategies
In addition to the principal investment strategies set forth in the Prospectus(es), the Funds may also use futures, options
or swap agreements, as well as other derivatives, to manage risk or to enhance return. Please refer to a Fund's Prospectuses
for information regarding the Fund's anticipated use of derivatives, if any, as a principal investment strategy. Please note
that even if a Fund's Prospectuses do not currently include information regarding derivatives, or only includes information
regarding certain derivative instruments, the Fund may use any of the derivative securities described below, at any time,
and to any extent consistent with the Fund's other principal investment strategies.
DERIVATIVES
Derivative Securities
Derivative securities are securities that derive their value, at least in part, from the price of another security or asset,
or the level of an index, such as the S&P 500 Index, or a rate, such as the London Interbank Offered Rate ("LIBOR"), including
structured notes, bonds or other instruments with interest rates that are determined by reference to changes in the value
of other interest rates, indices or financial indicators ("References") or the relative change in two or more References.
Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indices, are traded
on regulated exchanges. These types of derivatives are standardized contracts that can easily be bought and sold, and whose
market values are determined and published daily. Non-standardized derivatives, on the other hand, tend to be more specialized
or complex, and may be harder to value. Futures contracts and options are also considered types of derivative securities,
and are described more fully under the heading "Futures and Options Contracts" below. Other common types of derivatives include
forward foreign currency exchange contracts, forward contracts on securities and securities indices, linked securities and
structured products, collateralized mortgage obligations, stripped securities, warrants, swap agreements, and swaptions.
An investment is often made in derivative securities as a "hedge" against fluctuations in the market value of the other securities
in a Fund's portfolio due to currency exchange rate fluctuations or other factors in the securities markets, although a Fund
may also invest in certain derivative securities for investment purposes only. Other reasons why a Fund may use derivative
securities include protecting its unrealized gains reflected in the value of its portfolio of securities, facilitating the
sale of such securities for investment purposes, reducing transaction costs, and/or managing the effective maturity or duration
of its portfolio.
While derivative securities are useful for hedging and investment, they also carry additional risks. A hedging policy may
fail if the correlation between the value of the derivative securities and the other investments in a Fund's portfolio does
not follow the sub-adviser's expectations. If the sub-adviser's expectations are not met, it is possible that the hedging
strategy will not only fail to protect the value of a Fund's investments, but the Fund may also lose money on the derivative
security itself. In addition, some derivative securities represent relatively recent innovations in the bond markets. The
trading market for these instruments is less developed than the markets for traditional types of debt instruments. It is uncertain
how these derivative securities will perform under different economic interest-rate scenarios. Because certain of these instruments
are leveraged, their market values may be more volatile than other types of securities and may present greater potential for
capital gain or loss. Derivative securities and their underlying instruments may experience periods of illiquidity, which
could cause a Fund to hold a security it might otherwise sell or a Fund could be forced to sell a security at inopportune
times or for prices that do not reflect current market value. The possibility of default by the issuer or the issuer's credit
provider may be greater for structured and derivative instruments than for other types of instruments. As new types of derivative
securities are developed and offered to investors, the manager will, consistent with a Fund's investment objective, policies,
restrictions and quality standards, consider making investments in such new types of derivative securities.
Additional risks of derivative securities include, but are not limited to: the risk of disruption of a Fund's ability to trade
in derivative securities because of regulatory compliance problems or regulatory changes; credit risk of counterparties to
derivative contracts, and market risk (i.e., exposure to adverse price changes).
The manager uses a variety of internal risk management procedures to ensure that derivatives are closely monitored and that
their use is consistent with a particular Fund's investment objective, policies, restrictions and quality standards, and does
not expose such Fund to undue risk.
A Fund's use of derivatives also is subject to broadly applicable investment policies. For example, a Fund may not invest
more than a specified percentage of its assets in "illiquid securities," including those derivatives that do not have active
secondary markets. A Fund also may not use certain derivatives without establishing adequate "cover" in compliance with the SEC
rules limiting the use of leverage. Consistent with SEC staff guidance, a Fund will consider its obligations involving such
derivatives as "covered" when a Fund (i) maintains an offsetting financial position, or (ii) segregates liquid assets (which
may include, but are not limited to, cash, cash equivalents, equities and debt securities) equal to a Fund's exposures relating
to the derivative, as determined on a daily basis. If a Fund chooses to establish a "covered" position by segregating liquid
assets, the amount that must be segregated will be determined in accordance with current SEC staff guidance, and will thus
vary based on the specific derivative instrument being used. For example, for futures and forward contracts that require only
cash settlement, and swap agreements that call for periodic netting between a Fund and its counterparty, the segregated amount
will be the net amount due under the contract, as determined daily on a mark-to-market basis. For other kinds of futures,
forwards and swaps, a Fund must segregate a larger amount of assets to cover its obligations, which essentially limits a Fund's
ability to use these instruments.
Both equity and credit derivatives include options, futures and options on futures, which may be used to hedge a Fund's portfolio,
increase returns or maintain exposure to a market without buying individual securities. These investments may pose risks in
addition to those associated with investing directly in securities or other investments. Such risks may include illiquidity
of the derivative and imperfect correlation of the derivative with underlying investments for which it is being substituted
or the Fund's other portfolio holdings. Accordingly, there is the risk that such practices may fail to serve their intended
purposes, and may reduce returns or increase volatility. These practices also entail transactional expenses.
Additionally, the use of derivatives can lead to losses because of adverse movements in the price or value of the underlying
security, asset, index or reference rate, which may be magnified by certain features of the derivatives. These risks are heightened
when a Fund uses derivatives to enhance its return or as a substitute for a position or security, rather than solely to hedge
or offset the risk of a position or security held by a Fund. A Fund's use of derivatives to leverage risk also may exaggerate
a loss, potentially causing a Fund to lose more money than if it had invested in the underlying security, or limit a potential
gain.
The success of management's derivative strategies will depend on its ability to assess and predict the impact of market or
economic developments on the underlying security, asset, index or reference rate and the derivative itself, without necessarily
the benefit of observing the performance of the derivative under all possible market conditions. Other risks arise from a
Fund's potential inability to terminate or sell its derivative positions as a liquid secondary market for such positions may
not exist at times when a Fund may wish to terminate or sell them. Over-the-counter instruments (investments not traded on
an exchange) may be illiquid. Derivatives traded in the over-the-counter market are subject to the risk that the other party
will not meet its obligations. Also, with some derivative strategies, there is the risk that a Fund may not be able to find
a suitable counterparty for the derivative transaction, and therefore may be unable to invest in derivatives altogether. The
use of derivatives may also increase the amount and accelerate the timing of taxes payable by shareholders.
A Fund that is authorized to invest in derivatives may use any or all of the above investment techniques and may purchase
different types of derivative instruments at any time and in any combination. There is no particular strategy that dictates
the use of one technique over another, as the use of derivatives is a function of numerous variables, including market conditions.
Credit Derivatives
. A credit derivative is a form of derivative that is divided into two categories: credit default swaps and total return swaps.
Both such categories of credit derivatives are usually governed by the standard terms and conditions of an ISDA Master Agreement.
A credit default swap involves a protection buyer and a protection seller. A Fund may be either a protection buyer or seller.
The protection buyer makes periodic premium payments to the protection seller during the swap term in exchange for the protection
seller agreeing to make certain defined payments to the protection buyer in the event certain defined credit events occur
with respect to a particular security, issuer or basket of securities. A total return swap involves a total return receiver
and a total return payor. A Fund may either be a total return receiver or payor. Generally, the total return payor sells to
the total return receiver an amount equal to all cash flows and price appreciation on a defined security or asset payable
at periodic times during the swap term (i.e., credit risk) in return for a periodic payment from the total return receiver
based on designated index (e.g., LIBOR) and spread plus the amount of any price depreciation on the reference security or
asset. The total return payor does not need to own the underlying security or asset to enter into a total return swap. The
final payment at the end of the swap term includes final settlement of the current market price of the underlying reference
security or asset, and payment by the applicable party for any appreciation or depreciation in value. Usually, collateral
must be posted by the total return receiver to secure the periodic interest-based and market price depreciation payments depending
on the credit quality of the underlying reference security and creditworthiness of the total return receiver, and the collateral
amount is marked-to-market daily equal to the market price of the underlying reference security or asset between periodic
payment dates.
Other types of credit derivatives include credit-linked notes and other forms of debt obligations having an embedded credit
default swap component. In such type of credit derivative, payments of principal and interest are tied to the performance
of one or more reference obligations or assets.
In all of the above-referenced credit derivative transactions, the same general risks inherent to derivative transactions
are present. However, credit derivative transactions also carry with them greater risks of imperfect correlation between the
performance and price of the underlying reference security or asset, and the general performance of the designated interest
rate or index which is the basis for the periodic payment. If a Fund writes a credit default swap, it receives an up-front
premium. A Fund's exposure under a credit default swap, though, is a form of leverage and will be subject to the restrictions
on leveraged derivatives.
Inverse Floaters
. A Fund may invest in inverse floating rate municipal securities or "inverse floaters," sometimes also referred to as a "residual
interest certificates." Inverse floaters are issued by tender option bond trusts ("trusts") that are established by a third
party sponsor in connection with the transfer of municipal bonds to the trusts. In addition to inverse floaters, these trusts
typically issue short-term floating rate notes which are usually sold to money market funds ("floating rate notes"). An inverse
floater is a type of "derivative" debt instrument with a floating or variable interest rate that moves in the opposite direction
of the interest rate on another security, normally the floating rate note. Because changes in the interest rate on the note
inversely affect the rate of interest received on an inverse floater, and because inverse floaters essentially represent a
leveraged investment in a long-term bond, the value of an inverse floater is generally more volatile than that of a conventional
fixed-rate municipal bond having similar credit quality, redemption provisions and maturity. Inverse floaters may have interest
rate adjustment formulas which generally reduce or eliminate the interest paid to a Fund when short-term interest rates rise,
and increase the interest paid to a Fund when short-term interest rates fall. The value of inverse floaters also tends to
fall faster than the value of fixed rate municipal bonds when interest rates rise, and conversely, their value tends to rise
more rapidly when interest rates fall. Inverse floaters have varying degrees of liquidity, and the market for these securities
is relatively volatile. Inverse floaters tend to underperform the market for fixed rate municipal bonds in a rising long-term
interest rate environment, but tend to outperform that market when long-term interest rates decline.
An investment in inverse floaters may involve greater risk than an investment in a fixed-rate municipal security. All inverse
floaters entail some degree of leverage. The interest rate on inverse floaters varies inversely at a pre-set multiple of the
change in short-term rates. An inverse floater that has a higher multiple, and therefore more leverage, will be more volatile
with respect to both price and income than an inverse floater with a lower degree of leverage or than the underlying security.
The markets for inverse floating rate securities may be less developed and have less liquidity than the markets for conventional
securities.
Under applicable financial accounting standards, inverse floater transactions in which the Fund has transferred a municipal
security it owned to a trust are considered a form of secured borrowing for financial reporting purposes, requiring expenses
and income to be shown in gross amount on the statement of operations. This increases a fund's overall expense ratio. This
accounting treatment does not apply to any inverse floaters acquired by the Fund that were created by a third-party's transfer
of a municipal security to the issuing trust.
Futures and Options Contracts
In General.
A futures transaction involves a firm agreement to buy or sell a commodity or financial instrument at a particular price
on a specified future date, while an option transaction generally involves a right, which may or may not be exercised, to
buy or sell a commodity or financial instrument at a particular price on a specified future date. Futures contracts and options
are standardized and exchange-traded, where the exchange serves as the ultimate counterparty for all contracts. Consequently,
the primary credit risk on futures contracts is the creditworthiness of the exchange. Futures contracts, however, are subject
to market risk (i.e., exposure to adverse price changes).
Initially, when purchasing or selling futures contracts, the Fund will be required to deposit with the Fund's custodian in
the broker's name or with the broker as required an amount of cash or cash equivalents. This amount is subject to change by
the exchange or board of trade on which the contract is traded, and members of such exchange or board of trade may impose
their own higher requirements. This amount is known as "initial margin" and is in the nature of a performance bond or good
faith deposit on the contract that is returned to the Fund upon termination of the futures position, assuming all contractual
obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily
as the price of the index or securities underlying the futures contract fluctuates, making the long and short positions in
the futures contract more or less valuable. At any time prior to the expiration of a futures contract, a Fund may elect to
close the position by taking an opposite position, at the then prevailing price, thereby terminating its existing position
in the contract.
Although a Fund intends to purchase or sell futures contracts only if there is an active market for such contracts, no assurance
can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the
daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading
may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several
consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially
subjecting a Fund to substantial losses. If it is not possible, or a Fund determines not to close a futures position in anticipation
of adverse price movements, the Fund will be required to make daily cash payments of variation margin.
An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures
contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price
at any time during the option exercise period. The writer (i.e., seller) of the option is required upon exercise to assume
an offsetting futures position (a short position if the option is a call and a long position if the option is a put). Upon
exercise of the option, the assumption of offsetting futures positions by both the writer and the holder of the option will
be accompanied by delivery of the accumulated cash balance in the writer's futures margin account in the amount by which the
market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put)
the exercise price of the option on the futures contract. The potential loss related to the purchase of options on futures
contracts is limited to the premium paid for the option (plus transaction costs). Because the value of the option is fixed
at the time of sale, there are no daily cash payments to reflect changes in the value of the underlying contract; however,
the value of the option may change daily, and that change would be reflected in the net asset value ("NAV") of the Fund.
A Fund may trade futures contracts and options on futures contracts in U.S. domestic markets, such as the Chicago Board of
Trade and the International Monetary Market of the Chicago Mercantile Exchange. Pursuant to regulations and/or published positions
of the SEC, a Fund may be required to segregate cash or high-quality money-market instruments in connection with its futures
transactions in an amount generally equal to the entire value of the underlying security.
Each Fund has claimed an exclusion from the definition of "commodity pool operator" ("CPO") under the CEA pursuant to Rule
4.5. The Manager is currently not subject to registration as a CPO with respect to the Fund. If the Fund is no longer able
to rely on the exclusion, the Manager would be required to register as a CPO with respect to the Fund with the Commodity Futures
Trading Commission ("CFTC"), and therefore, be subject to regulation as a CPO under the CEA.
A Fund may engage in futures contracts sales to maintain the income advantage from continued holding of a long-term security
while endeavoring to avoid part or all of the loss in market value that would otherwise accompany a decline in long-term security
prices. If, however, securities prices rise, a Fund would realize a loss in closing out its futures contract sales that would
offset any increases in prices of the long-term securities they hold.
Another risk in employing futures contracts and options thereon to protect against cash market price volatility is the possibility
that futures prices will correlate imperfectly with the behavior of the prices of the securities in such portfolio (the portfolio
securities will not be identical to the debt instruments underlying the futures contracts).
Options Trading.
Options on individual securities or options on indices of securities may be purchased or sold. The purchaser of an option
risks a total loss of the premium paid for the option if the price of the underlying security does not increase or decrease
sufficiently to justify the exercise of such option. The seller of an option, on the other hand, will recognize the premium
as income if the option expires unrecognized but foregoes any capital appreciation in excess of the exercise price in the
case of a call option and may be required to pay a price in excess of current market value in the case of a put option.
A call option for a particular security gives the purchaser of the option the right to buy, and a writer the obligation to
sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of
the market price of the security. The premium paid to the writer is in consideration for undertaking the obligation under
the option contract. A put option for a particular security gives the purchaser the right to sell, and the writer the option
to buy, the security at the stated exercise price at any time prior to the expiration date of the option, regardless of the
market price of the security.
A Fund will write call options only if they are "covered." In the case of a call option on a security or currency, the option
is "covered" if a Fund owns the instrument underlying the call or has an absolute and immediate right to acquire that instrument
without additional cash consideration (or, if additional cash consideration is required, cash, U.S. Government securities
or other liquid high-grade debt obligations, in such amount are held in a segregated account by such Fund's custodian) upon
conversion or exchange of other securities held by it. For a call option on an index, the option is covered if a Fund maintains
with its custodian a diversified portfolio of securities comprising the index or liquid assets equal to the contract value.
A call option is also covered if a Fund holds an offsetting call on the same instrument or index as the call written.
Below is a description of some of the types of futures and options in which the Funds may invest.
Stock Index Options
. A Fund may purchase and write (i.e., sell) put and call options on stock indices only as a substitute for comparable market
positions in the underlying securities. A stock index fluctuates with changes of the market values of the stocks included
in the index. The effectiveness of purchasing or writing stock index options will depend upon the extent to which price movements
of the securities in a Fund's portfolio correlate with price movements of the stock index selected. Because the value of an
index option depends upon movements in the level of the index rather than the price of a particular stock, whether a Fund
will realize a gain or loss from purchasing or writing stock index options depends upon movements in the level of stock prices
in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements
in the price of particular stock. When a Fund writes an option on a stock index, such Funds will place in a segregated account
with the Fund's custodian cash or liquid securities in an amount at least equal to the market value of the underlying stock
index and will maintain the account while the option is open or otherwise will cover the transaction.
Stock Index Futures and Options on Stock Index Futures
. A Fund may invest in stock index futures and options on stock index futures only as a substitute for a comparable market
position in the underlying securities. A stock index future obligates the seller to deliver (and the purchaser to take), effectively,
an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the
close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of the underlying
stocks in the index is made. With respect to stock indices that are permitted investments, each Fund intends to purchase and
sell futures contracts on the stock index for which it can obtain the best price with consideration also given to liquidity.
Foreign Currency Futures Contracts
. A Fund may invest in foreign currency futures contracts which entail the same risks as other futures contracts as described
above, but have the additional risks associated with international investing (see "Foreign Obligations and Securities" below).
Similar to other futures contracts, a foreign currency futures contract is an agreement for the future delivery of a specified
currency at a specified time and at a specified price that will be secured by margin deposits, is regulated by the CFTC and
is traded on designated exchanges. A Fund will incur brokerage fees when it purchases and sells futures contracts.
To the extent that a Fund may invest in securities denominated in currencies other than the U.S. dollar and may temporarily
hold funds in bank deposits or other money market investments denominated in foreign currencies, it may be affected favorably
or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the dollar. The
rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign
exchange markets. The international balance of payments and other economic and financial conditions, government intervention,
speculation and other factors affect these forces.
If a fall in exchange rates for a particular currency is anticipated, a Fund may sell a foreign currency futures contract
as a hedge. If it is anticipated that exchange rates will rise, a Fund may purchase a foreign currency futures contract to
protect against an increase in the price of securities denominated in a particular currency the Fund intends to purchase.
These foreign currency futures contracts will be used only as a hedge against anticipated currency rate changes. Although
such contracts are intended to minimize the risk of loss due to a decline in the value of the hedged currency, at the same
time, they tend to limit any potential gain which might result should the value of such currency increase.
The use of foreign currency futures contracts involves the risk of imperfect correlation between movements in futures prices
and movements in the price of currencies which are the subject of the hedge. The successful use of foreign currency futures
contracts also depends on the ability of the sub-adviser to correctly forecast interest rate movements, currency rate movements
and general stock market price movements. There can be no assurance that the sub-adviser's judgment will be accurate. The
use of foreign currency futures contracts also exposes a Fund to the general risks of investing in futures contracts, including:
the risk of an illiquid market for the foreign currency futures contracts and the risk of adverse regulatory actions. Any
of these events may cause a Fund to be unable to hedge its currency risks, and may cause a Fund to lose money on its investments
in foreign currency futures contracts.
Interest Rate Futures Contracts and Options on Interest Rate Futures Contracts
. A Fund may invest in interest rate futures contracts and options on interest rate futures contracts as a substitute for
a comparable market position in the underlying securities. The Fund may also sell options on interest rate futures contracts
as part of closing purchase transactions to terminate its options positions. No assurance can be given that such closing transactions
can be effected or as to the degree of correlation between price movements in the options on interest rate futures and price
movements in the Fund's portfolio securities which are the subject of the transaction.
Future Developments
. A Fund may take advantage of opportunities in the areas of options and futures contracts and options on futures contracts
and any other derivative investments which are not presently contemplated for use by the Fund or which are not currently available
but which may be developed, to the extent such opportunities are both consistent with a Fund's investment objective and legally
permissible for the Fund.
Swap Agreements and Swaptions
Credit Default Swap Agreements
. A Fund may enter into credit default swap agreements, which may have as reference obligations one or more securities or
a basket of securities that are or are not currently held by a Fund. The protection "buyer" in a credit default swap agreement
is generally obligated to pay the protection "seller" an upfront or a periodic stream of payments over the term of the contract
provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller
generally must pay the buyer the "par value" (full notional value) of the swap in exchange for an equal face amount of deliverable
obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount,
if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If a Fund is a buyer and no credit
event occurs, a Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs,
the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable
obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an
upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller,
a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject
to investment exposure on the notional amount of the swap.
Equity Swaps
. A Fund may engage in equity swaps. Equity swaps allow the parties to the swap agreement to exchange components of return
on one equity investment (e.g., a basket of equity securities or an index) for a component of return on another non-equity
or equity investment, including an exchange of differential rates of return. Equity swaps may be used to invest in a market
without owning or taking physical custody of securities in circumstances where direct investment may be restricted for legal
reasons or is otherwise impractical. Equity swaps also may be used for other purposes, such as hedging or seeking to increase
total return.
The values of equity swaps can be very volatile. To the extent that the sub-adviser does not accurately analyze and predict
the potential relative fluctuation on the components swapped with the other party, a Fund may suffer a loss. The value of
some components of an equity swap (such as the dividend on a common stock) may also be sensitive to changes in interest rates.
Furthermore, during the period a swap is outstanding, a Fund may suffer a loss if the counterparty defaults.
Total Return Swap Agreements
. Total return swap agreements are contracts in which one party agrees to make periodic payments to another party based on
the change in market value of the assets underlying the contract, which may include a specified security, basket of securities
or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate
or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security
or market without owning or taking physical custody of such security or investing directly in such market. Total return swap
agreements may effectively add leverage to a Fund's portfolio because, in addition to its total net assets, a Fund would be
subject to investment exposure on the notional amount of the swap.
Total return swap agreements are subject to the risk that a counterparty will default on its payment obligations to a Fund
thereunder, and conversely, that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will
enter into total return swaps on a net basis (i.e., the two payment streams are netted against one another with a Fund receiving
or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of a Fund's
obligations over its entitlements with respect to each total return swap will be accrued on a daily basis, and an amount of
liquid assets having an aggregate net asset value at least equal to the accrued excess will be segregated by a Fund. If the
total return swap transaction is entered into on other than a net basis, the full amount of a Fund's obligations will be accrued
on a daily basis, and the full amount of a Fund's obligations will be segregated by a Fund in an amount equal to or greater
than the market value of the liabilities under the total return swap agreement or the amount it would have cost a Fund initially
to make an equivalent direct investment, plus or minus any amount a Fund is obligated to pay or is to receive under the total
return swap agreement.
Variance, Volatility and Correlation Swap Agreements
. Variance and volatility swaps are contracts that provide exposure to increases or decreases in the volatility of certain
referenced assets. Correlation swaps are contracts that provide exposure to increases or decreases in the correlation between
the prices of different assets or different market rates.
Permitted Investment Activities and Certain Associated Risks
Set forth below are descriptions of permitted investment activities for the Funds and certain of their associated risks. The
activities are organized into various categories. To the extent that an activity overlaps two or more categories, the activity
is referenced only once in this section. The Funds are either gateway feeder funds that invest in a single corresponding master
portfolio of Wells Fargo Master Trust ("Master Trust") or gateway blended funds that invest in two or more master portfolios.
References to the activities of a gateway fund should be understood to include references to the investments of the master
portfolio(s) in which the gateway fund invests. Not all of the Funds participate in all of the investment activities described
below. In addition, with respect to any particular Fund, to the extent that an investment activity is described in such Fund's
Prospectus as being part of its principal investment strategy, the information provided below regarding such investment activity
is intended to supplement, but not supersede, the information contained in the Prospectus, and the Fund may engage in such
investment activity in accordance with the limitations set forth in the Prospectus. To the extent an investment activity is
described in this SAI that is not referenced in the Prospectus, a Fund under normal circumstances will not engage in such
investment activity with more than 15% of its assets unless otherwise specified below. Unless otherwise noted or required
by applicable law, the percentage limitations included in this SAI apply at the time of purchase of a security.
For purposes of monitoring the investment policies and restrictions of the Funds (with the exception of the loans of portfolio
securities policy described below), the amount of any securities lending collateral held by a Fund will be excluded in calculating
total assets.
DEBT SECURITIES
Asset-Backed Securities
Asset-backed securities are securities that are secured or "backed" by pools of various types of assets on which cash payments
are due at fixed intervals over set periods of time. Asset-backed securities are created in a process called securitization.
In a securitization transaction, an originator of loans or an owner of accounts receivable of a certain type of asset class
sells such underlying assets in a "true sale" to a special purpose entity, so that there is no recourse to such originator
or owner. Payments of principal and interest on asset-backed securities typically are tied to payments made on the pool of
underlying assets in the related securitization. Such payments on the underlying assets are effectively "passed through" to
the asset-backed security holders on a monthly or other regular, periodic basis. The level of seniority of a particular asset-backed
security will determine the priority in which the holder of such asset-backed security is paid, relative to other security
holders and parties in such securitization. Examples of underlying assets include consumer loans or receivables, home equity
loans, automobile loans or leases, and timeshares, although other types of receivables or assets also may be used as underlying
assets.
While asset-backed securities typically have a fixed, stated maturity date, low prevailing interest rates may lead to an increase
in the prepayments made on the underlying assets. This may cause the outstanding balances due on the underlying assets to
be paid down more rapidly. As a result, a decrease in the originally anticipated interest from such underlying securities
may occur, causing the asset-backed securities to pay-down in whole or in part prior to their original stated maturity date.
Prepayment proceeds would then have to be reinvested at the lower prevailing interest rates. Conversely, prepayments on the
underlying assets may be less than anticipated, causing an extension in the duration of the asset-backed securities.
Delinquencies or losses that exceed the anticipated amounts for a given securitization could adversely impact the payments
made on the related asset-backed securities. This is a reason why, as part of a securitization, asset-backed securities are
often accompanied by some form of credit enhancement, such as a guaranty, insurance policy, or subordination. Credit protection
in the form of derivative contracts may also be purchased. In certain securitization transactions, insurance, credit protection,
or both may be purchased with respect to only the most senior classes of asset-backed securities, on the underlying collateral
pool, or both. The extent and type of credit enhancement varies across securitization transactions.
In addition to the normal risks associated with debt securities discussed elsewhere in this SAI and the Prospectus(es), asset-backed
securities carry additional risks including, but not limited to, the possibility that (i) the pace of payments on underlying
assets may be faster or slower than anticipated or payments may be in default; (ii) the creditworthiness of the credit support
provider may deteriorate; and (iii) such securities may become less liquid or harder to value as a result of market conditions
or other circumstances.
Bank Obligations
Bank obligations include certificates of deposit, time deposits, bankers' acceptances and other short-term obligations of
domestic banks, foreign subsidiaries of domestic banks, foreign branches of domestic banks, domestic and foreign branches
of foreign banks, domestic savings and loan associations and other banking institutions. With respect to such obligations
issued by foreign branches of domestic banks, foreign subsidiaries of domestic banks, and domestic and foreign branches of
foreign banks, a Fund may be subject to additional investment risks that are different in some respects from those incurred
by a Fund that invests only in debt obligations of domestic issuers. Such risks include possible future political, regulatory
or economic developments, the possible imposition of foreign withholding and other taxes (at potentially confiscatory levels)
on amounts realized on such obligations, the possible establishment of exchange controls or the adoption of other foreign
governmental restrictions that might adversely affect the payment of principal and interest on these obligations and the possible
seizure or nationalization of foreign deposits. In addition, foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements and to different regulatory, accounting, auditing, reporting and recordkeeping standards
than those applicable to domestic branches of U.S. banks.
Certificates of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for
a specified period of time.
Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest
rate. Time deposits that may be held by a Fund will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance Corporation ("FDIC"). Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation
both of the bank and of the drawer to pay the face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations, bearing fixed, floating or variable interest rates.
Bonds
A bond is an interest-bearing security issued by a company or governmental unit. The issuer of a bond has a contractual
Bonds may be senior or subordinated obligations. Senior obligations generally have the first claim on a corporation's earnings
and assets and, in the event of liquidation, are paid before subordinated debt. Bonds may be unsecured (backed only by the
issuer's general creditworthiness) or secured (also backed by specified collateral).
Collateralized Debt Obligations
Collateralized debt obligations ("CDOs") are composed of two main categories: cash and synthetic. Cash CDOs are further sub-divided
into the following two types: cash flow and market value. The two structures differ from each other in the manner by which
cash flow is generated to pay the security holders, the manner in which the structure is credit-enhanced, and how the pool
of underlying collateral is managed. Cash flow CDOs are backed, or "collateralized," by a pool of high-yield bonds or loans,
which pay principal and interest on a regular basis. Credit enhancement is achieved by having multiple classes of securities.
The most senior/highest-rated class will be the last to be affected by any interruption of cash flow from the underlying assets.
In a cash flow CDO, the collateral manager endeavors to maintain a minimum level of diversification and weighted average rating
among the underlying assets in an effort to keep severity of loss low. In a market value CDO, classes of securities receive
payments based on the mark-to-market returns on the underlying collateral. Credit enhancement is achieved by specific overcollateralization
levels in the form of advance rates assigned to each underlying collateral asset. Because principal and interest payments
on the securities come from collateral cash flows and sales of collateral, which the collateral manager monitors, returns
on a market value CDO are substantially related to the collateral manager's performance.
Certain products that are similar in structure to CDOs include collateralized loan obligations ("CLOs") and collateralized
bond obligations ("CBOs"). Similar to CDOs, CLOs are structured such that each CDO and CLO typically has a foreign issuer,
which is generally a special purpose vehicle, and a domestic co-issuer. Certain securities, such as notes, issued in a particular
CDO or CLO are generally co-issued by the foreign issuer and the co-issuer, and are rated by one or more Nationally Recognized
Statistical Ratings Organization (each, a "NRSRO"). Other securities, such as preference shares, preferred shares, or subordinated
notes, issued in a particular CDO or CLO are generally issued only by the foreign issuer and are not rated by any NRSROs.
Securities issued in CBOs, too, are issued by foreign issuers or other separate legal entities.
CDOs, CLOs, and CBOs are typically collateralized by a pool of loans. These underlying loans may include pools of other securities.
Generally, CDOs and CLOs have collateral quality tests and eligibility criteria that must be satisfied before a security may
be selected as collateral for the CDO or CLO. The collateral selected for a particular CDO depends on both the sector of securities
the CDO's collateral manager wants to manage, as well as the objectives of the CDO itself. For example, a trust preferred
CDO is generally collateralized by combination of some or all of the following types of securities: trust preferred securities
issued by trust subsidiaries of bank holding companies or of insurance holding companies; subordinated notes issued by banks,
thrifts, or other depository institutions, or by holding companies of insurance companies; surplus notes issued by insurance
companies; or senior securities issued by holding companies of one or more insurance companies or insurance intermediaries.
In contrast, an ABS CDO has as its collateral various concentrations of different types of asset-backed securities. Securities
issued in CLOs generally are backed by portfolios of primarily leveraged loans and high yield bonds. Typically, securities
issued in CBOs are backed by a diversified pool of high risk, below investment grade fixed income securities. In addition
to the foregoing, a particular CDO, CLO, or CBO may have as its collateral, among others, domestic and foreign senior secured
loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or
may be the unrated equivalent of such loans.
Similar to asset-backed securities, payments are made on CDO, CLO, and CBO securities in order of their seniority among other
classes of securities issued from the same issuing entity. Also, similar to securitization transactions, fees, including administrative
expenses, are generally paid to various parties in the CDO prior to payments being made on the CDO securities. Generally,
CDOs and CLOs will pay certain management fees to the collateral manager. Unlike securitizations, securities issued in CDOs,
CLOs, and CBOs generally have quarterly, rather than monthly, payment dates.
CDOs, CLOs and CBOs are privately offered and sold, and are not publicly registered with the SEC. As a result, CDO, CLO, and
CBO securities may be characterized as being illiquid. However, an active dealer market may exist for such securities, thereby
allowing such securities to qualify for an exemption from registration under Rule 144A of the Securities Act of 1933, as amended
Classes, or "tranches," of CDO, CLO and CBO securities vary in level of risk and yield. The most junior tranche is generally
the tranche that bears the highest level of risk, but also generally bears the highest rate of return. This is because tranches
bear losses in the reverse order of their seniority with respect to one another. For this reason, the most junior tranche
is the tranche that bears losses first from the defaults on the underlying collateral. Because the more junior tranches absorb
losses prior to the more senior tranches, the most subordinate tranches serve to protect the more senior tranches from default
in all but the most severe circumstances. Due to this type of protection from losses, a senior CDO, CLO, or CBO tranche generally
bears the lowest risk, and has a smaller coupon, corresponding lower yield, and higher rating from nationally recognized statistical
ratings organizations than tranches of more junior securities. Despite the protection the most subordinated tranches provide,
CDO, CLO, or CBO tranches can experience substantial losses due to the rate of actual defaults on the underlying collateral.
The type of collateral used as underlying securities in a particular CDO, CLO, or CBO therefore may substantially impact the
risk associated with purchasing the securities such CDO, CLO, or CBO issues. Other factors that may influence the value or
yield or return on a CDO, CLO, or CBO security include the disappearance of tranches from a particular issuance in reverse
order of seniority, as such tranches would otherwise have protected the more senior tranches from losses, market anticipation
of defaults, and loss of investor appetite for CDO, CLO and CBO securities generally.
In addition to the risks generally associated with debt securities, including asset-backed securities and derivatives, discussed
elsewhere in this SAI and the Prospectus(es), CDOs, CLOs, and CBOs each carry additional risks including, but not limited
to the possibility that (i) distributions from the underlying collateral securities will be inadequate to make interest or
principal payments on the related CDO, CLO, or CBO securities; (ii) for collateral that has NRSRO ratings, such ratings may
be downgraded; and (iii) the CDOs, CLOs, or CBOs may themselves purchase as underlying collateral securities issued by other
CDOs.
Commercial Paper
Commercial paper (including variable amount master demand notes, see "Floating and Variable Rate Obligations" below), refers
to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and typically has a maturity at the time of issuance not exceeding nine months. Variable amount master
demand notes are demand obligations which permit the investment of fluctuating amounts at varying market rates of interest
pursuant to arrangements between the issuer and a commercial bank acting as agent for the payee of such notes whereby both
parties have the right to vary the amount of the outstanding indebtedness on the notes.
Asset-Backed Commercial Paper
. Securities that are issued from commercial paper conduits are called asset-backed commercial paper securities. Credit support
for such securities falls into two categories: liquidity protection and protection against ultimate default under the underlying
assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets,
to ensure that scheduled payments on the securities or underlying pool are made in a timely fashion. Protection against ultimate
default ensures payment on at least a portion of the assets in the pool. This protection may be provided through guarantees,
insurance policies or letters of credit obtained from third parties, through various means of structuring the transaction,
such as by issuing senior and subordinated instruments or through a combination of these approaches. The degree of credit
support provided on each issue is based generally on historical information relating to the level of credit risk associated
with the payments. Delinquency or loss that exceeds the anticipated amount or a downgrade or loss of credit support could
adversely impact the value of or return on an investment in an asset-backed commercial paper security.
Commercial paper is also subject to the risks generally associated with debt securities discussed elsewhere in this SAI and
the Prospectus(es).
Convertible Securities
A convertible security is generally a debt obligation or preferred stock that may be converted within a specified period of
time into a certain amount of common stock of the same or a different issuer. A convertible security provides a fixed-income
stream and the opportunity, through its conversion feature, to participate in the capital appreciation resulting from a market
price advance in its underlying common stock. As with a straight fixed-income security, a convertible security tends to increase
in market value when interest rates decline and decrease in value when interest rates rise. Like a common stock, the value
of a convertible security also tends to increase as the market value of the underlying stock rises, and it tends to decrease
as the market value of the underlying stock declines. Because its value can be influenced by both interest-rate and market
movements, a convertible security tends not to be as sensitive to interest rates as a similar fixed-income security, and tends
not to be as sensitive to changes in share price as its underlying stock.
Investing in convertible securities is subject to certain risks in addition to those generally associated with debt securities
discussed elsewhere in this SAI and the Prospectus(es). Certain convertible securities, particularly securities that are convertible
into securities of an issuer other than the issuer of the convertible security, may be or become illiquid and, therefore,
may be more difficult to resell in a timely fashion or for a fair price, which could result in investment losses.
The creditworthiness of the issuer of a convertible security is important because the holder of a convertible security will
have recourse only to the issuer. In addition, a convertible security may be subject to conversion or redemption by the issuer,
but only after a specified date and under circumstances established at the time the security is issued. This feature may require
a holder to convert the security into the underlying common stock, even if the value of the underlying common stock has declined
substantially. In addition, companies that issue convertible securities frequently are small- and mid-capitalization companies
and, accordingly, carry the risks associated with investments in such companies.
While the Funds use the same criteria to evaluate the credit quality of a convertible debt security that they would use for
a more conventional debt security, a convertible preferred stock is treated like a preferred stock for a Fund's credit evaluation,
as well as financial reporting and investment limitation purposes. Preferred stock is subordinated to all debt obligations
in the event of insolvency, and an issuer's failure to make a dividend payment is generally not an event of default entitling
the preferred shareholders to take action. Preferred stock generally has no maturity date, so its market value is dependent
on the issuer's business prospects for an indefinite period of time. In addition, distributions on preferred stock generally
are taxable as dividend income, rather than interest payments, for federal income tax purposes.
Corporate Debt Securities
Investors should be aware that even though interest-bearing securities are investments which promise a stable stream of income,
the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk
of market price fluctuations. Longer-term securities are affected to a greater extent by interest rates than shorter-term
securities. The values of fixed-income corporate debt securities also may be affected by changes in the credit rating or financial
condition of the issuing entities. Certain corporate debt securities that may be purchased by the Fund, such as those rated
"Baa" or lower by Moody's Investors Service, Inc. ("Moody's") and "BBB" or lower by Standard & Poor's Rating Group ("S&P")
tend to be subject to greater issuer credit risk, to greater market fluctuations and pricing uncertainty, and to less liquidity
than lower yielding, higherrated fixed-income securities. If a security held by a Fund is downgraded, such Fund may continue
to hold the security until such time as the adviser determines it to be advantageous for the Fund to sell the security. Investing
in corporate debt securities is subject to certain risks including, among others, credit and interest rate risk, as more fully
described in the Prospectus(es).
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 a Fund sells fixed-income securities, such as mortgage-backed securities,and
makes a commitment to purchase similar, but not identical, securities at a later date from the same party. Like a forward
commitment, during the roll period no payment is made for the securities purchased and no interest or principal payments on
the security accrue to the purchaser, but the Fund assumes the risk of ownership. A Fund is compensated for entering into
dollar roll transactions by the difference between the current sales price and the forward price for the future purchase,
as well as by the interest earned on the cash proceeds of the initial sale. Like other when-issued securities or firm commitment
agreements, dollar roll transactions involve the risk that the market value of the securities sold by a Fund may decline below
the price at which the Fund is committed to purchase similar securities. In the event the buyer of securities from a Fund
under a dollar roll transaction becomes insolvent, the Fund's use of the proceeds of the transaction may be restricted pending
a determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligation to repurchase the
securities. A Fund will engage in dollar roll transactions for the purpose of acquiring securities for its portfolio and not
for investment leverage.
Fixed-Income Securities
A fixed-income security is an interest-bearing security issued by a company or governmental unit. The issuer of a fixed-income
security has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the fixed-income
security's face value) periodically or on a specified maturity date. An issuer may have the right to redeem or "call" a fixed-income
security before maturity, in which case the investor may have to reinvest the proceeds at lower market rates. The value of
fixed-rate fixed-income securities will tend to fall when interest rates rise and rise when interest rates fall. The value
of "floating-rate" or "variable-rate" fixed-income securities, on the other hand, fluctuate much less in response to market
interest-rate movements than the value of fixed-rate fixed-income securities. Fixed-income securities may be senior or subordinated
obligations. Senior obligations generally have the first claim on a corporation's earnings and assets and, in the event of
liquidation, are paid before subordinated debt. Fixed-income securities may be unsecured (backed only by the issuer's general
creditworthiness) or secured (also backed by specified collateral).
Fixed-Income securities are interest-bearing investments which promise a stable stream of income; however, the prices of such
securities are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations.
Longer-term securities are affected to a greater extent by interest rates than shorter-term securities. The values of fixed-income
securities also may be affected by changes in the credit rating or financial condition of the issuing entities. Certain securities
that may be purchased by the Fund, such as those rated "Baa" or lower by Moody's Investors Service, Inc. ("Moody's") and "BBB"
or lower by Standard & Poor's Rating Group ("S&P") and Fitch Investors Service, Inc. ("Fitch") tend to be subject to greater
issuer credit, risk to greater market fluctuations and pricing uncertainty, and to less liquidity than lower yielding, higher-rated
fixed-income securities. If a security held by a Fund is downgraded, such Fund may continue to hold the security until such
time as the sub-adviser determines it to be advantageous for the Fund to sell the security. Investing in fixed-income securities
is subject to certain risks including, among others, credit and interest rate risk, as more fully described in the Prospectus(es).
Floating- and Variable-Rate Obligations
Floating- and variable-rate obligations include obligations such as demand notes, bonds and preferred shares. Variable-rate
demand notes include master demand notes that are obligations that permit a Fund to invest fluctuating amounts, which may
change daily without penalty, pursuant to direct arrangements between the Fund, as lender, and the borrower. The interest
rate on a floating-rate demand obligation is based on a referenced lending rate, such as a bank's prime rate, and is adjusted
automatically each time such rate is adjusted. The interest rate on a variable-rate demand obligation is adjusted automatically
at specified intervals. The issuer of such obligations ordinarily has a right, after a given period, to prepay at its discretion
the outstanding principal amount of the obligations plus accrued interest upon a specified number of days notice to the holders
of such obligations. Frequently, such obligations are secured by letters of credit or other credit support arrangements provided
by banks. Such features often include unconditional and irrevocable letters of credit that are issued by a third party, usually
a bank, savings and loan association or insurance company which assumes the obligation for payment of principal and interest
in the event of default by the issuer. Letters of credit are designed to enhance liquidity and ensure repayment of principal
and any accrued interest if the underlying variable-rate demand obligation should default. Some variable rate obligations
feature other credit enhancements, such as standby bond purchase agreements ("SBPAs"). An SBPA can feature a liquidity facility
that is designed to provide funding for the purchase price of variable rate obligations that are unable to be successfully
remarketed for resale. The liquidity facility provider is obligated solely to advance funds for the purchase of tendered variable
rate bonds that fail to be remarketed and does not guarantee the repayment of principal or interest. The liquidity facility
provider's obligations under the SBPA are subject to conditions, including the continued creditworthiness of the underlying
borrower or issuer, and the facility may terminate upon the occurrence of certain events of default or at the expiration of
its term. In addition, a liquidity facility provider may be unable or unwilling to perform its obligations. A Fund may be
unable to timely dispose of a variable rate obligation if the underlying issuer defaults and the letter of credit or liquidity
facility provider is unable or unwilling to perform its obligations or the facility otherwise terminates and a successor letter
of credit or liquidity provider is not immediately obtained. The potential adverse impact to a Fund resulting from the inability
of a letter of credit or liquidity facility provider to meet its obligations could be magnified to the extent the provider
also furnishes credit support for other variable-rate obligations held by the Fund.
There generally is no established secondary market for certain variable-rate obligations, such as those not supported by letters
of credit, SBPAs or other credit support arrangements, because they are direct lending arrangements between the lender and
borrower. Accordingly, where these obligations are not secured by letters of credit, SBPAs or other credit support arrangements,
a Fund is dependent on the ability of the borrower to pay principal and interest on demand. Such obligations frequently are
not rated by credit rating agencies and a Fund may invest in obligations which are not so rated only if the sub-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 sub-adviser, on behalf of a Fund, monitors the creditworthiness of the issuers of the floating- and variable-rate demand
obligations in such Fund's portfolio. Floating- and variable-rate instruments are subject to interest-rate and credit risks
and other risks generally associated with debt securities. The floating- and variable-rate instruments that the Funds may
purchase include certificates of participation in such instruments.
Insurance Funding Agreements
A Fund may invest in funding agreements issued by domestic insurance companies. Funding agreements are short-term,
Guaranteed Investment Contracts
The Funds may invest in guaranteed investment contracts ("GICs") issued by insurance companies. Pursuant to such
High Yield Securities
Each Fund may invest in high-yield securities. High yield securities (also known as "junk bonds") are debt securities that
are rated below investment-grade, are unrated and deemed by the sub-adviser to be below investment-grade, or in default at
the time of purchase. These securities have a much greater risk of default (or in the case of bonds currently in default,
of not returning principal) and tend to be more volatile than higher-rated securities of similar maturity. The value of these
debt securities can be affected by overall economic conditions, interest rates, and the creditworthiness of the individual
issuers. These securities tend to be less liquid and more difficult to value than higher-rated securities.
The market values of certain high yield and comparable unrated securities tend to be more sensitive to individual corporate
developments and changes in economic conditions than investment-grade securities. In addition, issuers of high yield and comparable
unrated securities often are highly leveraged and may not have more traditional methods of financing available to them. Their
ability to service their debt obligations, especially during an economic downturn or during sustained periods of high interest
rates, may be impaired.
The risk of loss due to default by such issuers is significantly greater because high yield and comparable unrated securities
generally are unsecured and frequently are subordinated to senior indebtedness. A Fund may incur additional expenses to the
extent that it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.
The existence of limited markets for high yield and comparable unrated securities may diminish the Fund's ability to: (i)
obtain accurate market quotations for purposes of valuing such securities and calculating its net asset value; and (ii) sell
the securities either to meet redemption requests or to respond to changes in the economy or in financial markets.
Inflation-Protected Debt Securities
The Real Return Fund invests primarily in, and the other Funds may invest in inflation-protected debt securities, including
Treasury Inflation-Protected Securities ("TIPS"). Inflation-protected debt securities are instruments whose principal is indexed
to a measure of inflation such as, for example, the Consumer Price Index.
A Fund's yield and return will reflect both any inflation adjustment to interest income and the inflation adjustment to principal.
Inflation-protected debt securities are subject to greater risk than traditional debt securities if interest rates rise in
a low inflation environment. Generally, the value of an inflation-protected debt security will fall when real interest rates
rise and will rise when real interest rates fall.
While these securities are expected to be protected from long term inflationary trends, short term increases in inflation
may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in
currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected
in the debt securities' inflationary measure. Income fluctuations associated with changes in market interest rates are expected
to be low; however, income fluctuations associated with changes in inflation are expected to be high. The value of inflation-indexed
bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship
between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation,
real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Inflation-indexed bonds, including
TIPS, decline in value when real interest rates rise. In certain interest rate environments, such as when real interest rates
are rising faster than nominal interest rates, inflation indexed bonds may experience greater losses than other fixed income
securities with similar durations.
For federal income tax purposes, both interest payments and the difference between original principal and the inflation-adjusted
principal of inflation-protected debt securities will be treated as interest income subject to taxation. Interest payments
are taxable when received or accrued. The inflation adjustment to principal is subject to tax in the year the adjustment is
made, not at maturity of the security when the cash from the repayment of principal is received.
Letters of Credit
Certain of the debt obligations (including certificates of participation, commercial paper and other short-term obligations)
which a Fund may purchase may be backed by an unconditional and irrevocable letter of credit of a bank, savings and loan association
or insurance company which assumes the obligation for payment of principal and interest in the event of default by the issuer.
Only banks, savings banks and insurance companies which, in the opinion of the sub-adviser, are of comparable quality to issuers
of other permitted investments of the Fund, may be used for letter of credit-backed investments.
Loans
Loans in which a Fund may invest are subject generally to the same risks as debt securities in which the Fund may invest.
Loans in which a Fund invests may be made to finance highly leveraged corporate acquisitions. The highly leveraged capital
structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or
market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell
such participations in secondary markets. As a result, a Fund may be unable to sell loans at a time when it may otherwise
be desirable to do so or may be able to sell them only at a price that is less than their fair market value. Market bids may
be unavailable for loans from time to time; a Fund may find it difficult to establish a fair value for loans held by it. If
a Fund only acquires an assignment or a participation in a loan made by a third party, the Fund may not be able to control
the exercise of any remedies that the lender would have under the corporate loan. In addition, a Fund may have to rely on
the assignor(s) or participating institution(s) to demand and receive payments in respect of the loans, and to pay those amounts
on to the Fund; the Fund will be subject to the risk that the assignor(s) may be unwilling or unable to do so. Many loans
in which a Fund invests may be unrated, and the portfolio manager will be required to rely exclusively on its analysis of
the borrower in determining whether to acquire, or to continue to hold, a loan. In addition, under legal theories of lender
liability, a Fund potentially might be held liable as a co-lender.
Money Market Instruments
Investments in the following types of high-quality money market instruments are permitted: (i) U.S. Government obligations;
(ii) negotiable certificates of deposit, bankers' acceptances and fixed time deposits and other obligations of domestic banks
(including foreign branches) that have more than $1 billion in total assets at the time of investment and are members of the
Federal Reserve System or are examined by the Comptroller of the Currency or whose deposits are insured by the FDIC; (iii)
commercial paper; and (iv) repurchase agreements. A Fund also may invest in short-term U.S. dollar-denominated obligations
of foreign banks (including U.S. branches) that at the time of investment: (i) have more than $10 billion, or the equivalent
in other currencies, in total assets; and (ii) in the opinion of the sub-adviser, are of comparable quality to obligations
of U.S. banks which may be purchased by the Funds.
Mortgage-Related Securities
Mortgage-Backed Securities
. Mortgage-backed securities, also called mortgage pass-through securities, are issued in securitizations (see "Asset-Backed
Securities" section) and represent interests in "pools" of underlying residential mortgage loans that serve as collateral
for such securities. Similar to asset-backed securities, the monthly payments made by the individual borrowers on the underlying
residential mortgage loans are effectively "passed through" to the mortgage-backed securities (net of administrative and other
fees paid to various parties) as monthly principal and interest payments.
The stated maturities of mortgage-backed securities may be shortened by unscheduled prepayments of principal on the underlying
mortgage loans, and the expected maturities may be extended in rising interest-rate environments. Therefore, it is not possible
to predict accurately the maturity of a particular mortgage-backed security. Variations in the maturities of mortgage-backed
securities will affect the yield of each such security and the portfolio as a whole. Rates of prepayment of principal on the
underlying mortgage loans in mortgage-backed securitizations that are faster than expected may expose the mortgage-backed
securities issued in such securitizations to a lower rate of return and require reinvestment of proceeds at lower prevailing
interest rates. Also, if a mortgage-backed security has been purchased at a premium, but is backed by underlying mortgage
loans that are subject to prepayment, if prepayments are made on such underlying collateral, then the value of the premium
effectively would be lost or reduced.
Like other fixed-income securities, when interest rates rise, the value of mortgage-backed securities generally will decline
and may decline more than other fixed-income securities as the expected maturity extends. Conversely, when interest rates
decline, the value of mortgage-backed securities having underlying collateral with prepayment features may not increase as
quickly as other fixed-income securities as the expected maturity shortens. Payment of principal and interest on some mortgage-backed
securities issued or guaranteed by a government agency (but not the market value of the securities themselves) is guaranteed
by a government association, such as the Government National Mortgage Association ("GNMA" or "Ginnie Mae"), or by a government-sponsored
entity, such as the Federal Home Loan Mortgage Corporation ("FHLMC" or "Freddie Mac") or Federal National Mortgage Association
("FNMA" or "Fannie Mae"). Unlike FHLMC and FNMA, which act as both issuers and guarantors of mortgage-backed securities, GNMA
only provides guarantees of mortgage-backed securities. Only GNMA guarantees are backed by the full faith and credit of the
U.S. Government. Mortgage-backed securities issued or guaranteed by FHLMC or FNMA are not backed by the full faith and credit
of the U.S. Government. FHLMC and FNMA are authorized to borrow money from the U.S. Treasury or the capital markets, but there
can be no assurance that they will be able to raise funds as needed or that their existing capital will be sufficient to satisfy
their guarantee obligations. Mortgage-backed securities created by private issuers (such as commercial banks, savings and
loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported
by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. Collateralized mortgage
obligations, commercial mortgage-backed securities, adjustable rate mortgage securities and mortgage participation certificates
are the primary types of mortgage-backed securities utilized by the Funds.
Collateralized Mortgage Obligations ("CMOs")
. CMOs are debt obligations that may be collateralized by whole mortgage loans but are more typically collateralized by portfolios
of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA. Each CMO is structured so that multiple classes of
securities are issued from such CMO, with each class bearing a different stated maturity. Payments of principal on the underlying
securities, including prepayments, are first "passed through" to investors holding the class of securities with the shortest
maturity; investors holding classes of securities with longer maturities receive payments on their securities only after the
more senior classes have been retired. A longer duration or greater sensitivity to interest rate fluctuations generally increases
the risk level of the CMO.
Commercial Mortgage-Backed Securities ("CMBS")
. CMBS are securities that are secured by mortgage loans on commercial real property. Many of the risks of investing in CMBS
reflect the risks of investing in the real estate securing the underlying mortgage loans, such as office buildings, hotels,
and shopping malls. These risks include the effects of local and other economic conditions on real estate markets, the ability
of tenants to make loan payments, and the ability of a commercial property to attract and retain tenants. While CMBS are sold
both in public transactions registered with the SEC and in private placement transactions, CMBS may be less liquid and exhibit
greater price volatility than other types of mortgage-backed or asset-backed securities.
Adjustable Rate Mortgage Securities ("ARMS")
. ARMS are securities that are secured by mortgage loans with adjustable interest rates and may be issued or guaranteed by
a government agency such as GNMA, by government-sponsored entities such as FNMA or FHLMC, or by a private issuer. The mortgage
loans underlying ARMS guaranteed by GNMA are typically federally insured by the Federal Housing Administration or guaranteed
by the Department of Veterans Affairs, whereas the mortgage loans underlying ARMS issued by FNMA or FHLMC are typically conventional
residential mortgages which are not so insured or guaranteed, but which conform to specific underwriting, size and maturity
standards.
ARMS are also offered by private issuers. These securities generally offer a higher rate of return in the form of interest
payments, but because they offer no direct or indirect governmental guarantees, they also involve greater credit and interest
rate risk. However, many private issuers or servicers of ARMS guarantee or provide private insurance for timely payment of
interest and principal. In addition, the Funds may purchase some mortgage-related securities through private placements that
are restricted as to further sale. The value of these securities may fluctuate more than that of other mortgage-related securities.
Mortgage Participation Certificates ("PCs")
. Mortgage PCs and guaranteed mortgage certificates ("GMCs") are both issued by the FHLMC. PCs resemble GNMA certificates
in that each PC represents a pro rata share of all interest and principal payments made and owed on an underlying pool of
mortgages. GMCs also represent a pro rata interest in a pool of mortgages, but pay interest semi-annually and return principal
once a year in guaranteed minimum payments. PCs and GMCs differ from bonds in that principal is paid back by the borrower
over the length of the loan rather than returned in a lump sum at maturity.
Other Mortgage-Backed Securities
. As new types of mortgage-backed securities are developed and offered to investors, the adviser will, consistent with each
Fund's investment objective, policies, restrictions and quality standards, consider making investments in such new types of
mortgage-backed securities.
Credit Risk
. Credit risk reflects the risk that a holder of mortgage-backed securities may not receive all or part of its principal because
the issuer, or any credit enhancer and/or the underlying mortgage borrowers have defaulted on their obligations. Credit risk
is increased for mortgage-backed securities that are subordinated to another security (i.e., if the holder of a mortgage-backed
security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). The
more deeply subordinated the security, the greater the credit risk associated with the security will be. Mortgage-backed securities
issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, typically entail
greater credit risk than mortgage-backed securities guaranteed by a government association or government-sponsored enterprise.
The performance of mortgage-backed securities issued by private issuers generally depends on the financial health of those
institutions and the performance of the mortgage pool backing such securities. An unexpectedly high rate of defaults on mortgages
held by a mortgage pool may limit substantially the pool's ability to make payments of principal or interest to the holder
of such mortgage-backed
Interest Rate Risk
. The interest rates on mortgage loans underlying ARMS generally are readjusted at periodic intervals ranging from one year
or less to several years in response to changes in a predetermined, commonly recognized interest rate index. The adjustable
rate feature should reduce, but will not eliminate, price fluctuations in such securities resulting from actual or anticipated
fluctuations in market interest rates. The value of each Fund's ARMS may fluctuate to the extent interest rates on underlying
mortgages differ from prevailing market interest rates during periods between interest rate reset dates. Accordingly, investors
could experience some loss if they redeem their shares of the Funds or if the Funds sell these portfolio securities before
the interest rates on the underlying mortgages are adjusted to reflect prevailing market interest rates. The interest rates
on mortgages underlying other types of mortgage-backed securities generally do not reset at periodic intervals. Accordingly,
non-ARMS have greater exposure to interest rate risk than ARMS.
Municipal Notes
Municipal notes include, but are not limited to, tax anticipation notes ("TANs"), bond anticipation notes ("BANs"), revenue
anticipation notes ("RANs"), tax and revenue anticipation notes ("TRANs") and construction loan notes. Notes sold as interim
financing in anticipation of collection of taxes, a bond sale or receipt of other revenues are usually general obligations
of the issuer.
TANs
. An uncertainty in a municipal issuer's capacity to raise taxes as a result of such events as a decline in its tax base or
a rise in delinquencies could adversely affect the issuer's ability to meet its obligations on outstanding TANs. Furthermore,
some municipal issuers mix various tax proceeds into a general fund that is used to meet obligations other than those of the
outstanding TANs. Use of such a general fund to meet various obligations could affect the likelihood of making payments on
TANs.
BANs
. The ability of a municipal issuer to meet its obligations on its BANs is primarily dependent on the issuer's adequate access
to the longer term municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal
of, and interest on, BANs.
RANs
. A decline in the receipt of certain revenues, such as anticipated revenues from another level of government, could adversely
affect an issuer's ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would,
when received, be used to meet other obligations could affect the ability of the issuer to pay the principal of, and interest
on, RANs.
RAWs
. Revenue anticipation warrants, or reimbursement warrants, are issued to meet the cash flow needs of state governments at
the end of a fiscal year and in the early weeks of the following fiscal year. These warrants are payable from unapplied money
in a state's general fund, including the proceeds of RANs issued following enactment of a state budget or the proceeds of
refunding warrants issued by the state, and are typically subordinated in right of payment to RANs.
TRANs
. TRANs are notes issued in anticipation of receiving future tax receipts and revenues at a future date. The risks associated
with TRANs include those associated with TANs and RANs.
The values of outstanding municipal securities will vary as a result of changing market evaluations of the ability of their
issuers to meet the interest and principal payments (i.e., credit risk). Such values also will change in response to changes
in the interest rates payable on new issues of municipal securities (i.e., market risk).
Municipal Securities
Stand-by Commitments
. The Funds may purchase municipal securities together with the right to resell them to the seller or a third party at an
agreed-upon price or yield within specified periods prior to their maturity dates. Such a right to resell is commonly known
as a stand-by commitment, and the aggregate price which a Fund pays for securities with a stand-by commitment may be higher
than the price which otherwise would be paid. The primary purpose of this practice is to permit a Fund to be as fully invested
as practicable in municipal securities while preserving the necessary flexibility and liquidity to meet unanticipated redemptions.
In this regard, a Fund acquires stand-by commitments solely to facilitate portfolio liquidity and does not exercise its rights
thereunder for trading purposes. Stand-by commitments involve certain expenses and risks, including the inability of the issuer
of the commitment to pay for the securities at the time the commitment is exercised, non-marketability of the commitment,
and differences between the maturity of the underlying security and the maturity of the commitment.
The acquisition of a stand-by commitment does not affect the valuation or maturity of the underlying municipal securities.
A Fund values stand-by commitments at zero in determining NAV. When a Fund pays directly or indirectly for a stand-by commitment,
its cost is reflected as unrealized depreciation for the period during which the commitment is held. Stand-by commitments
do not affect the average weighted maturity of the Fund's portfolio of securities.
Preferred Securities
Stripped Securities
Securities issued by the U.S. Treasury and certain securities issued by government authorities and government-sponsored enterprises
are eligible to be stripped into interest components and principal components. Stripped securities are purchased by the Funds
at a discount to their face value. These securities generally are structured to make a lump-sum payment at maturity and do
not make periodic payments of principal or interest. Hence, the duration of these securities tends to be longer and they are
therefore more sensitive to interest-rate fluctuations than similar securities that offer periodic payments over time. Stripped
mortgage-backed securities ("SMBS") are often structured with two classes that receive different proportions of the interest
and principal distributions on a pool of mortgage assets. SMBS that are structured to receive interest only are extremely
sensitive to changes in the prevailing interest rates as well as the rate of principal payments (including prepayments) on
the related underlying mortgage assets, and are therefore much more volatile than SMBS that receive principal only.
Stripped securities may also include participations in trusts that hold U.S. Treasury securities where the trust participations
evidence ownership in either the future interest payments or the future principal payments on the obligations. These participations
are normally issued at a discount to their "face value," and can exhibit greater price volatility than ordinary debt securities.
Supranational Agency Securities
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.
U.S. Government Obligations
U.S. Government obligations include securities issued by the U.S. Treasury, U.S. Government agencies or U.S. Government sponsored
entities. While U.S. Treasury obligations are backed by the "full faith and credit" of the U.S. Government, securities issued
by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.
The Government National Mortgage Association ("GNMA"), a wholly owned U.S. Government corporation, is authorized to guarantee,
with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department
of Veterans Affairs. Government-sponsored entities (whose obligations are not backed by the full faith and credit of the U.S.
Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed
by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection
or scheduled payment of principal, but its participation certificates are not backed by the full faith and credit of the U.S.
Government. If a government-sponsored entity is negatively impacted by legislative or regulatory action, is unable to meet
its obligations, or its creditworthiness declines, the performance of a Fund that holds securities of the entity will be adversely
impacted. U.S. Government obligations are subject to low but varying degrees of credit risk, and are still subject to interest
rate and market risk. U.S. Government obligations may be adversely affected by a default by, or decline in the credit quality
of, the U.S. Government.
Zero-Coupon, Step-Up Coupon, and Pay-in-Kind Securities
These securities are debt securities that do not make regular cash interest payments. Zero-coupon securities are securities
that make no periodic interest payments, but are instead sold at discounts from face value. Step-up coupon bonds are debt
securities that may not pay interest for a specified period of time and then, after the initial period, may pay interest at
a series of different rates. Pay-in-kind securities pay bondholders in more bonds instead of cash interest. If these securities
do not pay current cash income, the market prices of these securities would generally be more volatile and likely to respond
to a greater degree to changes in interest rates than the market prices of securities that pay cash interest periodically
having similar maturities and credit qualities.
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 Funds consider 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 sub-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 a 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 a Fund may invest may be subject to foreign withholding or other taxes that could reduce
the return on these securities. Tax treaties between the United States and foreign countries, however, may reduce or eliminate
the amount of foreign taxes to which the Fund would otherwise be subject.
Foreign securities include, among others, ADRs and similar investments, including CDRs, EDRs, GDRs, and 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 Funds may be affected
favorably or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the dollar.
Because a Fund may invest in securities denominated in currencies other than the U.S. dollar and may temporarily hold funds
in bank deposits or other money market investments denominated in foreign currencies, it may be affected favorably or unfavorably
by exchange control regulations or changes in the exchange rate between such currencies and the dollar. Changes in foreign
currency exchange rates influence values within the Fund from the perspective of U.S. investors. The rate of exchange between
the U.S. dollar and other currencies is determined by a wide range of political and economic factors, including the forces
of supply and demand in the foreign exchange markets. The international balance of payments and other economic and financial
conditions, government intervention and stability, speculation and other factors also affect exchange rates.
A Fund may engage in foreign currency transactions in order to hedge its portfolio and to protect it against possible variations
in foreign exchange rates pending the settlement of securities transactions. If a fall in exchange rates for a particular
currency is anticipated, a Fund may enter into a forward contract to protect against a decrease in the price of securities
denominated in a particular currency a Fund intends to purchase. If it is anticipated that exchange rates will rise, a Fund
may enter into a forward contract to protect against an increase in the price of securities denominated in a particular currency
the Fund intends to purchase. These forward contracts will be used only as a hedge against anticipated currency rate changes.
Although such contracts are intended to minimize the risk of loss due to a decline in the value of the hedged currency, at
the same time, they tend to limit any potential gain which might result should the value of such currency increase.
Foreign currency transactions, such as forward foreign currency exchange contracts, are contracts for the future delivery
of a specified currency at a specified time and at a specified price. These transactions differ from futures contracts in
that they are usually conducted on a principal basis instead of through an exchange, and therefore there are no brokerage
fees, margin deposits are negotiated between the parties, and the contracts are settled through different procedures. The
Manager considers on an ongoing basis the creditworthiness of the institutions with which the Fund enters into foreign currency
transactions.
The use of foreign currency transactions involves the risk of imperfect correlation between movements in futures prices and
movements in the price of currencies which are the subject of the hedge. The successful use of foreign currency transactions
strategies also depends on the ability of the sub-adviser to correctly forecast interest rate movements, currency rate movements
and general stock market price movements. There can be no assurance that the sub-adviser's judgment will be accurate. The
use of foreign currency transactions also exposes a Fund to the general risks of investing in futures contracts, including:
the risk of an illiquid market for the foreign currency transactions and the risk of adverse regulatory actions. Any of these
events may cause a Fund to be unable to hedge its securities, and may cause a Fund to lose money on its investments in foreign
currency transactions. The Funds will either cover a position in such a transaction or maintain, in a segregated account with
their custodian bank, cash or high-grade marketable money market securities having an aggregate value equal to the amount
of any such commitment until payment is made.
Market Disruptions and Geo-Political Risks
There are increasing concerns regarding the ability of multiple sovereign entities to continue to meet their debt obligations.
In particular, ratings agencies have downgraded the credit ratings of various countries and may downgrade the credit ratings
of other countries. Many economies are facing acute fiscal pressures as they struggle to balance budgetary austerity with
stagnant growth. Many observers predict that a depressed economic environment will cause budget deficits in these economies
to expand in the short term and further increase the perceived risk of a default, thereby rendering access to capital markets
even more expensive and compounding the debt problem. In particular, the Eurozone has been undergoing a collective debt crisis.
Greece, Ireland and Portugal, for example, have already received one or more "bailouts" from other Eurozone member states
("Member States"), and it is unclear how much additional funding they will require or if additional Member States will require
bailouts in the future. Investor confidence in other Member States, as well as European banks exposed to risky sovereign debt,
has been severely impacted, threatening capital markets throughout the Eurozone. Although the resources of various financial
stability mechanisms in the Eurozone continue to be bolstered, many market participants have expressed doubt that the level
of funds being committed to such facilities will be sufficient to resolve the crisis. There also appears to be a lack of political
consensus in the Eurozone concerning whether and how to restructure sovereign debt. The consequences of any sovereign default
would likely be severe and wide-reaching, and could include the removal of a Member State from the Eurozone, or even the abolition
of the Euro. Such events could have adverse consequences on the market values of various securities, currencies and derivatives,
and could create conditions of volatility and limited liquidity in various currency, securities and other markets.
In June 2016, the United Kingdom (UK) voted to leave the European Union (EU) following a referendum commonly referred to as
"Brexit". In March 2017, the UK formally invoked Article 50 of the Treaty of Lisbon by which the UK will begin negotiations
to exit the EU within two years, unless agreed by all EU members to extend the withdraw period. However, there is considerable
uncertainty about how the UK exit from the EU will be conducted, how negotiations of necessary treaties and trade agreements
will proceed, or how the financial markets will react. In addition, it is not yet known whether Brexit will increase the likelihood
of other EU member countries seeking to depart the EU (or possibly the UK). Immediately following the vote, markets in the
UK, Europe and the world were negatively impacted. In light of the uncertainties surrounding the impact of Brexit on the broader
global economy, the negative impact could be significant, potentially resulting in increased volatility and illiquidity and
lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Any further
exits from the EU, or the possibility of such exits, would likely cause additional market disruption globally and introduce
new legal and regulatory uncertainties.
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.
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.
OTHER INVESTMENTS AND TECHNIQUES
Borrowing
Money may be borrowed for temporary or emergency purposes, including the meeting of redemption requests. Borrowing involves
special risk considerations. Interest costs on borrowings may fluctuate with changing market rates of interest and may partially
offset or exceed the return earned on borrowed funds (or on the assets that were retained rather than sold to meet the needs
for which funds were borrowed). Under adverse market conditions, a Fund might have to sell portfolio securities to meet interest
or principal payments at a time when investment considerations would not favor such sales. Reverse repurchase agreements,
dollar roll transactions and other similar investments that involve a form of leverage have characteristics similar to borrowings,
but are not considered borrowings if the Fund maintains a segregated account.
Closed-End Investment Companies
A 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.
A Fund will invest in such companies when, in the manager'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.
Illiquid Securities
Securities not registered under the 1933 Act, and other securities subject to legal or other restrictions on resale may be
less liquid than other investments and may be difficult to sell promptly at an acceptable price. Delay or difficulty in selling
securities may result in a loss or be costly to a Fund. No Fund may invest or hold more than 15% of its net assets in illiquid
securities.
Interest Rate Protection Transactions
Loans of Portfolio Securities
Portfolio securities of a Fund may be loaned pursuant to guidelines approved by the Board to brokers, dealers and financial
institutions, provided: (i) the loan is secured continuously by collateral consisting of cash, securities of the U.S. Government,
its agencies or instrumentalities, or an irrevocable letter of credit issued by a bank organized under the laws of the United
States, organized under the laws of a state, or a foreign bank that has filed an agreement with the Federal Reserve Board
to comply with the same rules and regulations applicable to U.S. banks in securities credit transactions, initially in an
amount at least equal to 100% of the value of the loaned securities (which includes any accrued interest or dividends), with
the borrower being obligated, under certain circumstances, to post additional collateral on a daily marked-to-market basis,
all as described in further detail in the following paragraph; although the loans may not be fully supported at all times
if, for example, the instruments in which cash collateral is invested decline in value or the borrower fails to provide additional
collateral when required in a timely manner or at all; (ii) the Fund may at any time terminate the loan and request the return
of the loaned securities upon sufficient prior notification; (iii) the Fund will receive any interest or distributions paid
on the loaned securities; and (iv) the aggregate market value of loaned securities will not at any time exceed the limits
established under the 1940 Act.
The following provides additional detail on the requirement described in (i) above. The market value of the collateral delivered
in connection with a securities loan must be equal to at least 102% of the market value of any domestic securities loaned
or 105% of the market value of any foreign securities loaned. The loaned securities are marked to market on a daily basis,
and additional collateral is required to be paid to maintain coverage equal to at least 102% of the market value of domestic
securities loaned, and at least 105% of the market value of foreign securities loaned, without taking into account any increase
or decrease in the value of instruments in which cash collateral is invested. For loans of U.S. Government Securities, the
initial collateral required is 102% of the market value of the loaned securities, but additional collateral is required only
if the market value of the loaned securities increases such that the collateral coverage (without taking into account any
increase or decrease in the value of instruments in which the cash collateral is invested) falls below 100% of the market
value of the loaned securities.
Other Investment Companies
A Fund may invest in shares of other open-end and closed-end management investment companies up to the limits prescribed in
Section 12(d) under the 1940 Act, subject to the fund's non-fundamental investment policies. Currently, under the 1940 Act,
a fund that invests directly in a portfolio of securities is limited to, subject to certain exceptions: (i) 3% of the total
voting stock of any one investment company; (ii) 5% of such fund's total assets with respect to any one investment company;
and (iii) 10% of such fund's total assets.
Other investment companies in which the Fund invests can be expected to charge fees for operating expenses, such as investment
advisory and administration fees, that would be in addition to those charged by the Fund. Other investment companies may include
exchange-traded funds ("ETFs"), which are shares of publicly traded unit investment trusts, open-end funds or depositary receipts
that seek to track the performance of specific indexes or companies in related industries. ETFs generally are subject to the
same risks as the underlying securities the ETFs are designed to track and to the risks of the specific sector or industry
tracked by the ETF. ETFs also are subject to the risk that their prices may not totally correlate to the prices of the underlying
securities the ETFs are designed to track and the risk of possible trading halts due to market conditions or for other reasons.
Although ETFs that track broad market indexes are typically large and their shares are fairly liquid, ETFs that track more
specific indexes tend to be newer and smaller, and all ETFs have limited redemption features. Pursuant to certain exemptive
relief granted by the SEC, the Fund's investments in certain ETFs may exceed certain of the limits described above.
Under the 1940 Act and rules and regulations thereunder, a Fund may purchase shares of other affiliated Funds, including the
money market Funds, subject to certain conditions. Investing in affiliated Funds may present certain actual or potential conflicts
of interest.
iShares.
iShares Trust and iShares, Inc. ("iShares") are registered investment companies that consist of numerous separate series
(each, an "iShares Fund"), each of which seeks investment results similar to the performance of a single stock market or of
a group of stock markets in a single geographic location. iShares combine characteristics of stocks with those of index funds.
Like stocks, iShares are liquid and can be traded in any number of shares; like index funds, they provide diversification
and market tracking. iShares trade on the American Stock Exchange, the Chicago Board of Options Exchange and the New York
Stock Exchange in the same way as shares of a publicly held company.
Private Placement and Other Restricted Securities
Private placement securities are not registered under the 1933 Act. Private placements often may offer attractive opportunities
for investment not otherwise available on the open market. However, private placement and other "restricted" securities typically
cannot be resold without registration under the 1933 Act or the availability of an exemption from registration (such as Rules
144 or 144A (a "Rule 144A Security")), and may not be readily marketable.
Private placement and other restricted securities typically may be resold only to qualified institutional buyers, or in a
privately negotiated transaction, or to a limited number of purchasers, or in limited quantities after they have been held
for a specified period of time and other conditions are met for an exemption from registration. Investing in private placement
and other restricted securities is subject to certain additional risks. They may be considered illiquid securities as they
typically are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may
be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the
event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell such securities
when it may be advisable to do so or it may be able to sell such securities only at prices lower than if such securities were
more widely held and traded. At times, it also may be more difficult to determine the fair value of such securities for purposes
of computing a Fund's net asset value due to the absence of an active trading market. Delay or difficulty in selling such
securities may result in a loss to a Fund. Restricted securities, including Rule 144A Securities, that are "illiquid" are
subject to a Fund's policy of not investing or holding more than 15% of its net assets in illiquid securities. The manager
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 manager 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 "collateralized fully," 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 manager. The Funds may participate
in pooled repurchase agreement transactions with other funds advised by the manager.
Reverse Repurchase Agreements
A reverse repurchase agreement is an agreement under which a Fund sells a portfolio security and agrees to repurchase it at
an agreed-upon date and price. At the time a Fund enters into a reverse repurchase agreement, it will place in a segregated
custodial account liquid assets such as U.S. Government securities or other liquid high-grade debt securities having a value
equal to or greater than the repurchase price (including accrued interest) and will subsequently monitor the account to ensure
that such value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold
by a Fund may decline below the price at which a Fund is obligated to repurchase the securities. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund's use of proceeds of the
agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce a Fund's
obligation to repurchase the securities. Reverse repurchase agreements may be viewed as a form of borrowing.
Short Sales
A short sale is a transaction in which a Fund sells a security it does not own in anticipation of a decline in market price.
When a Fund makes a short sale, the proceeds it receives are retained by the broker until a Fund replaces the borrowed security.
In order to deliver the security to the buyer, a Fund must arrange through a broker to borrow the security and, in so doing,
a Fund becomes obligated to replace the security borrowed at its market price at the time of replacement, whatever that price
may be. Short sales "against the box" means that a Fund owns the securities, which are placed in a segregated account until
the transaction is closed out, or has the right to obtain securities equivalent in kind and amount to the securities sold
short. A Fund's ability to enter into short sales transactions is limited by the requirements of the 1940 Act.
Short sales by a Fund that are not made "against the box" are limited to transactions in futures and options. Such transactions
create opportunities to increase a Fund's return but, at the same time, involve special risk considerations and may be considered
a speculative technique. Since a Fund in effect profits from a decline in the price of the futures or options sold short without
the need to invest the full purchase price of the futures or options on the date of the short sale, a Fund's NAV per share
will tend to increase more when the futures or options it has sold short decrease in value, and to decrease more when the
futures or options it has sold short increase in value, than would otherwise be the case if it had not engaged in such short
sales. Short sales theoretically involve unlimited loss potential, as the market price of futures or options sold short may
continuously increase, although a Fund may mitigate such losses by replacing the futures or options sold short before the
market price has increased significantly. Under adverse market conditions, a Fund might have difficulty purchasing futures
or options to meet its short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary
to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales.
If a Fund makes a short sale "against the box," a Fund would not immediately deliver the securities sold and would not receive
the proceeds from the sale. The seller is said to have a short position in the securities sold until it delivers the securities
sold, at which time it receives the proceeds of the sale. A Fund's decision to make a short sale "against the box" may be
a technique to hedge against market risks when the investment manager believes that the price of a security may decline, causing
a decline in the value of a security owned by the Fund or a security convertible into or exchangeable for such security. In
such case, any future losses in the Fund's long position would be reduced by a gain in the short position. Short sale transactions
may have adverse tax consequences to the Fund and its shareholders.
In the view of the SEC, a short sale involves the creation of a "senior security" as such term is defined under the 1940 Act,
unless the sale is "against the box" and the securities sold are placed in a segregated account (not with the broker), or
unless the Fund's obligation to deliver the securities sold short is "covered" by segregating (not with the broker) cash,
U.S. Government securities or other liquid debt or equity securities in an amount equal to the difference between the market
value of the securities sold short at the time of the short sale and any cash or securities required to be deposited as collateral
with a broker in connection with the sale (not including the proceeds from the short sale), which difference is adjusted daily
for changes in the value of the securities sold short. The total value of the cash and securities deposited with the broker
and otherwise segregated may not at any time be less than the market value of the securities sold short at the time of the
short sale.
To avoid limitations under the 1940 Act on borrowing by investment companies, all short sales by a Fund will be "against the
box," or the Fund's obligation to deliver the futures or options sold short not "against the box" will be "covered" by segregating
cash, U.S. Government securities or other liquid debt or equity securities in an amount equal to the market value of its delivery
obligation. A Fund will not make short sales of futures or options not "against the box" or maintain a short position if doing
so could create liabilities or require collateral deposits and segregation of assets aggregating more than 25% of the value
of the Fund's total assets.
Unrated Investments
A Fund may purchase instruments that are not rated if, in the opinion of the sub-adviser, such obligations are of investment
quality comparable to other rated investments that are permitted to be purchased by such Fund. After purchase by a Fund, a
security may cease to be rated or its rating may be reduced below the minimum required for purchase by such Funds. Neither
event will require a sale of such security by the Fund. To the extent the ratings given by Moody's, Fitch, or S&P may change
as a result of changes in such organizations or their rating systems, a Fund will attempt to use comparable ratings as standards
for investments in accordance with the investment policies contained in its Prospectus and in this SAI.
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.
Other Risks
Operational and Cyber Security Risks
Our business, financial, accounting, data processing systems or other operating systems and facilities may stop operating
properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond
our control. For example, there could be sudden increases in shareholder transaction volume; electrical or telecommunications
outages; degradation or loss of public internet domain; climate change related impacts and natural disasters such as earthquakes,
tornados, and hurricanes; disease pandemics; or events arising from local or larger scale political or social matters, including
terrorist acts.
The Funds are also subject to the risk of potential cyber incidents which may include, but are not limited to, the harming
of or unauthorized access to digital systems (for example, through "hacking" or infection by computer viruses or other malicious
software code), denial-of-service attacks on websites, and the inadvertent or intentional release of confidential or proprietary
information. Cyber incidents may, among other things, harm Fund operations, result in financial losses to a Fund and its shareholders,
cause the release of confidential or highly restricted information, and result in regulatory penalties, reputational damage,
and/or increased compliance, reimbursement or other compensation costs. Fund operations that may be disrupted or halted due
to a cyber incident include trading, the processing of shareholder transactions, and the calculation of a Fund's net asset
value.
Issues affecting operating systems and facilities, either through cyber incidents or any of the other scenarios described
above, may harm the Funds by affecting a Fund's manager, sub-adviser(s), or other service providers, or issuers of securities
in which a Fund invests. Although we have business continuity plans and other safeguards in place, including what we believe
to be robust information security procedures and controls, there is no guarantee that these measures will prevent cyber incidents
or prevent or ameliorate the effects of significant and widespread disruption to our physical infrastructure or operating
systems. Furthermore, we cannot directly control the security or other measures taken by unaffiliated service providers or
the issuers of securities in which the Funds invest. Such risks at issuers of securities in which the Trust invests could
result in material adverse consequences for such issuers, and may cause the Trust's investment in such securities to lose
value.
Liquidation Risk
There can be no assurance that a Fund will grow to or maintain a viable size. To the extent that a Fund does not grow to or
maintain a viable size, it may be liquidated, and the expenses, timing and tax consequences of such liquidation may not be
favorable to some shareholders. In addition, pursuant to section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act and certain rules promulgated thereunder (collectively known as the "Volcker Rule"), if the Manager and/or its affiliates
own 25% or more of the outstanding shares of a Fund more than three years after the Fund's inception date (or such longer
period as may be permitted by the Federal Reserve Board and/or other federal regulatory agencies overseeing the Volcker Rule),
the Fund will be subject to restrictions on trading that will adversely impact the Fund's ability to execute its investment
strategy. Should this occur, a Fund may be liquidated, or the Manager and/or its affiliates may be required to reduce their
ownership interests in the Fund, either of which may result in gains or losses, increased transaction and other costs and
adverse tax consequences. In addition, other large shareholders controlling a significant portion of a Fund's shares, such
as other funds, institutional investors, financial intermediaries, individuals and other accounts, may elect to redeem a portion
or all of their shares at any time, and the Fund may no longer be able to maintain a viable size after meeting the redemption
request. In these circumstances, a Fund's board may determine to liquidate the Fund. Other factors and events that may lead
to the liquidation of a Fund include changes in laws or regulations governing the Fund or affecting the type of assets in
which the Fund invests, or economic developments or trends having a significant adverse impact on the business or operations
of the Fund. Under the Declaration of Trust, a Fund's board is authorized to liquidate, dissolve and terminate the Fund or
any share class of the Fund without obtaining any authorization or vote of shareholders.
In the event of a Fund's liquidation, shareholders holding Fund shares through tax-deferred accounts would receive a liquidating
distribution, and depending on the arrangements with the custodian of account assets, receipt of the distribution may be taxable
to the account beneficiary and/or subject to tax penalties.
TRUSTEES AND OFFICERS
The following information supplements, and should be read in conjunction with, the section in each Prospectus entitled "Management
of the Funds."
General
The following table provides basic information about the Trustees and Officers of the Trust. Each of the Trustees and Officers
listed below acts in identical capacities for the Wells Fargo family of funds which consists of, as of May 31, 2017, 148 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
("Independent Trustees"), appears below. In addition to the Officers listed below, the Funds have appointed an Anti-Money
Laundering Compliance Officer.
Name and Year of Birth
Position Held with Registrant/Length of Service
1
Principal Occupation(s) During Past 5 Years or Longer
Current Other Public Company or Investment Company Directorships
INDEPENDENT TRUSTEES
William R. Ebsworth
Trustee, since 2015
Retired. From 1984 to 2013, equities analyst, portfolio manager, research director and chief investment officer at Fidelity
Management and Research Company in Boston, Tokyo, and Hong Kong, and retired in 2013 as Chief Investment Officer of Fidelity
Strategic Advisers, Inc. where he led a team of investment professionals managing client assets. Prior thereto, Board member
of Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand International Fund, Ltd., Fidelity Investments
Life Insurance Company, and Empire Fidelity Investments Life Insurance Company. Board member of the Forté Foundation (non-profit
organization) and the Vincent Memorial Hospital Endowment (non-profit organization), where he serves on the Investment Committee
and as Chair of the Audit Committee. Mr. Ebsworth is a CFA® charterholder.
Asset Allocation Trust
Jane A. Freeman
Trustee, since 2015
Retired. From 2012 to 2014 and 1999 to 2008, Chief Financial Officer of Scientific Learning Corporation. From 2008 to 2012,
Ms. Freeman provided consulting services related to strategic business projects. Prior to 1999, Portfolio Manager at Rockefeller
& Co. and Scudder, Stevens & Clark. Board member of the Harding Loevner Funds from 1996 to 2014, serving as both Lead Independent
Director and chair of the Audit Committee. Board member of the Russell Exchange Traded Funds Trust from 2011 to 2012 and the
chair of the Audit Committee. Ms. Freeman is a Board Member of Ruth Bancroft Garden (non-profit organization) and an inactive
chartered financial analyst.
Asset Allocation Trust
Peter G. Gordon
2
Trustee, since 1998; Chairman since 2005
Co-Founder, Retired Chairman, President and CEO of Crystal Geyser Water Company. Trustee Emeritus, Colby College.
Asset Allocation Trust
Isaiah Harris, Jr.
Trustee, since 2009
Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. From 2003 to 2011, Director of Deluxe
Corporation. 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). Advisory Board Member, Child Evangelism Fellowship
(non-profit). Mr. Harris is a certified public accountant (inactive status).
CIGNA Corporation;
Judith M. Johnson
Trustee, since 2008;
Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from
1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant.
Asset Allocation Trust
David F. Larcker
Trustee, since 2009
James Irvin Miller Professor of Accounting at the Graduate School of Business, Stanford University, Director of the Corporate
Governance Research Initiative and Senior Faculty of The Rock Center for Corporate Governance since 2006. From 2005 to 2008,
Professor of Accounting at the Graduate School of Business, Stanford University. Prior thereto, Ernst & Young Professor of
Accounting at The Wharton School, University of Pennsylvania from 1985 to 2005.
Asset Allocation Trust
Olivia S. Mitchell
Trustee, since 2006
International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993.
Director of Wharton's Pension Research Council and Boettner Center on Pensions & Retirement Research, and Research Associate
at the National Bureau of Economic Research. Previously, Cornell University Professor from 1978 to 1993.
Asset Allocation Trust
Timothy J. Penny
Trustee, since 1996; Vice Chairman since 2017
President and Chief Executive Officer of Southern Minnesota Initiative Foundation, a non-profit organization, since 2007 and
Senior Fellow at the Humphrey Institute Policy Forum at the University of Minnesota since 1995. Member of the Board of Trustees
of NorthStar Education Finance, Inc., a non-profit organization, since 2007.
Asset Allocation Trust
Michael S. Scofield
Trustee, since 2010
Served on the Investment Company Institute's Board of Governors and Executive Committee from 2008-2011 as well as 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. Trustee of the Evergreen Fund complex (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
ADVISORY BOARD MEMBERS
James G. Polisson
Advisory Board member since 2017
Retired. Chief Marketing Officer, Source (ETF) UK Services, Ltd, from 2015 to 2017. From 2012 to 2015, Principal of The Polisson
Group, LLC, a management consulting, corporate advisory and principal investing company. Chief Executive Officer and Managing
Director at Russell Investments, Global Exchange Traded Funds from 2010 to 2012. Managing Director of Barclays Global Investors
(Blackrock) from 1998 to 2010 and Global Chief Marketing Officer for iShares and Barclays Global Investors from 2000 to 2010.
Prior thereto, Vice President, Fidelity Retail Mutual Fund Group from 1996 to 1998 and Risk Management Practice Manager, Fidelity
Consulting from 1995 to 1996. Board member of the Russell Exchange Traded Fund Trust from 2011 to 2012. Director of Barclays
Global Investors Holdings Deutschland GmbH from 2006 to 2009. Mr. Polisson is an attorney and has a retired status with the
Massachusetts and District of Columbia Bar Associations.
None
Pamela Wheelock
Advisory Board member since 2017
Chief Operating Officer, Twin Cities Habitat for Humanity, since January, 2017. Vice President of University Services, University
of Minnesota from 2012 to 2017. Prior thereto, Interim President and Chief Executive Officer of Blue Cross Blue Shield of
Minnesota from 2010 to 2011, Chairman of the Board from 2009 to 2011 and Board Director from 2003 to 2015. Vice President,
Leadership and Community Engagement, Bush Foundation, Saint Paul, Minnesota (a private foundation) from 2009 to 2011. Executive
Vice President and Chief Financial Officer, Minnesota Sports and Entertainment from 2004 to 2009 and Senior Vice President
from 2002 to 2004. Commissioner of Finance, State of Minnesota, from 1999 to 2002. Currently on the Board of Directors, Governance
Committee and Finance Committee, for the Minnesota Philanthropy Partners (Saint Paul Foundation) since 2012 and Board Chair
of the Minnesota Wild Foundation since 2010.
None
Name and Year of Birth
Position Held with Registrant/Length of Service
1
Principal Occupation(s) During Past 5 Years or Longer
OFFICERS
Andrew Owen
President, since 2017
Executive Vice President of Wells Fargo & Company and Head of Affiliated Managers, Wells Fargo Asset Management, since 2014.
In addition, Mr. Owen is currently President, Chief Executive Officer and Director of Wells Fargo Funds Management, LLC since
2017. Prior thereto, Executive Vice President responsible for marketing, investments and product development for Wells Fargo
Funds Management, LLC, from 2009 to 2014.
Jeremy DePalma
2
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 and head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010.
Nancy Wiser
3
Treasurer, since 2012
Executive Vice President of Wells Fargo Funds Management since 2011. Chief Operating Officer and Chief Compliance Officer
at LightBox Capital Management LLC, from 2008 to 2011.
C. David Messman
Secretary, since 2000; Chief Legal Officer, since 2003
Senior Vice President and Secretary of Wells Fargo Funds Management, LLC since 2001. Assistant General Counsel of Wells Fargo
Bank, N.A since 2013 and Vice President and Managing Counsel of Wells Fargo Bank, N.A. from 1996 to 2013.
Michael H. Whitaker
Chief Compliance Officer, since 2016
Senior Vice President and Chief Compliance Officer since 2016. Senior Vice President and Chief Compliance Officer for Fidelity
Investments from 2007 to 2016.
David Berardi
Assistant Treasurer, since 2009
Vice President of Wells Fargo Funds Management, LLC since 2009. Vice President of Evergreen Investment Management Company,
LLC from 2008 to 2010. Manager of Fund Reporting and Control for Evergreen Investment Management Company, LLC from 2004 to
2010.
William R. Ebsworth.
Mr. Ebsworth has served as a Trustee of the Trusts in the Fund Complex and Asset Allocation Trust since January 1, 2015.
From 1984 to 2013, equities analyst, portfolio manager, research director at Fidelity Management and Research Company in Boston,
Tokyo, and Hong Kong, and retired in 2013 as Chief Investment Officer of Fidelity Strategic Advisers, Inc. where he led a
team of investment professionals managing client assets. Prior thereto, Board member of Hong Kong Securities Clearing Co.,
Hong Kong Options Clearing Corp., the Thailand International Fund, Ltd., Fidelity Investments Life Insurance Company, and
Empire Fidelity Investments Life Insurance Company. Mr. Ebsworth is a CFA
®
charterholder.
Jane A. Freeman.
Ms. Freeman has served as a Trustee of the Trusts in the Fund Complex and Asset Allocation Trust since January 1, 2015. From
2012 to 2014 and 1999 to 2008, Ms. Freeman served as the Chief Financial Officer of Scientific Learning Corporation. From
2008 to 2012, Ms. Freeman provided consulting services related to strategic business projects. Prior to joining Scientific
Learning, Ms. Freeman was employed as a portfolio manager at Rockefeller & Co. and Scudder, Stevens & Clark. She served as
a board member of the Harding Loevner Funds from 1996 to 2014, serving as both Lead Independent Director and chair of the
Audit Committee. She also served as a board member of the Russell Exchange Traded Funds Trust from 2011 to 2012 and as chair
of the Audit Committee. Ms. Freeman serves as a Board Member of the Ruth Bancroft Garden. Ms. Freeman is a Chartered Financial
Analyst (inactive).
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.
James G. Polisson.
Mr. Polisson was appointed as an Advisory Board member effective August 1, 2017. Mr. Polisson has extensive experience in
the financial services industry, including over 15 years in the ETF industry. From 2015 to July 31, 2017, Mr. Polisson was
the Chief Marketing Officer of Source (ETF) UK Services, Ltd., one of the largest providers of exchange-traded products in
Europe. From 2012 to 2015, Mr. Polisson was Principal of The Polisson Group, LLC, a management consulting, corporate advisory
and principal investing firm. Prior to 2012, Mr. Polisson was Chief Executive Officer and Managing Director of Russell Investments'
global ETF business from 2010. He was also a member of the Board of Trustees of Russell Exchange Traded Funds Trust, where
he served as Chairman, President and Chief Executive Officer from 2011 to 2012. Mr. Polisson also served as Chief Marketing
Officer for Barclays Global Investors from 2000 to 2010, where he led global marketing for the iShares ETF business.
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 (and its predecessors) 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, a member of the board of directors
of the Mutual Fund Directors Forum, and other leadership positions in the investment company industry. He previously worked
as an attorney with the Law Offices of Michael S. Scofield.
Pamela Wheelock.
Ms. Wheelock was appointed as an Advisory Board member effective August 1, 2017. Ms. Wheelock is the Chief Operating Officer
of Twin Cities Habitat for Humanity. Ms. Wheelock has more than 25 years of leadership experience in the private, public and
nonprofit sectors. Prior to joining Habitat for Humanity in 2017, Ms. Wheelock was the Vice President of University Services
at the University of Minnesota from 2012, where she served as chief operations officer of the University. She also served
as Interim President and Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Vice President
of the Bush Foundation from 2009 to 2011, and Executive Vice President and Chief Financial Officer of Minnesota Sports and
Entertainment from 2004 to 2009. Ms. Wheelock served as the Executive Budget Officer and Finance Commissioner for the State
of Minnesota from 1999 to 2002.
Board of Trustees - Leadership Structure and Oversight Responsibilities
Committees.
As noted above, the Board has established a standing Governance Committee, a standing Audit Committee, a standing Valuation
Committee and a standing Dividend Committee to assist the Board in the oversight and direction of the business and affairs
of the Trust. The Governance Committee and Audit Committee operate pursuant to charters approved by the Board. The Valuation
Committee's responsibilities are set forth in Valuation Procedures approved by the Board, and the Dividend Committee's responsibilities
were set forth by the Board when it established the Committee. Each Independent Trustee is a member of the Trust's Governance
Committee, Audit Committee and Valuation Committee. The Dividend Committee is comprised of three Independent Trustees.
(1)
Governance Committee.
Except with respect to any trustee nomination made by an eligible shareholder or shareholder group as permitted by applicable
law and applicable provisions of the Declaration of Trust and any By-Laws of a Trust, the Committee shall make all nominations
for membership on the Board of Trustees of each Trust. The Committee shall evaluate each candidate's qualifications for Board
membership and his or her independence from the Funds' manager, sub-adviser(s) and principal underwriter(s) and, as it deems
appropriate, other principal service providers. 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 Appendix A to 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 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 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 candidates 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. In the event of any conflict or inconsistency with respect to the requirements applicable to a Shareholder
Recommendation as between those established in the procedures and those in the By-Laws of a Closed-End Fund, the requirements
of the By-Laws of such Closed-End Fund shall control.
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.
(2)
Audit Committee.
The Audit Committee oversees the Funds' accounting and financial reporting policies, including their internal controls over
financial reporting; oversees the quality and objectivity of the Funds' financial statements and the independent audit thereof;
and interacts with the Funds' independent registered public accounting firm on behalf of the full Board and with appropriate
officers of the Trust. 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 action regarding the valuation of portfolio
securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of securities
between regularly scheduled Board 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 during the previous quarter by the Valuation Committee or by the Management Valuation Team other than
pursuant to Board-approved methodologies. Any one member of the Valuation Committee may constitute a quorum for a meeting
of the committee.
(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 has delegated to the Management Open-End Dividend Committee the authority to determine periodic
dividend amounts subject to certain Board-approved parameters to be paid by each of the Core Plus Bond Fund, Emerging Markets
Equity Income Fund, International Bond Fund, Real Return Fund and Strategic Income Fund. Under certain circumstances, the
Dividend Committee must review and consider for approval, as it deems appropriate, recommendations of the Management Open-End
Dividend Committee.
The committees met the following number of times during the most recently completed fiscal year:
Committee Name
Committee Meetings During Last Fiscal Year
Governance Committee
3
Audit Committee
9
Valuation Committee
4
Dividend Committee
0
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. Listed below is the Trustee compensation
that was paid by a Fund and the Fund Complex for the most recently completed fiscal year:
Trustee Compensation
Trustee
Aggregate Compensation from the Fund
Total Compensation from the Fund Complex
1
William R. Ebsworth
$1,993
$295,000
Jane A. Freeman
$2,003
$296,500
Peter G. Gordon
$2,426
$359,000
Isaiah Harris, Jr.
$1,983
$293,500
Judith M. Johnson
$2,206
$326,500
David F. Larcker
$2,003
$296,500
Olivia S. Mitchell
$2,003
$296,500
Timothy J. Penny
$2,122
$314,000
Michael S. Scofield
$2,003
$296,500
Beneficial Equity Ownership Information.
As of the calendar year ended December 31, 2016, the table below shows for each Trustee, the dollar value of the Funds' equity
securities beneficially owned by the Trustee, and the aggregate value of all investments in equity securities of the Fund
Complex, stated as one of the following ranges: $0; $1-$10,000; $10,001- $50,000; $50,001-$100,000; and over $100,000.
Independent Trustees
Trustee
Fund
Dollar Range of Investment in Fund
Aggregate Dollar Range of Equity Securities of Fund Complex
William R. Ebsworth
Growth Balanced Fund
$0
Over $100,000
Moderate Balanced Fund
$0
Jane A. Freeman
Growth Balanced Fund
$0
Over $100,000
Moderate Balanced Fund
$0
Peter G. Gordon
Growth Balanced Fund
$0
Over $100,000
Moderate Balanced Fund
$0
Isaiah Harris, Jr.
Growth Balanced Fund
$0
Over $100,000
Moderate Balanced Fund
$0
Judith M. Johnson
Growth Balanced Fund
$0
Over $100,000
Moderate Balanced Fund
$0
David F. Larcker
Growth Balanced Fund
$0
Over $100,000
Moderate Balanced Fund
$0
Olivia S. Mitchell
Growth Balanced Fund
$0
Over $100,000
Moderate Balanced Fund
$0
Timothy J. Penny
Growth Balanced Fund
Over $100,000
Over $100,000
Moderate Balanced Fund
$0
Michael S. Scofield
Growth Balanced Fund
$0
Over $100,000
Moderate Balanced Fund
$0
Ownership of Securities of Certain Entities.
As of the calendar year ended December 31, 2016, none of the Independent Trustees and/or their immediate family members owned
securities of the manager, any sub-advisers, or the distributor, or any entity directly or indirectly controlling, controlled
by, or under common control with the manager, any sub-advisers, or the distributor.
MANAGER AND OTHER SERVICE PROVIDERS
Manager and Class-Level Administrator
Funds Management, an indirect wholly owned subsidiary of Wells Fargo & Company and an affiliate of Wells Fargo Bank, is the
manager and class-level administrator for the Funds. Funds Management provides advisory and Fund-level administrative services
to the Funds under an investment management agreement (the "Management Agreement") and provides class-level administrative
services to the Funds under a class-level administration agreement (the "Class-Level Administration Agreement"). Under the
Management Agreement, Funds Management is responsible for, among other services, (i) implementing the investment objectives
and strategies of the Funds, (ii) supervising the applicable Sub-Adviser(s), (iii) providing Fund-level administrative services
in connection with the Funds' operations, (iv) developing and implementing procedures for monitoring compliance with regulatory
requirements and compliance with the Funds' investment objectives, policies and restrictions, and (v) providing any other
Fund-level administrative services reasonably necessary for the operation of the Funds other than those services that are
provided by the Funds' transfer and dividend disbursing agent, custodian, and fund accountant. Funds Management also furnishes
office space and certain facilities required for conducting the Funds' business together with ordinary clerical and bookkeeping
services.
Under the Class-Level Administration Agreement, Funds Management is responsible for, among other services, (i) coordinating,
supervising and paying the applicable transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers,
(ii) coordinating the preparation and filing of registration statements, notices, shareholder reports and other information
materials, including prospectuses, proxies and other shareholder communications for a class, (iii) receiving and tabulating
class-specific shareholder votes, (iv) reviewing bills submitted to a Fund and, upon determining that a bill is appropriate,
allocating amounts to the appropriate classes thereof and instructing the Funds' custodian to pay such bills, and (v) assembling
and disseminating information concerning class performance, expenses, distributions and administration. Funds Management has
agreed to pay all of the Funds' fees and expenses for services provided by the Funds' transfer agent and various sub-transfer
agents and omnibus account servicers and record-keepers out of the fees it receives pursuant to the Class-Level Administration
Agreement.
As compensation for its services under the Management Agreement, Funds Management is entitled to receive a monthly fee at
the annual rates indicated below of each Fund's average daily net assets:
Fund
Assets
Fee
Growth Balanced Fund
First $500 million
0.30%
Next $500 million
0.28%
Next $2 billion
0.26%
Next $2 billion
0.24%
Next $5 billion
0.23%
Over $10 billion
0.22%
Moderate Balanced Fund
First $500 million
0.30%
Next $500 million
0.28%
Next $2 billion
0.26%
Next $2 billion
0.24%
Next $5 billion
0.23%
Over $10 billion
0.22%
Management Fees Paid
. Prior to July 1, 2015, Funds Management provided advisory services to the Funds pursuant to an investment advisory agreement
("Advisory Agreement"). The Management Agreement, which became effective on July 1, 2015, combines the terms of the Advisory
Agreement with the terms of the Funds' prior Amended and Restated Administration Agreement (the "Prior Administration Agreement")
applicable to Fund-level administrative services. For the most recent fiscal year, the amounts shown below reflect fees paid
to and waived by Funds Management under the Management Agreement. The table also shows the advisory fees paid pursuant to
the Advisory Agreement and the advisory fees waived by Funds Management for the prior two fiscal years.
Management Fees Paid
Fund/Fiscal Year or Period
Management Fees Paid
Management Fees Waived
May 31, 2017
Growth Balanced Fund
$
103,783
$
638,023
Moderate Balanced Fund
$
4,206
$
569,781
May 31, 2016
Growth Balanced Fund
$
73,057
$
675,001
Moderate Balanced Fund
$
0
$
549,343
May 31, 2015
Growth Balanced Fund
$
0
$
633,864
Moderate Balanced Fund
$
0
$
431,543
For providing class-level administrative services to the Funds pursuant to the Class-Level Administration Agreement, including
paying the Funds' fees and expenses for services provided by the Funds' transfer agent and various sub-transfer agents and
omnibus account servicers and record-keepers, Funds Management is entitled to receive an annual fee at the rates indicated
below, as a percentage of the total net assets of each Class:
Class-Level Administrator Fee
Share Class
% of Average Daily Net Assets
Class A and Class C
0.21%
Administrator Class
0.13%
Administrative Service Fees Paid
. The Class-Level Administration Agreement became effective July 1, 2015. Prior to July 1, 2015, Funds Management provided
both Fund-level and class-level administrative services to the Fund pursuant to the Prior Administration Agreement. For the
most recent fiscal year, the amounts shown below reflect fees paid to and waived by Funds Management under the Class-Level
Administration Agreement. The table also shows the administrative services fees paid pursuant to the prior Administration
Agreement and the administrative services fees waived by Funds Management for the prior two fiscal years.
Administration Service Fees Paid
Fund/Fiscal Year or Period
Administrative Service Fees Paid
Administrative Service Fees Waived
May 31, 2017
Growth Balanced Fund
$
386,337
$
0
Moderate Balanced Fund
$
288,577
$
0
May 31, 2016
Growth Balanced Fund
$
401,292
$
0
Moderate Balanced Fund
$
263,791
$
10,126
May 31, 2015
Growth Balanced Fund
$
465,455
$
37,441
Moderate Balanced Fund
$
228,319
$
70,766
General.
Each Fund's Management Agreement will continue in effect provided the continuance is approved annually (i) by the holders
of a majority of the respective Fund's outstanding voting securities or by the Board and (ii) by a majority of the Trustees
who are not parties to the Management Agreement or "interested persons" (as defined under the 1940 Act) of any such party.
The Management Agreement may be terminated at any time by vote of the Board or by vote of a majority of a Fund's outstanding
voting securities, or by Funds Management on 60 days' written notice. It will terminate automatically if assigned.
For each Fund, the Class-Level Administration Agreement will continue in effect provided the continuance is approved annually
by the Board, including a majority of the Trustees who are not "interested persons" (as defined under the 1940 Act) of any
party to the Class-Level Administration Agreement. The Class-Level Administration Agreement may be terminated on 60 days'
written notice by either party.
Conflicts of Interest
. 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 manager and, for most Wells Fargo Funds, sub-adviser, as well as class-level 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.
Fund Expenses
. From time to time, Funds Management may waive fees from a Fund in whole or in part. Any such waiver will reduce expenses
and, accordingly, have a favorable impact on a Fund's performance.
Except for the expenses borne by Funds Management, the Trust bears all costs of its operations, including the compensation
of the Independent Trustees; investment management, shareholder services and class-level administrative fees; payments pursuant
to any 12b-1 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 12b-1 Plan), shareholders'
reports, notices, proxy statements and reports to regulatory agencies; insurance premiums and certain expenses relating to
insurance coverage; trade association membership dues (including membership dues in the Investment Company Institute allocable
to a Fund); brokerage and other expenses connected with the execution of portfolio transactions; fees and expenses of its
custodian, including those for keeping books and accounts and calculating the NAV per share of a Fund; expenses of shareholders'
meetings; expenses relating to the issuance, registration and qualification of a Fund's shares; pricing services, organizational
expenses and any extraordinary expenses. Expenses attributable to a Fund are charged against the Fund's assets. General expenses
of the Trust are allocated among all of the series of the Trust, including the Funds, in a manner proportionate to the net
assets of each Fund, on a transactional basis, or on such other basis as the Board deems equitable.
Sub-Advisers
Funds Management has engaged Wells Capital Management Incorporated ("Wells Capital Management"), an affiliate of Funds Management,
to serve as sub-adviser to the Funds (the "Sub-Adviser"). Subject to the direction of the Trust's Board and the overall supervision
and control of Funds Management and the Trust, the Sub-Adviser provides day-to-day portfolio management services to the Funds.
Funds Management may, from time to time and in its sole discretion, allocate and reallocate services provided by and fees
paid to the Sub-Adviser.
For providing investment sub-advisory services, including asset allocation services, to the Growth Balanced and Moderate Balanced
Funds, Wells Capital Management is entitled to receive an annual fee as a percentage of each Fund's daily net assets as follows:
Fund
Fee
Growth Balanced Fund
First $250M
0.10%
Moderate Balanced Fund
First $250M
0.10%
Portfolio Managers
The following information supplements, and should be read in conjunction with, the section in each Prospectus entitled "Portfolio
Managers." The information in this section is provided as of May 31, 2017, the most recent fiscal year end for the Funds managed
by the portfolio managers listed below (each a "Portfolio Manager" and together, the "Portfolio Managers"). The Portfolio
Managers manage the investment activities of the Funds on a day-to-day basis as follows:
Fund
Sub-Adviser
Portfolio Managers
Growth Balanced
Funds Management
Thomas C. Biwer, CFA
Wells Capital Management
Kandarp R. Acharya, CFA, FRM
Moderate Balanced
Funds Management
Thomas C. Biwer, CFA
Wells Capital Management
Kandarp R. Acharya, CFA, FRM
Management of Other Accounts
.
The following table(s) provide information relating to other accounts managed by the Portfolio Manager(s). The table(s) do
not include the Funds or any personal brokerage accounts of the Portfolio Manager(s) and their families.
Funds Management
Erik J. Sens, CFA
Registered Investment Companies
Number of Accounts
1
Total Assets Managed
$195.84M
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
Wells Fargo Funds
Allocation Funds
On December 15, 2015, the Wells Fargo Advantage Funds changed its name to the Wells Fargo Funds.
(2) Each Fund may not invest or hold more than 15% of the Fund's net assets in illiquid securities. For this purpose, illiquid
securities include, among others, (a) securities that are illiquid by virtue of the absence of a readily available market
or legal or contractual restrictions on resale, (b) fixed time deposits that are subject to withdrawal penalties and that
have maturities of more than seven days, and (c) repurchase agreements not terminable within seven days.
(3) The Fund may invest in financial instruments subject to the Commodity Exchange Act of 1936, as amended ("CEA"), including
futures, options on futures, and swaps ("commodity interests"), consistent with its investment policies and the 1940 Act,
including the rules, regulations and interpretations of the Securities and Exchange Commission ("SEC") thereunder or any exemptive
orders obtained thereunder, and consistent with investment in commodity interests that would allow the Fund's investment adviser
to claim an exclusion from being a "commodity pool operator" as defined by the CEA.
(4) Each Fund may lend securities from its portfolio to approved brokers, dealers and financial institutions, to the extent
permitted under the 1940 Act, including the rules, regulations and exemptions thereunder, which currently limit such activities
to one-third of the value of a Fund's total assets (including the value of the collateral received). Any such loans of portfolio
securities will be fully collateralized based on values that are marked-to-market daily.
(5) Each Fund may not make investments for the purpose of exercising control or management, provided that this restriction
does not limit a Fund's investments in securities of other investment companies or investments in entities created under the
laws of foreign countries to facilitate investment in securities of that country.
(6) Each Fund may not purchase securities on margin (except for short-term credits necessary for the clearance of transactions).
(7) Each Fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short (short sales "against the box"), and provided that transactions in futures contracts and
options are not deemed to constitute selling securities short.
(8) Each Fund that is subject to Rule 35d-1 (the "Names Rule") under the 1940 Act, and that has a non-fundamental policy
or policies in place to comply with the Names Rule, has adopted the following policy:
Shareholders will receive at least 60 days notice of any change to a Fund's non-fundamental policy complying with the Names
Rule. The notice will be provided in Plain English in a separate written document, and will contain the following prominent
statement or similar statement in bold-face type: "Important Notice Regarding Change in Investment Policy." This statement
will appear on both the notice and the envelope in which it is delivered, unless it is delivered separately from other communications
to investors, in which case the statement will appear either on the notice or the envelope in which the notice is delivered.
With respect to repurchase agreements, each 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 each 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. In addition, each Fund does not consider mortgage-backed securities and asset-backed
securities, whether government-issued or privately issued, to represent interests in any particular industry or group of industries,
and therefore the 25% concentration restriction noted above does not limit to investments in such securities.
A Fund may buy put and call options and write covered call and secured put options. Options trading is a highly specialized
activity which entails greater than ordinary investment risk. Options may be more volatile than the underlying instruments,
and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in
the underlying instruments themselves. Purchasing options is a specialized investment technique that entails a substantial
risk of a complete loss of the amounts paid as premiums to the writer of the option. If the sub-adviser is incorrect in its
forecast of market value or other factors when writing options, the Fund would be in a worse position than it would have been
had if it had not written the option. If a Fund wishes to sell an underlying instrument (in the case of a covered call option)
or liquidate assets in a segregated account (in the case of a secured put option), the Fund must purchase an offsetting option
if available, thereby incurring additional transactions costs.
Swap agreements are derivative instruments that can be individually negotiated and structured to address exposure to a variety
of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease
a Fund's exposure to long- or short-term interest rates, foreign currency values, mortgage securities, corporate borrowing
rates, or other factors such as security prices or inflation rates. A Fund may enter into a variety of swap agreements, including
interest rate, index, commodity, equity, credit default and currency exchange rate swap agreements, and other types of swap
agreements such as caps, collars and floors. A Fund also may enter into swaptions, which are options to enter into a swap
agreement. In a swaption, in exchange for an option premium, the purchaser of the swaption acquires the right, but not the
obligation, to enter into a specified swap agreement with a counterparty on a specified future date. If there is a default
by the other party to a swap agreement or swaption, the Fund will have contractual remedies pursuant to the agreements related
to the transaction.
The use of swaps and swaptions is a highly specialized activity that involves investment techniques and risks different from
those associated with ordinary portfolio security transactions. These transactions generally do not involve the delivery of
securities or other underlying assets or principal. Accordingly, the risk of loss with respect to swap agreements and swaptions
generally is limited to the net amount of payments that the Fund is contractually obligated to make. There is also a risk
of a default by the other party to a swap agreement or swaption, in which case a Fund may not receive the net amount of payments
that such Fund contractually is entitled to receive.
Interest Rate Swap Agreements
. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional
principal amount," in return for payments equal to a fixed rate times the same amount, for a specified period of time. The
exchange commitment can involve payments to be made in the same currency or in different currencies. A Fund will usually enter
into swap agreements on a net basis. In so doing, the two payment streams under the swap agreement are netted out, with the
Fund receiving or paying, as the case may be, only the net amount of the two payments. If the Fund enters into a swap agreement,
it will maintain a segregated account on a gross basis, unless the contract provides for a segregated account on a net basis.
If a swap agreement provides for payments in different currencies, the parties might agree to exchange notional principal
amount as well. In a total return swap agreement, the non-floating rate side of the swap is based on the total return of an
individual security, a basket of securities, an index or another reference asset. Swaps may also depend on other prices or
rates, such as the value of an index or mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return
for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments
to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated
to make payments to the extent that a specified interest rate falls below an agreed-upon level. Caps and floors have an effect
similar to buying or writing options. A collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift a Fund's investment exposure from one type of investment to another. For example, if a
Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease
a Fund's exposure to long-term interest rates. Another example is if a Fund agreed to exchange payments in dollars for payments
in foreign currency, the swap agreement would tend to decrease a Fund's exposure to U.S. interest rates and increase its exposure
to foreign currency and interest rates.
Swap agreements are sophisticated hedging instruments that typically involve a small investment of cash relative to the magnitude
of risks assumed. As a result, swaps can be highly volatile and may have a considerable impact on a Fund's performance. Depending
on how they are used, swap agreements may increase or decrease the overall volatility of a Fund's investments and its share
price and yield. Additionally, whether a Fund's use of swap agreements will be successful in furthering its investment objective
will depend on the sub-adviser's ability correctly to predict whether certain types of investments likely are to produce greater
returns than other investments. Because they are two party contracts and because they may have terms of greater than seven
days, swap agreements may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to
be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The most significant
factor in the performance of swap agreements is the change in the specific interest rate, currency, or other factor that determines
the amounts of payments due to and from a Fund. If a swap agreement calls for payments by a Fund, a Fund must be prepared
to make such payments when due. In addition, if the counterparty's creditworthiness declines, the value of a swap agreement
likely would decline, potentially resulting in losses for a Fund. A Fund will closely monitor the credit of a swap agreement
counterparty in order to attempt to minimize this risk. A Fund may also suffer losses if it is unable to terminate outstanding
swap agreements (either by assignment or other disposition) or reduce its exposure through offsetting transactions (i.e.,
by entering into an offsetting swap agreement with the same party or a similarly creditworthy party).
Credit default swap agreements may involve greater risks than if a Fund had invested in the reference obligation directly
since, in addition to risks relating to the reference obligation, credit default swaps are subject to illiquidity risk, counterparty
risk and credit risk. A Fund will enter into credit default swap agreements generally with counterparties that meet certain
standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event
occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation
received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional
value it pays to the buyer, resulting in a loss of value to the seller.
obligation to pay interest at a stated rate on specific dates and to repay principal (the bond's face value) periodically
or on a specified maturity date. An issuer may have the right to redeem or "call" a bond before maturity, in which case the
investor may have to reinvest the proceeds at lower market rates. The value of fixed-rate bonds will tend to fall when interest
rates rise and rise when interest rates fall. The value of "floating-rate" or "variable-rate" bonds, on the other hand, fluctuate
much less in response to market interest-rate movements than the value of fixed-rate bonds.
(the "1933 Act").
Certain of the debt instruments purchased by the Funds may be interest-bearing securities issued by a company, called corporate
debt securities. The issuer of a corporate debt security has a contractual obligation to pay interest at a stated rate on
specific dates and to repay principal periodically or on a specified maturity date. An issuer may have the right to redeem
or "call" a corporate debt security before maturity, in which case the investor may have to reinvest the proceeds at lower
market rates. The value of fixed-rate corporate debt securities will tend to fall when interest rates rise and rise when interest
rates fall. The value of "floating-rate" or "variable-rate" corporate debt securities, on the other hand, fluctuate much less
in response to market interest rate movements than the value of fixed-rate securities. Corporate debt securities may be senior
or subordinated obligations. Senior obligations generally have the first claim on a corporation's earnings and assets and,
in the event of liquidation, are paid before subordinated debt. Corporate debt securities may be unsecured (backed only by
the issuer's general creditworthiness) or secured (also backed by specified collateral).
privately placed, debt obligations of insurance companies that offer a fixed- or floating-rate of interest. These investments
are not readily marketable and therefore are considered to be illiquid securities. (See the section entitled "Illiquid Securities").
contracts, a Fund makes cash contributions to a deposit fund of the insurance company's general account. The insurance company
then credits to the deposit fund on a monthly basis guaranteed interest at a rate based on an index. The GICs provide that
this guaranteed interest will not be less than a certain minimum rate. The insurance company may assess periodic charges against
a GIC for expense and service costs allocable to it, and these charges will be deducted from the value of the deposit fund.
A Fund will purchase a GIC only when the adviser has determined that the GIC presents minimal credit risks to the Fund and
is of comparable quality to instruments in which the Fund may otherwise invest. Because a Fund may not receive the principal
amount of a GIC from the insurance company on seven days' notice or less, a GIC may be considered an illiquid investment.
The term of a GIC will be one year or less.
securities, particularly if such securities are subordinated, thereby reducing the value of such securities and in some cases
rendering them worthless. The risk of such defaults is generally higher in the case of mortgage pools that include so-called
"subprime" mortgages.
The Funds may invest in securities that are known as "preferred securities" or "hybrid securities". Certain of these securities
are deemed to be debt obligations although they may have one or more characteristics found in equity securities (e.g., no
stated maturity date). The Funds will treat a preferred security as a corporate debt obligation so long as it has some combination
of the following characteristics: the security pays interest; the security is priced relative to a U.S. Treasury security;
the security is rated by one or more of the Nationally Recognized Statistical Rating Organizations; the security is callable;
the security is issued by a corporation or similar for-profit entity; and/or other factors.
Debt security investments may include the debt securities of "supranational" entities if the adviser believes that the securities
do not present risks inconsistent with a Fund's investment objective. Supranational entities include international organizations
designated or supported by governmental entities to promote economic reconstruction or development and international banking
institutions and related government agencies. Examples include the International Bank for Reconstruction and Development (an
agency of the World Bank), the Asian Development Bank and the InterAmerican Development Bank.
The Funds have a segregated account in which they may maintain cash, U.S. Government obligations or other high-quality debt
instruments in an amount at least equal in value to each Fund's commitments to purchase when-issued securities. If the value
of these assets declines, a Fund will place additional liquid assets in the account on a daily basis so that the value of
the assets in the account is at least equal to the amount of such commitments.
To manage its exposure to different types of investments, the VT Index Allocation Fund may enter into interest-rate, currency
and mortgage (or other asset) swap agreements and may purchase and sell interest-rate "caps," "floors" and "collars." In a
typical interest-rate swap agreement, one party agrees to make regular payments equal to a floating interest rate on a specific
amount in return for payments equal to a fixed interest rate on the same amount for a specified period. In a cap or floor,
one party agrees, usually in return for a fee, to make payments under particular circumstances. A collar entitles the purchaser
to receive payments to the extent a specified interest rate falls outside an agreed upon range.
For lending its securities, a Fund will earn either a fee payable by the borrower (on loans that are collateralized by U.S.
Government securities or a letter of credit) or the income on instruments purchased with cash collateral (after payment of
a rebate fee to the borrower and a portion of the investment revenue to the securities lending agent). Cash collateral is
invested on behalf of the Funds by the Funds' manager in U.S. dollar-denominated short-term money market instruments that
are permissible investments for the Fund and that, at the time of investment, are considered high-quality. Currently, cash
collateral generated from securities lending is invested in shares of Securities Lending Cash Investments, LLC (the "Cash
Collateral Fund"). The Cash Collateral Fund is a Delaware limited liability company that is exempt from registration under
the 1940 Act. The Cash Collateral Fund is managed by Wells Fargo Funds Management, LLC ("Funds Management") and is sub-advised
by Wells Capital Management Incorporated ("Wells Capital Management"). The Cash Collateral Fund is required to comply with
the credit quality, maturity and other limitations set forth in Rule 2a-7 under the 1940 Act. The Cash Collateral Fund seeks
to provide preservation of principal and daily liquidity by investing in high-quality, U.S. dollar-denominated short-term
money market instruments. The Cash Collateral Fund may invest in securities with fixed, variable, or floating rates of interest.
The Cash Collateral Fund seeks to maintain a stable price per share of $1.00, although there is no guarantee that this will
be achieved. Income on shares of the Cash Collateral Fund is reinvested in shares of the Cash Collateral Fund. The net asset
value of a Fund will be affected by an increase or decrease in the value of the securities loaned by it, and by an increase
or decrease in the value of instruments purchased with cash collateral received by it. Thus, the current net asset value of
each Fund reflects the current valuations assigned to shares of the Cash Collateral Fund held on behalf of such Fund.
The ownership interests of the Funds in the Cash Collateral Fund are not insured by the FDIC, and are not deposits, obligations
of, or endorsed or guaranteed in any way by, Wells Fargo Bank or any banking entity. Any losses in the Cash Collateral Fund
will be borne solely by the Cash Collateral Fund and not by Wells Fargo Bank or its affiliates.
Loans of securities involve a risk that the borrower may fail to return the securities when due or when recalled by a Fund
or may fail to provide additional collateral when required. In either case, a Fund could experience delays in recovering securities
or could lose all or part of the value of the loaned securities. Although voting rights, or rights to consent, attendant to
securities on loan pass to the borrower, loans may be recalled at any time and generally will be recalled if a material event
affecting the investment is expected to be presented to a shareholder vote, so that the securities may be voted by the Fund.
Each lending Fund pays a portion of the income (net of rebate fees) or fees earned by it from securities lending to a securities
lending agent. Goldman Sachs Bank USA, an unaffiliated third party doing business as Goldman Sachs Agency Lending, currently
acts as securities lending agent for the Funds, subject to the overall supervision of the Funds' manager.
(Born 1957)
(Born 1953)
(Born 1942)
(Born 1952)
Asset Allocation Trust
(Born 1949)
Audit Committee Chairman, since 2008
(Born 1950)
(Born 1953)
(Born 1951)
(Born 1943)
(Born 1959)
(Born 1959)
1
Length of service dates reflect the Trustee's commencement of service with the Trust's predecessor entities, where applicable.
2
Mr. Gordon is expected to retire on December 31, 2017.
(Born 1960)
(Born 1974)
(Born 1967)
(Born 1960)
(Born 1967)
(Born 1975)
1
Length of service dates reflect the Trustee's commencement of service with the Trust's predecessor entities, where applicable.
2
Currently serves as Treasurer to the Allocation Funds, Alternative Funds, Target Date Funds, Dynamic Target Date Funds, International
Equity Funds, Large Cap Stock Funds, WealthBuilder Funds and the International Value Fund. Also serves as Assistant Treasurer
for the remaining series of the Trust.
3
Currently serves as Treasurer to the CoreBuilder
®
Shares, Equity Gateway Funds (except International Value Fund), Income Funds, Money Market Funds, Municipal Income Funds,
Small to Mid Cap Stock Funds, Small, Mid, All Cap Stock Funds, Specialty Funds, Wells Fargo Emerging Markets Bond Fund, Wells
Fargo Factor Enhanced Emerging Markets Fund, Wells Fargo Factor Enhanced International Fund, Wells Fargo Factor Enhanced Large
Cap Fund, Wells Fargo Factor Enhanced Small Cap Fund, Wells Fargo High Yield Corporate Bond Fund, and Wells Fargo U.S. Core
Bond Fund.
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 served as a director of Deluxe Corporation
from 2003 to 2011. 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.
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, and Vice Chair of
the Board of Trustees since 2017. He has also served as a Trustee of Asset Allocation Trust since 2010. He has been President
and Chief Executive Officer 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.
Overall responsibility for oversight of the Trust and the Funds rests with the Board of Trustees. The Board has engaged Funds
Management to manage the Funds on a day-to day basis. The Board is responsible for overseeing Funds Management and other service
providers in the operation of the Trust in accordance with the provisions of the 1940 Act, applicable provisions of Delaware
law, other applicable laws and the Declaration of Trust. The Board is currently composed of nine members, each of whom is
an Independent Trustee. The Board currently conducts regular in-person 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 respect to governance-related matters 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 and to preside at meetings in the absence of the Chairman,
the Board has, upon recommendation by the Governance Committee and the Chairman of the Board, an Independent Trustee to serve
as Vice Chair. The Vice Chair 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 Vice Chair 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, a Valuation Committee and a Dividend Committee to
assist the Board in the oversight and direction of the business and affairs of the Trust, and from time to time may establish
informal working groups to review and address the policies and practices of the Trust with respect to certain specified matters.
Additionally, the Board has established investment teams to review in detail the performance of each of the Funds, 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 Funds and Trusts are subject to a number of risks, including investment, compliance, operational, liquidity and valuation
risks, among others. Day-to-day risk management functions are subsumed within the responsibilities of Funds Management, the
sub-advisers and other service providers (depending on the nature of the risk), who carry out the Funds' investment management
and business affairs. Each of Funds Management, the sub-advisers and other service providers have their own, independent approach
to risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their
individual priorities, resources and controls.
Risk oversight forms part of the Board's general oversight of the Funds and Trusts and is addressed as part of various Board
and Committee activities. The Board recognizes that it is not possible to identify all of the risks that may affect a Fund
or to develop processes and controls to eliminate or mitigate their occurrence or effects and that it is necessary for the
Funds to bear certain risks (such as investment-related risks) to pursue their goals. 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,
sub-advisers, the Chief Compliance Officer of the Funds, the Chief Risk Officer of Funds Management, the independent registered
public accounting firm for the Funds, and internal compliance auditors for Funds Management or its affiliates, as appropriate,
regarding risks faced by the Funds and relevant risk functions. The Board, with the assistance of its investment teams, also
reviews investment policies and risks in connection with its review of the Funds' performance, and considers information regarding
the oversight of liquidity risks from Funds Management's investment personnel. 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. Funds Management has appointed a Chief Risk Officer
to enhance the framework around the assessment, management, measurement and monitoring of risk indicators and other risk matters
concerning the Funds and develop periodic reporting of risk management matters to the Board. 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 and employees of Funds Management, has approved and periodically reviews
written valuation policies and procedures applicable to valuing Fund portfolio investments, and has established a valuation
committee of Trustees. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight
role.
1
As of May 31, 2017, there were 148 series in the Fund Complex.
Calendar Year Ended December 31, 2016
Over $250M
0.05%
Over $250M
0.05%
Aldo Ceccarelli, CFA
Erik J. Sens, CFA
Petros Bocray, CFA, FRM
Christian L. Chan, CFA
Aldo Ceccarelli, CFA
Erik J. Sens, CFA
Petros Bocray, CFA, FRM
Christian L. Chan, CFA
Wells Capital Management
Kandarp R. Acharya, CFA, FRM |
Registered Investment Companies |
|
|
Number of Accounts |
20 |
|
Total Assets Managed |
$3.29B |
|
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 |
$72.77M |
|
Number of Accounts Subject to Performance Fee |
0 |
|
Assets of Accounts Subject to Performance Fee |
$0 |
|
Other Accounts |
|
|
Number of Accounts |
29 |
|
Total Assets Managed |
$1.10B |
|
Number of Accounts Subject to Performance Fee |
0 |
|
Assets of Accounts Subject to Performance Fee |
$0 |
Material Conflicts of Interest . The Portfolio Managers face inherent conflicts of interest in their day-to-day management of the Funds and other accounts because the Funds may have different investment objectives, strategies and risk profiles than the other accounts managed by the Portfolio Managers. For instance, to the extent that the Portfolio Managers manage accounts with different investment strategies than the Funds, they may from time to time be inclined to purchase securities, including initial public offerings, for one account but not for a Fund. Additionally, some of the accounts managed by the Portfolio Managers may have different fee structures, including performance fees, which are or have the potential to be higher or lower, in some cases significantly higher or lower, than the fees paid by the Funds. The differences in fee structures may provide an incentive to the Portfolio Managers to allocate more favorable trades to the higher-paying accounts.
To minimize the effects of these inherent conflicts of interest, the Sub-Advisers have adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that they believe address the potential conflicts associated with managing portfolios for multiple clients and 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, the Sub-Advisers have adopted a Code of Ethics under Rule 17j-1 under 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.
Funds Management. In the case of Funds Management, the Portfolio Managers allocate interests in mutual funds between different funds, however, they may still be subject to the potential conflicts of interests described above.
Wells Capital Management. Wells Capital Management's Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital Management has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.
Compensation . The Portfolio Managers were compensated by their employing Sub-Adviser using the following compensation structure:
Funds Management. The Portfolio Managers are compensated using a fixed cash salary, an annual bonus based in part on pre-tax performance of the mutual funds managed, deferred compensation, restricted stock, as well as a pension and retirement plan. Funds Management measures fund performance against a Lipper peer group average composite benchmark over a three-year rolling period. Bonus allocations depend on fund performance, market share goals, individual job objective and overall profitability of the business.
Wells Capital Management . The compensation structure for Wells Capital Management's Portfolio Managers includes a competitive fixed base salary plus variable incentives, payable annually and over a longer term period. Wells Capital Management participates in third party investment management compensation surveys in order to provide Wells Capital Management with market-based compensation information to help support individual pay decisions. In addition to investment management compensations surveys, Wells Capital Management also considers prior professional experience, tenure, seniority and a Portfolio Manager's team size, scope and assets under management when determining their fixed base salary. Incentive bonuses are typically tied to relative, pre-tax investment performance of the Funds or other accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. In the case of each Fund, the benchmark(s) against which the performance of the Fund's portfolio may be compared for these purposes generally are indicated in the "Performance" sections of the Prospectuses. In addition, Portfolio Managers, who meet the eligibility requirements, may participate in Wells Fargo's 401(k) plan that features a limited matching contribution. Eligibility for and participation in this plan is on the same basis for all employees.
Beneficial Ownership in the Funds. The following table shows for each Portfolio Manager the dollar value of Fund equity securities beneficially owned by the Portfolio Manager, stated as one of the following ranges:
$0;
$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.
Portfolio Manager Fund Holdings |
|
|
Portfolio Manager |
Fund |
Dollar Range of Holdings in Fund |
Funds Management |
||
Thomas C. Biwer, CFA |
Growth Balanced Fund |
$0 |
|
Moderate Balanced Fund |
$0 |
Aldo Ceccarelli, CFA |
Growth Balanced Fund |
$0 |
|
Moderate Balanced Fund |
$0 |
Erik J. Sens, CFA |
Growth Balanced Fund |
$0 |
|
Moderate Balanced Fund |
$0 |
Wells Capital Management |
||
Kandarp R. Acharya, CFA, FRM |
Growth Balanced Fund |
$0 |
|
Moderate Balanced Fund |
$0 |
Petros Bocray, CFA, FRM |
Growth Balanced Fund |
$0 |
|
Moderate Balanced Fund |
$0 |
Christian L. Chan, CFA |
Growth Balanced Fund |
$0 |
|
Moderate Balanced Fund |
$0 |
Distributor and Shareholder Servicing Agent
Wells Fargo Funds Distributor, LLC (the "Distributor"), an affiliate of Funds Management located at 525 Market Street, San Francisco, California 94105, serves as the distributor to the Funds.
Each Fund has adopted a distribution plan (the "12b-1 Plan") pursuant to Rule 12b-1 under the 1940 Act (the "Rule") for their
Class C shares. The 12b-1 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 12b-1
Plan or in any agreement related to the 12b-1 Plan (the "Non-Interested Trustees").
Under the 12b-1 Plan and pursuant to the related Distribution Agreement, the Class C shares of the Funds pay the Distributor,
on a monthly basis, an annual fee of up to 0.75% of the average daily net assets attributable to the class. The Distributor
may retain any portion of the total distribution fee to compensate it for distribution-related services provided by it or
to reimburse it for other distribution-related expenses. The Distributor's distribution-related revenues from the 12b-1 Plan
may be more or less than distribution-related expenses incurred during the period.
The Distributor may enter into dealer 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, payments to such broker-dealers based on the average daily net assets of Fund shares attributable to their customers.
For the fiscal year ended May 31, 2017, the Funds paid the Distributor the following fees for distribution-related services.
General . The 12b-1 Plan and Distribution Agreement will continue in effect from year to year if such continuance is approved at least annually by vote of a majority of both the Trustees and the Non-Interested Trustees. The Distribution Agreement will terminate automatically if assigned, and may be terminated at any time, without payment of any penalty, on not less than 60 days' written notice, by the Trust's Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Distributor. The 12b-1 Plan may not be amended to increase materially the amounts payable thereunder by the relevant class of a Fund without approval by a vote of a majority of the outstanding voting securities of such class, and no material amendment to the 12b-1 Plan shall be made unless approved by vote of a majority of both the Trustees and Non-Interested Trustees. The 12b-1 Plan provides that, if and to the extent any shareholder servicing payments are deemed to be payments for the financing of any activity primarily intended to result in the sale of Fund shares, such payments are deemed to have been approved under the 12b-1 Plan.
Servicing Agent
Each Fund has adopted a Shareholder Servicing Plan (the "Servicing Plan") for its Class A, Class C and Administrator Class shares 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 provide or engage third parties to provide, pursuant to an Administrative and Shareholder Services Agreement, shareholder support services. For providing these services, the Distributor, Funds Management and third parties are entitled to an annual fee from the applicable class of the Fund of up to 0.25% of the average daily net assets of such class owned of record or beneficially by their customers.
General . The Servicing Plan will continue in effect from year to year if such continuance is approved by vote of a majority vote of both the Trustees and the Non-Interested Trustess. No material amendment to the Servicing Plan may be made except by such a vote.
Underwriting Commissions
The Distributor serves as the principal underwriter distributing securities of the Funds on a continuous basis.
For the fiscal periods listed below, the aggregate amounts of underwriting commissions paid to and retained by the Distributor are as follows:
Underwriting Commissions |
||||||
Fund/Fiscal Year End |
Aggregate Total Underwriting Commissions |
|
Underwriting Commissions Retained |
|
||
May 31, 2017 |
|
|
|
|
|
|
Growth Balanced Fund |
$ |
12,348 |
|
$ |
12,348 |
|
Moderate Balanced Fund |
$ |
8,380 |
|
$ |
8,380 |
|
May 31, 2016 |
|
|
|
|
|
|
Growth Balanced Fund |
$ |
25,804 |
|
$ |
25,804 |
|
Moderate Balanced Fund |
$ |
26,305 |
|
$ |
26,305 |
|
May 31, 2015 |
|
|
|
|
|
|
Growth Balanced Fund |
$ |
20,120 |
|
$ |
20,080 |
|
Moderate Balanced Fund |
$ |
9,311 |
|
$ |
9,222 |
|
Custodian and Fund Accountant
State Street Bank and Trust Company ("State Street"), located at State Street Financial Center, One Lincoln Street Boston, Massachusetts 02111, acts as Custodian and fund accountant for the Funds. As Custodian, State Street, among other things, maintains a custody account or accounts in the name of each Fund, handles the receipt and delivery of securities, selects and monitors foreign sub custodians as the Fund's global custody manager, determines income and collects interest on each Fund's investments and maintains certain books and records. As fund accountant, State Street is responsible for calculating each Fund's daily net asset value per share and for maintaining its portfolio and general accounting records. For its services, State Street is entitled to receive certain transaction fees, asset-based fees and out-of-pocket costs, except that for the Funds custody charges are assessed at the master portfolio level only.
Transfer and Distribution Disbursing Agent
Boston Financial Data Services, Inc. ("BFDS"), located at Two Thousand Crown Colony Drive, Quincy, Massachusetts 02169, acts as transfer and distribution disbursing agent for the Funds. For providing such services, BFDS is entitled to receive fees from the Administrator.
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.
The annual report, including the audited financial statements for the Trust and independent registered public accounting firm's report for the fiscal year ended May 31, 2017, are hereby incorporated herein by reference.
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, Funds Management, the Distributor and the Sub-Advisers are on public file with, and are available from, the SEC.
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 by the Board of Trustees 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 voting policy 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 voting policy specifies the proxy voting agent forwards the proxy to the Proxy Committee for a vote determination by the Proxy Committee. To the extent the voting policy does 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. 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.
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 policy. 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 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' website at wellsfargofunds.com or by accessing the SEC's website at sec.gov.
Policies and Procedures for Disclosure of Fund Portfolio Holdings
I. Scope of Policies and Procedures. The following policies and procedures (the "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 as the "Funds" or individually as the "Fund") now existing or hereafter created.
II. Disclosure Philosophy. The Funds have adopted these 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 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, funds that operate as fund of funds and the specified Alternative Funds as defined below) shall be made publicly available monthly on the Funds' website (wellsfargofunds.com), 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 and specified alternative 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.
D. Specified Alternative Funds.
The following holdings disclosure policy provisions apply to the Wells Fargo Alternative Strategies Fund and the Wells Fargo
Global Long/Short Fund (each, an "Alternative Fund" and together, the "Alternative Funds"):
1. Complete Holdings as of Fiscal Quarter Ends. As of each fiscal quarter end, the Alternative Funds' complete portfolio
holdings shall be made publicly available quarterly on the Funds' website, on a one-month delayed basis.
2. Holdings as of Other Month Ends. As of each month end other than a month end that coincides with a fiscal quarter end,
each Alternative Fund shall make publicly available monthly on the Fund's website, on a one-month delayed basis, the following:
(i) all portfolio holdings held long other than any put options on equity securities; (ii) portfolio holdings held short other
than short positions in equity securities of single issuers; and (iii) the aggregate dollar value of each of the following:
(a) equity securities of single issuers held short, and (b) any put options on equity securities held long.
3. Top Ten Holdings. Each Alternative Fund shall make publicly available on the Fund's website on a monthly, seven-day or
more delayed basis information about its top ten holdings information, provided that the following holdings shall be excluded:
(i) derivative positions; and (ii) short positions (other than any Publicly Disclosed Short Positions).
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 select 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. Wells Fargo Affiliates . Team members of Wells Fargo & Co. ("Wells Fargo") and its affiliates who perform risk management functions and provide other services to the Fund(s), as well as the third-party service providers utilized by them to perform such functions and provide such services, shall have full daily access to the portfolio holdings of the Fund(s).
B. 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.
C. 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 Funds for purposes of anticipating money market sweep activity which in turn helps to enhance liquidity management within the money market funds.
D.
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 the fund accountant's
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 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.
E. 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 or, for multi-manager Fund(s), the managed portion of the Fund's portfolio, in which such sub-adviser provides investment advisory services. Certain sub-adviser(s) utilize the services of ENSO Financial Management LLP ("ENSO") to receive treasury management data analytics. In connection therewith, ENSO may receive full daily portfolio holdings information directly from the Funds' accounting agent and/or prime broker solely with respect to those Fund(s), or, for multi-manager Fund(s), the managed portion of the Fund's portfolio, in which such sub-adviser provides investment sub-advisory services. Certain sub-adviser(s) utilize the services of Traiana, Inc. ("Traiana"), a third party provider of an electronic order matching system for certain derivative instruments. In connection therewith, Traiana may receive full daily portfolio holdings information directly from the Funds' accounting agent and/or prime broker solely with respect to those Fund(s), or, for multi-manager Fund(s), the managed portion of the Fund's portfolio, in which such sub-adviser provides investment sub-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.
F. Rating Agencies . Nationally Recognized Statistical Ratings Organizations ("NRSRO's") may receive full Fund holdings for rating purposes.
G. 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.
H. 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.
I. In-Kind Redemptions . In connection with satisfying in-kind redemption requests from Funds by retirement or other employee benefit plans, the plan and independent fiduciaries engaged by the plan and other plan fiduciaries, such as employee benefit review committees, may receive full Fund holdings as reasonably necessary to discharge their duties. Plan service providers may also receive full Fund holdings as reasonably necessary to operationally process such redemptions.
V. Additions to List of Approved Recipients . Any additions to the list of approved recipients requires approval by the President, Chief Legal Officer and Chief Compliance 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 investment manager/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. Other Investment Products . Funds Management and/or its affiliates manage other investment products, including investment companies, offshore funds, and separate accounts. Many of these other investment products have strategies that are the same or substantially similar to those of the Funds and thus may have the same or substantially similar portfolio holdings. The portfolio holdings of these other investment products are made available to clients, investors, and in some cases, third-party sponsors, at different times than portfolio holdings of the Funds are publicly disclosed. It is possible that any recipient of portfolio holdings for these other investment products could trade ahead or against a Fund based on the information received.
VIII. Board Approval . The Board shall review and reapprove these Procedures, including the list of approved recipients, as often as they deem appropriate, but not less often than annually, and making any changes that they deem appropriate.
IX. Education Component . In order to promote strict compliance with these 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 Procedures.
BROKERAGE
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 Manager, the Sub-Advisers are responsible for the Funds' portfolio decisions and the placing of portfolio transactions. In placing orders, it is the policy of the Sub-Advisers to obtain the best overall results taking into account various factors, including, but not limited to, the size and type of transaction involved; the broker-dealer's risk in positioning the securities involved; the nature and character of the market for the security; the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker-dealer; the reputation, reliability, experience and financial condition of the firm, the value and quality of the services rendered by the firm in this and other transactions; and the reasonableness of the spread or commission. While the Sub-Advisers generally seek reasonably competitive spreads or commissions, the Funds will not necessarily be paying the lowest spread or commission available.
Purchases and sales of 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 Funds and Funds Management have adopted a policy pursuant to Rule 12b- 1(h) under the 1940 Act that prohibits the Funds from directing portfolio brokerage to brokers who sell Fund shares as compensation for such selling efforts. In 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.
Purchases and sales of non-equity securities usually will be principal transactions. Portfolio securities normally will be purchased or sold from or to broker-dealers serving as market makers for the securities at a net price. Each Funds also will purchase portfolio securities in underwritten offerings and may purchase securities directly from the issuer. Generally, municipal obligations and taxable money market securities are traded on a net basis and do not involve brokerage commissions. The cost of executing a Fund's portfolio securities transactions will consist primarily of broker-dealer spreads and underwriting commissions. Under the 1940 Act, persons affiliated with the Trust are prohibited from dealing with the Trust as a principal in the purchase and sale of securities unless an exemptive order allowing such transactions is obtained from the SEC or an exemption is otherwise available. The Fund may purchase securities from underwriting syndicates of which the Distributor or Funds Management is a member under certain conditions in accordance with the provisions of a rule adopted under the 1940 Act and in compliance with procedures adopted by the Trustees.
In placing orders for portfolio securities of the Fund, the Fund's Sub-Adviser is required to give primary consideration to obtaining the most favorable price and efficient execution. This means that the Sub-Adviser will seek to execute each transaction at a price and commission, if any, that provide the most favorable total cost or proceeds reasonably attainable in the circumstances. Commission rates are established pursuant to negotiations with the broker-dealer based, in part, on the quality and quantity of execution services provided by the broker-dealer and in the light of generally prevailing rates. Furthermore, the Manager oversees the trade execution procedures of the Sub-Adviser to ensure that such procedures are in place, that they are adhered to, and that adjustments are made to the procedures to address ongoing changes in the marketplace.
The Sub-Adviser may, in circumstances in which two or more broker-dealers are in a position to offer comparable results for a portfolio transaction, give preference to a broker-dealer that has provided statistical or other research services to the Sub-Adviser. In selecting a broker-dealer under these circumstances, the Sub-Adviser will consider, in addition to the factors listed above, the quality of the research provided by the broker-dealer.
The Sub-Adviser may pay higher commissions than those obtainable from other broker-dealers in exchange for such research services. The research services generally include: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the advisability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto. By allocating transactions in this manner, a Sub-Adviser is able to supplement its research and analysis with the views and information of securities firms. Information so received will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser under the advisory contracts, and the expenses of the Sub-Adviser will not necessarily be reduced as a result of the receipt of this supplemental research information. Furthermore, research services furnished by broker-dealers through which a sub-adviser places securities transactions for a Fund may be used by the Sub-Adviser in servicing its other accounts, and not all of these services may be used by the Sub-Adviser in connection with advising the Funds.
Portfolio Turnover . The portfolio turnover rate is not a limiting factor when a Sub-Adviser deems portfolio changes appropriate. Changes may be made in the portfolios consistent with the investment objectives and policies of the Fund's whenever such changes are believed to be in the best interests of the Funds and their shareholders. The portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities by the average monthly value of a Fund's portfolio securities. For purposes of this calculation, portfolio securities exclude all securities having a maturity when purchased of one year or less. Portfolio turnover generally involves some expenses to the Funds, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and the reinvestment in other securities. Portfolio turnover may also result in adverse tax consequences to a Fund's shareholders.
The table below shows the Funds' portfolio turnover rates represented by the activity from a Fund's investment(s) in one or more portfolio(s) of the Master Trust for the two most recent fiscal periods or years.
Portfolio Turnover Rate |
|
|
|
|
Fund |
May 31, 2017 |
|
May 31, 2016 |
|
Growth Balanced Fund |
114% |
|
79% |
|
Moderate Balanced Fund |
114% |
|
87% |
|
Brokerage Commissions . Below are the brokerage commissions paid for the last three fiscal years by each Fund to: (1) all brokers and; (2) Wells Fargo Clearing Services, LLC, an affiliate of Wells Fargo & Company.
Fiscal Year or Period Ended/Fund |
Total Paid to all Brokers |
|
Total Paid to Wells Fargo Advisors, LLC |
|
May 31, 2017 |
|
|
|
|
Growth Balanced Fund |
$3,548 |
|
$0 |
|
Moderate Balanced Fund |
$2,768 |
|
$0 |
|
May 31, 2016 |
|
|
|
|
Growth Balanced Fund |
$11,136 |
|
$0 |
|
Moderate Balanced Fund |
$8,003 |
|
$0 |
|
May 31, 2015 |
|
|
|
|
Growth Balanced Fund |
$0 |
|
$0 |
|
Moderate Balanced Fund |
$0 |
|
$0 |
|
Commissions Paid to Brokers that Provide Research Services. For the fiscal year ended May 31, 2017, the Fund did not pay commissions to brokers that provided research services.
Securities of Regular Broker-Dealers . The Funds are required to identify any securities of their "regular brokers or dealers" (as defined under the 1940 Act) or of their parents that the Funds may hold at the close of their most recent fiscal year. As of May 31, 2017, none of the Funds held securities of their regular broker-dealers or of their parents.
DETERMINATION OF NET ASSET VALUE
A Fund's NAV is the value of a single share. The NAV is calculated as of the close of regular trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day that the NYSE is open, although a Fund may deviate from this calculation time under unusual or unexpected circumstances. The NAV is calculated separately for each class of shares of a multiple-class Fund. The most recent NAV for each class of a Fund is available at wellsfargofunds.com. To calculate the NAV of a Fund's shares, 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 request is processed is based on the next NAV calculated after the request is received in good order. Generally, NAV is not calculated, and purchase and redemption requests are not processed, on days that the NYSE is closed for trading; however under unusual or unexpected circumstances a Fund may elect to remain open even on days that the NYSE is closed or closes early. To the extent that a Fund's assets are traded in various markets on days when the Fund is closed, the value of the Fund's assets may be affected on days when you are unable to buy or sell Fund shares. Conversely, trading in some of a Fund's assets may not occur on days when the Fund is open.
With respect to any portion of a Fund's assets that may be invested in other mutual funds, the value of the Fund's shares is based on the NAV of the shares of the other mutual funds in which the Fund invests. The valuation methods used by mutual funds in pricing their shares, including the circumstances under which they will use fair value pricing and the effects of using fair value pricing, are included in the Prospectuses of such funds. To the extent a Fund invests a portion of its assets in non-registered investment vehicles, the Fund's interests in the non-registered vehicles are fair valued at NAV.
With respect to a Fund's assets invested directly in securities, the Fund's investments are generally valued at current market prices. Equity securities, options and futures are generally valued at the official closing price or, if none, the last reported sales price on the primary exchange or market on which they are listed (closing price). Equity securities that are not traded primarily on an exchange are generally valued at the quoted bid price obtained from a broker-dealer.
Debt securities are valued at the evaluated bid price provided by an independent pricing service or, if a reliable price is not available, the quoted bid price from an independent broker-dealer.
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 quoted bid price of a security, including a security that trades primarily on a foreign exchange, does not accurately reflect its current market value at the time as of which a Fund calculates its NAV. The closing price or the quoted bid price of a security may not reflect its current market value if, among other things, a significant event occurs after the closing price or quoted bid price but before the time as of which a Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systemic 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 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 or evaluated prices from a pricing service or broker-dealer are not readily available.
The fair value of a Fund's securities and other assets is determined in good faith pursuant to policies and procedures adopted by the Fund's Board of Trustees. In light of the judgment involved in making 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 at the time as of which fair value pricing is determined. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or quoted bid price.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Payment for shares may, in the discretion of the Manager, be made in the form of securities that are permissible investments for a Fund. For further information about this form of payment, please contact the Distributor. In connection with an in-kind securities payment, the Funds will require, among other things, that the securities be valued on the day of purchase in accordance with the pricing methods used by a Fund and that such Fund receives satisfactory assurances that (i) it will have good and marketable title to the securities received by it; (ii) that the securities are in proper form for transfer to the Fund; and (iii) adequate information will be provided concerning the basis and other matters relating to the securities.
Each Fund reserves the right to reject any purchase orders, and under the 1940 Act, may suspend the right of redemption or
postpone the date of payment upon redemption for any period during which the NYSE is closed (other than customary weekend
and holiday closings), or during which trading is restricted, or during which, as determined by SEC rule, regulation or order,
an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or for
such periods as the SEC may permit. The Fund may also redeem shares involuntarily or make payment for redemption in securities
or other property if it appears appropriate to do so in light of the Fund's responsibilities under the 1940 Act. In addition,
the Fund may redeem shares involuntarily to reimburse the Fund for any losses sustained by reason of the failure of a shareholder
to make full payment for shares purchased or to collect any charge relating to a transaction effected for the benefit of a
shareholder which is applicable to shares of the Fund as provided from time to time in the Prospectuses.
Amount of Purchase |
Front-End Sales Charge as %
|
|
|
Front-End Sales Charge as %
|
|
|
|
Commission
|
|
|
Less than $50,000 |
5.75% |
|
|
6.10% |
|
|
|
5.00% |
|
|
$50,000 but less than $100,000 |
4.75% |
|
|
4.99% |
|
|
|
4.00% |
|
|
$100,000 but less than $250,000 |
3.75% |
|
|
3.90% |
|
|
|
3.00% |
|
|
$250,000 but less than $500,000 |
2.75% |
|
|
2.83% |
|
|
|
2.25% |
|
|
$500,000 but less than $1,000,000 |
2.00% |
|
|
2.04% |
|
|
|
1.75% |
|
|
$1,000,000 and over |
0.00% 1 |
|
0.00% |
|
|
|
1.00% 2 |
|
|
1 | If you redeem Class A shares purchased at or above the $1,000,000 breakpoint level within eighteen months from the date of purchase, you will pay a CDSC of 1.00% of the NAV of the shares on the date of original purchase. Certain exceptions apply (see "CDSC Waivers"). |
2 | The commission paid to an Intermediary on purchases above the $1,000,000 breakpoint level includes an advance of the first year's shareholder servicing fee. |
Computation of Class A Offering Price. Class A shares are sold at their NAV plus a sales charge. Below is an example of the method of computing the offering price of Class A shares of each Fund. The example assumes a purchase of Class A shares of each Fund aggregating less than $50,000 based upon the NAV of each Fund's Class A shares as of its most recent fiscal year end.
Computation of Class A Offering Price |
||||||
Fund |
Net Asset Value Per Share |
|
Sales Charge Per Share 1 |
Offering Price Per Share |
|
|
Growth Balanced (A) |
$43.91 |
|
5.75% |
|
$46.59 |
|
Moderate Balanced (A) |
$23.47 |
|
5.75% |
|
$24.90 |
|
1 | The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations. |
Online Purchases and Redemptions for Existing Wells Fargo Funds Account Holders . All shareholders with an existing Wells Fargo Funds account may purchase additional shares of funds or classes of funds within the Wells Fargo Fund family of funds that they already own and redeem existing shares online. For purchases, such account holders must have a bank account linked to their Wells Fargo Funds account. Redemptions may be deposited into a linked bank account or mailed via check to the shareholder's address of record. Online account access is available for institutional clients. Shareholders should contact Investor Services at 1-800-222-8222 or log on at wellsfargofunds.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.
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 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 Fund 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 Fund shareholders in the reorganization, may purchase Class A shares of any Wells Fargo 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. Shareholders who did not purchase such shares directly from the Montgomery Funds may purchase additional shares in the respective acquiring Wells Fargo 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 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 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 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 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 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 Fund at NAV. However, beginning on July 1, 2013, this privilege will only be available to 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 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.
Reduced Sales Charges for Certain Former Investor Class Shareholders. Former Investor Class shareholders who received Class A shares of a Fund as a result of a conversion at the close of business on October 23, 2015, can continue to purchase Class A shares of that Fund and any other Wells Fargo 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.
Waiver of Minimum Initial and Subsequent Investment Amounts for All Shares 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 Financial Professionals and Intermediaries.
Set forth below is a list of the member firms of FINRA to which the Manager, 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, 2016 ("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 Financial Professionals and Intermediaries").
Any additions, modifications, or deletions to the member firms identified in this list that have occurred since December 31,
2016, 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
Fifth Third Securities, Inc.
Goldman, Sachs & Co.
GWFS Equities, Inc.
Hartford Securities Distribution Company, Inc.
H.D. Vest Investment Securities, Inc.
Hewitt Financial Services, LLC
Hightower Securities, LLC
Investacorp, Inc.
Janney Montgomery Scott LLC
J.J.B. Hilliard, W. L. Lyons, LLC
J.P. Morgan Clearing Corp
Lincoln Investment Planning, Inc.
LPL Financial LLC
Merrill Lynch, Pierce, Fenner & Smith, Incorporated
Merriman Capital, Inc.
Mid Atlantic Capital Corporation
Morgan Stanley & Co. LLC
MSCS Financial Services, LLC
Nationwide Investment Services, Corporation
Oak Tree Securities, Inc.
Oppenheimer & Co. Inc.
Pershing LLC
PNC Capital Markets LLC
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
RBC Capital Markets, LLC
Robert W. Baird & Co. Incorporated
Ross, Sinclaire & Associates, LLC
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.
Voya Retirement Advisors, LLC
Wells Fargo Advisors, LLC
Wells Fargo Securities, 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 Manager, the Distributor or their affiliates through intra-company compensation arrangements and for financial, distribution, administrative and operational services.
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 shareholder holding a Fund's shares through tax-advantaged accounts (such as an individual retirement
account (an "IRA"), a 401(k) plan account or other qualified retirement account); 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; a shareholder subject to the alternative minimum tax; 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 (together
with (i) the "qualifying income requirement"). 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
(together with (i), the "diversification requirement"). In addition, for purposes of meeting this diversification requirement,
the term "outstanding voting securities of such issuer" includes the equity securities of a qualified publicly traded partnership.
The qualifying income and diversification requirements applicable to a Fund may limit the extent to which it can engage in
transactions in options, futures contracts, forward contracts and swap agreements.
If a Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, such Fund may be eligible
for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with
respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures
of the diversification requirements where the Fund corrects the failure within a specified period. If the applicable relief
provisions are not available or cannot be met, such Fund will be taxed in the same manner as an ordinary corporation, described
below.
In addition, with respect to each taxable year, each Fund generally must distribute to its shareholders at least 90% of its
investment company taxable income, which generally includes its ordinary income and the excess of any net short-term capital
gain over net long-term capital loss, and at least 90% of its net tax-exempt interest income earned for the taxable year.
If a Fund meets all of the RIC qualification requirements, it generally will not be subject to U.S. federal income tax on
any of the investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net
short-term capital loss) it distributes to its shareholders. For this purpose, a Fund generally must make the distributions
in the same year that it realizes the income and gain, although in certain circumstances, a Fund may make the distributions
in the following taxable year. Shareholders generally are taxed on any distributions from a Fund in the year they are actually
distributed. However, if a Fund declares a distribution to shareholders of record in October, November or December of one
year and pays the distribution by January 31 of the following year, the Fund and its shareholders will be treated as if the
Fund paid the distribution by December 31 of the first taxable year. Each Fund intends to distribute its net income and gain
in a timely manner to maintain its status as a RIC and eliminate fund-level U.S. federal income taxation of such income and
gain. However, no assurance can be given that a Fund will not be subject to U.S. federal income taxation.
Moreover, the Funds may retain for investment all or a portion of their net capital gain. If a Fund retains any net capital
gain, it will be subject to a tax at regular corporate rates on the amount retained, but may report the retained amount as
undistributed capital gain in a written statement furnished to its shareholders, who (i) will be required to include in income
for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will
be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S.
federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal
income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the
difference between the amount of undistributed capital gain included in the shareholder's gross income and the tax deemed
paid by the shareholder under clause (ii) of the preceding sentence. A Fund is not required to, and there can be no assurance
that it will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
If, for any taxable year, a Fund fails to qualify as a RIC, and is not eligible for relief as described above, it will be
taxed in the same manner as an ordinary corporation without any deduction for its distributions to shareholders, and all distributions
from the Fund's current and accumulated earnings and profits (including any distributions of its net tax-exempt income and
net long-term capital gain) to its shareholders will be taxable as dividend income. To re-qualify to be taxed as a RIC in
a subsequent year, the Fund may be required to distribute to its shareholders its earnings and profits attributable to non-RIC
years reduced by an interest charge on 50% of such earnings and profits payable by the Fund to the IRS. In addition, if a
Fund initially qualifies as a RIC but subsequently fails to qualify as a RIC for a period greater than two taxable years,
the Fund generally would be required to recognize and pay tax on any net unrealized gain (the excess of aggregate gain, including
items of income, over aggregate loss that would have been realized if the Fund had been liquidated) or, alternatively, be
subject to tax on such unrealized gain recognized for a period of five years, in order to re-qualify as a RIC in a subsequent
year.
Equalization Accounting.
Each Fund may use the so-called "equalization method" of accounting to allocate a portion of its "earnings and profits,"
which generally equals a Fund's undistributed investment company taxable income and net capital gain, with certain adjustments,
to redemption proceeds. This method permits a Fund to achieve more balanced distributions for both continuing and redeeming
shareholders. Although using this method generally will not affect a Fund's total returns, it may reduce the amount that the
Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions
to shareholders. However, the IRS may not have expressly sanctioned the particular equalization method used by a Fund, and,
thus, a Fund's use of this method may be subject to IRS scrutiny.
Capital Loss Carry-Forwards.
For net capital losses realized in taxable years beginning before January 1, 2011, a Fund is permitted to carry forward a
net capital loss to offset its capital gain, if any, realized during the eight years following the year of the loss, and such
capital loss carry-forward is treated as a short-term capital loss in the year to which it is carried. For net capital losses
realized in taxable years beginning on or after January 1, 2011, a Fund is permitted to carry forward a net capital loss to
offset its capital gain indefinitely. For capital losses realized in taxable years beginning after January 1, 2011, the excess
of a Fund's net short-term capital loss over its net long-term capital gain is treated as a short-term capital loss arising
on the first day of the Fund's next taxable year and the excess of a Fund's net long-term capital loss over its net short-term
capital gain is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. If future capital
gain is offset by carried-forward capital losses, such future capital gain is not subject to fund-level U.S. federal income
tax, regardless of whether it is distributed to shareholders. Accordingly, the Funds do not expect to distribute any such
offsetting capital gain. The Funds cannot carry back or carry forward any net operating losses.
As of a Fund's most recent fiscal year end, the Fund had capital loss carry-forwards approximating the amount indicated for
U.S. federal income tax purposes, expiring in the year indicated (if applicable):
Fund |
Year Expires |
|
Capital Loss Carryforwards |
|
Growth Balanced Fund |
2018 |
|
$82,578,227 |
|
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")
by 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)) and a Fund elects to include market discount in income as it accrues, 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 cash 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 distressed debt obligations or obligations of issuers that later become distressed, 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. Provided such positions
are held as capital assets and are not part of a "hedging transaction" nor part of a "straddle," 60% 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 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 the IRS did not accept such treatment, 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. Although in some countries a portion of these taxes is recoverable by the Fund, the unrecovered portion of
foreign withholding taxes will reduce the income received from such securities. 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 ($600 if married filing jointly) 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. 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) currently are taxed at a maximum rate of 39.6% on
ordinary income and 20% on long-term capital gain for taxable years.
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 currently 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.
Noncorporate Fund shareholders with income exceeding $200,000 ($250,000 if married and filing jointly) 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.
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.
Distributions made to foreign shareholders attributable to net investment income generally are subject to U.S. federal income
tax withholding at a 30% rate (or such lower rate provided under an applicable income tax treaty). Notwithstanding the foregoing,
if a distribution described above is effectively connected with the conduct of a trade or business carried on by a foreign
shareholder within the United States (or, if an income tax treaty applies, is attributable to a permanent establishment in
the United States), federal income tax withholding and exemptions attributable to foreign persons will not apply. Instead,
the distribution will be subject to withholding at the highest applicable U.S. tax rate (currently 39.6% in the case of individuals
and 35% in the case of corporations) and the foreign shareholder will be subject to federal income tax reporting requirements
generally applicable to U.S. persons described above.
Under U.S. federal tax law, a foreign shareholder is not, in general, subject to federal income tax or withholding tax on
capital gains (and is not allowed a deduction for losses) realized on the sale of shares of the Funds and on long-term capital
gains dividends, provided that the Funds obtain a properly completed and signed certificate of foreign status, unless (i)
such gains or distributions are effectively connected with the conduct of a trade or business carried on by the foreign shareholder
within the United States (or, if an income tax treaty applies, are attributable to a permanent establishment in the United
States of the foreign shareholder); (ii) in the case of an individual foreign shareholder, the shareholder is present in the
United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions
are met; or (iii) the shares of the Funds constitute U.S. real property interests ("USRPIs"), as described below.
Under current law, if a Fund is considered to be a "United States Real Property Holding Corporation" (as defined in the Code
and Treasury Regulations), then distributions attributable to certain underlying real estate investment trust ("REIT") investments
and redemption proceeds paid to a foreign shareholder that owns at least 5% of a Fund, generally will cause the foreign shareholder
to treat such gain or distribution as income effectively connected with a trade or business in the United States, subject
to such gain or distribution withholding tax and cause the foreign shareholder to be required to file a federal income tax
return. In addition, in any year when at least 50% of a Fund's assets are USRPIs (as defined in the Code and Treasury Regulations),
distributions of the Fund that are attributable to gains from the sale or exchange of shares in USRPIs may be subject to U.S.
withholding tax (regardless of such shareholder's percentage interest in the Fund) and may require the foreign shareholder
to file a U.S. federal income tax return in order to receive a refund (if any) of the withheld amount.
Subject to the additional rules described herein, federal income tax withholding will apply to distributions attributable
to dividends and other investment income distributed by the Funds. The federal income tax withholding rate may be reduced
(and, in some cases, eliminated) under an applicable tax treaty between the United States and the foreign shareholder's country
of residence or incorporation. In order to qualify for treaty benefits, a foreign shareholder must comply with applicable
certification requirements relating to its foreign status (generally by providing a Fund with a properly completed Form W-8BEN).
Pursuant to the Foreign Account Tax Compliance Act ("FATCA"), a 30% withholding tax generally is imposed on payments of interest
and dividends to (i) foreign financial institutions including non-U.S. investment funds and (ii) certain other foreign entities,
unless the foreign financial institution or foreign entity provides the withholding agent with documentation sufficient to
show that it is compliant with FATCA (generally by providing the Fund with a properly completed Form W-8BEN or Form W-8BEN-E,
as applicable). If the payment is subject to the 30% withholding tax under FATCA, a foreign shareholder will not be subject
to the 30% withholding tax described above on the same income. Starting in 2019, payments of the gross proceeds (including
distributions designated as capital gain dividends to the extent the payment is attributable to property that produces U.S.
source interest or dividends) may also be subject to FATCA withholding absent proof of FATCA compliance prior to January 1,
2019.
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.
Foreign Bank and Financial Accounts and Foreign Financial Assets Reporting Requirements.
A shareholder that owns directly or indirectly more than 50% by vote or value of the Fund, is urged and advised to consult
its own tax adviser regarding its filing obligations with respect to IRS Form FinCEN114, Report of Foreign Bank and Financial
Accounts.
Also, under recently enacted rules, subject to exceptions, individuals (and, to the extent provided in forthcoming future
U.S. Treasury regulations, certain domestic entities) must report annually their interests in "specified foreign financial
assets" on their U.S. federal income tax returns. It is currently unclear whether and under what circumstances stockholders
would be required to report their indirect interests in the Fund's "specified foreign financial assets" (if any) under these
new rules.
Shareholders may be subject to substantial penalties for failure to comply with these reporting requirements.
Shareholders are urged and advised to consult their own tax advisers to determine whether these reporting requirements are
applicable to them.
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. 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
Each Fund or its delegate is required to report cost basis information for shareholders who are individuals and S Corporations to and the Internal Revenue Service for redemptions of Fund shares acquired on or after January 1, 2012. This information will also be reported to a shareholder on Form 1099-B and the IRS each year. If a shareholder is a corporation and has not instructed a Fund that it is a C corporation by written instruction, the Fund will treat the shareholder as an S corporation and file a Form 1099-B.
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 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.
Money Market Fund Shares.
The cost basis reporting rules described above do not apply to shares in money market funds. Beginning in 2016, pursuant
to SEC rules, certain money market funds will begin to use a floating net asset value rather than a stable net asset value.
However, the IRS has issued proposed regulations, upon which taxpayers may rely, that permit taxpayers to utilize a simplified
method of accounting for gains and losses from redemptions of shares in money market funds that have a floating net asset
value (the "NAV method"). If taxpayers properly elect the NAV method, taxpayers will not compute gain or loss for each redemption.
Instead, taxpayers utilizing the NAV method, will aggregate the gains and losses for a period and report the aggregate gain
or loss on an annual basis. If taxpayers do not elect the NAV method, the wash sales rules shall not apply to losses generated
by the redemption of money market shares. Any capital gains or losses reported utilizing the NAV method will be short-term
capital gains or losses.
CONTROL PERSONS AND PRINCIPAL FUND HOLDERS
The Funds are two series of the Trust in the Wells Fargo 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.
Gateway blended Funds are interestholders of the Master Trust master portfolios in which they invest and may be asked to approve certain matters by vote or by written consent pursuant to the Master Trust's Declaration of Trust. Gateway blended Funds, Funds that invest substantially all of their assets in two or more master portfolios of Master Trust, are not required to pass through their voting rights to their shareholders..
Shareholders are not entitled to any preemptive rights. All shares are issued in uncertificated form only, and, when issued will be fully paid and non-assessable by the Trust. The Trust may dispense with an annual meeting of shareholders in any year in which it is not required to elect Trustees under the 1940 Act.
Each share of a class of a Fund represents an equal proportional interest in the Fund with each other share of the same class and is entitled to such dividends and distributions out of the income earned on the assets belonging to the Fund as are declared in the discretion of the Trustees. In the event of the liquidation or dissolution of the Trust, shareholders of a Fund are entitled to receive the assets attributable to that Fund that are available for distribution, and a distribution of any general assets not attributable to a particular Fund that are available for distribution in such manner and on such basis as the Trustees in their sole discretion may determine.
Set forth below as of September 1, 2017, the following owned of record and/or beneficially 5% or more of the outstanding shares of a class or 25% or more of the outstanding shares of a Fund, as applicable. Additionally, as of September 1, 2017, the Trustees and Officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of the Trust.
Principal Fund Holders |
||
Growth Balanced
|
|
|
Charles Schwab & Co Inc
|
31.95% |
|
Growth Balanced Fund
|
|
|
Wells Fargo Clearing Services LLC
|
67.78% |
|
American Enterprise Investment Services
|
12.29% |
|
Growth Balanced Fund
|
|
|
Wells Fargo Clearing Services LLC
|
62.88% |
|
American Enterprise Investment Services FBO
|
10.38% |
|
Pershing LLC
|
7.24% |
|
MLPF&S
|
6.29% |
|
Growth Balanced Fund
|
|
|
Charles Schwab & Co Inc
|
46.76% |
|
Wells Fargo Bank NA
|
11.93% |
|
Moderate Balanced
|
|
|
Charles Schwab & Co Inc
|
27.27% |
|
Moderate Balanced Fund
|
|
|
Wells Fargo Clearing Services LLC
|
33.15% |
|
American Enterprise Investment Services FBO
|
23.27% |
|
Raymond James
|
13.01% |
|
MLPF&S
|
5.68% |
|
Pershing LLC
|
5.13% |
|
Moderate Balanced Fund
|
|
|
Wells Fargo Clearing Services LLC
|
52.94% |
|
American Enterprise Investment Services FBO
|
19.63% |
|
MLPF&S
|
6.08% |
|
Morgan Stanley Smith Barney
|
6.08% |
|
Moderate Balanced Fund
|
|
|
Charles Schwab & Co Inc
|
38.86% |
|
Wells Fargo Bank NA FBO
|
28.64% |
|
Wells Fargo Bank NA
|
8.06% |
|
Lifetime Products Inc.
|
6.68% |
|
For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to "control" such company. Accordingly, to the extent that a person identified in the foregoing table is identified as the beneficial owner of more than 25% of a Fund, or is identified as the record owner of more than 25% of a Fund and has voting and/or investment powers, it may be presumed to control such Fund. A controlling person's vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.
WELLS FARGO FUNDS TRUST
FILE NOS. 333-74295; 811-09253
Item 28. Exhibits
Unless otherwise indicated, each of the Exhibits listed below is filed herewith.
Item 29. Persons Controlled by or Under Common Control with Registrant.
Registrant believes that no person is controlled by or under common control with Registrant.
Item 30. Indemnification.
Article IX of the Registrant's Declaration of Trust limits the liability and, in certain instances, provides for mandatory indemnification of the Registrant's Trustees, officers, employees, agents and holders of beneficial interests in the Trust. In addition, the Trustees are empowered under Article III, Section 1(t) of the Registrant's Declaration of Trust to obtain such insurance policies as they deem necessary.
Item 31. Business and Other Connections of the Investment Adviser.
(a) To the knowledge of Registrant, none of the directors or officers of Wells Fargo Funds Management, LLC 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) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) 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.
(l) 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.
(m) 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.
(n) 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.
(o) 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.
(p) 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.
(q) 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.
(r) 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.
(s) Ellington Global Asset Management LLC, ("Ellington") serves as sub-adviser for various funds of the Trust. The descriptions of Ellington 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 Ellington 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) Analytic Investors, LLC ("Analytic") serves as sub-adviser for various funds of the Trust. The descriptions of Analytic 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 Analytic 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.
(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 manager and class-level 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) Wells Fargo Funds Distributor, LLC maintains all Records relating to its services as distributor at 525 Market Street, 12th Floor, San Francisco, CA 94105.
(e) 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.
(f) 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.
(g) Schroder Investment Management North America Inc. maintains all Records relating to its services as investment sub-adviser at 7 Bryant Park, New York, New York 10018-3706.
(h) 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.
(i) LSV Asset Management maintains all Records relating to its services as investment sub-adviser at One North Wacker Drive, Suite 4000, Chicago, Illinois 60606.
(j) Cooke & Bieler, L.P. maintains all Records relating to its services as investment sub-adviser at 1700 Market Street, Philadelphia, PA 19103.
(k) 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.
(l) Phocas Financial Corporation maintains all Records relating to its services as investment sub-adviser at 980 Atlantic Avenue, Suite 106, Alameda, California 94501.
(m) 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.
(n) 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.
(o) Crow Point Partners, LLC maintains all Records relating to its services as investment sub-adviser at 25 Recreation Park Drive, Suite 110, Hingham, Massachusetts 02043.
(p) Rock Creek maintains all Records relating to its services as investment sub-adviser at 1133 Connecticut Ave., N.W., Suite 810, Washington, DC 20036.
(q) Chilton Investment Company maintains all Records relating to its services as investment sub-adviser at 1290 East Main Street, Stamford, CT, 06902.
(r) Mellon Capital maintains all Records relating to its services as investment sub-adviser at 50 Fremont Street, Suite 3900, San Francisco, CA 94105.
(s) Passport Capital maintains all Records relating to its services as investment sub-adviser at One Market Street, San Francisco, CA 94105.
(t) Sirios maintains all Records relating to its services as investment sub-adviser at One International Place, Boston, MA 02110.
(u) Wellington Management maintains all Records relating to its services as investment sub-adviser at 280 Congress Street, Boston, MA 02210.
(v) State Street Bank and Trust Company maintains all Records relating to its services as custodian and fund accountant at 1 Iron Street, Boston, Massachusetts 02210.
(w) 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.
(x) 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.
(y) Ellington Global Asset Management LLC maintains all Records relating to its services as investment sub-adviser at 53 Forest Avenue, Old Greenwich, CT 06870.
(z) Analytic Investors, LLC maintains all Records relating to its services as investment investment sub-adviser at 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013.
Item 34. Management Services.
Other than as set forth under the captions "Management of the Funds" in the Prospectuses constituting Part A of this Registration Statement and "Management" in the Statement of Additional Information constituting Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies
that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement on Form N-1A, pursuant
to Rule 485(b) under the Securities Act of 1933, and has duly caused this Amendment to its Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized in the City of San Francisco, State of California on the 25th day
of September, 2017.
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. 545 to its Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the date indicated:
/s/ Peter G. Gordon
|
/s/ Isaiah Harris, Jr.
|
/s/ Judith M. Johnson
|
/s/ David F. Larcker
|
/s/ Olivia S. Mitchell
|
/s/ Timothy J. Penny
|
/s/ Jane A. Freeman
|
/s/ Michael S. Scofield
|
/s/ William R. Ebsworth
|
/s/ Andrew Owen
|
/s/ Jeremy M. DePalma
|
|
*By: /s/ C. David Messman
C. David Messman
As Attorney-in-Fact
September 25, 2017
Exhibit No. |
Exhibits |
(d)(1) |
Schedule A to the Investment Management Agreement with Wells Fargo Funds Management, LLC |
(d)(4) |
Schedule A to the Investment Management Agreement with Wells Fargo Funds Management, LLC |
(d)(5) |
Schedule A to the Amended and Restated Fee and Expense Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, LLC |
(d)(8) |
Schedule A to 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 |
(e) |
Schedule I to the Distribution Agreement with Wells Fargo Funds Distributor, LLC |
(g)(1) |
Fourteenth Amendment and Appendix A to the 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 |
(g)(2) |
Appendix A to the Master Custodian Agreement with State Street Bank and Trust Company |
(h)(1) |
Appendix A and Schedule A to the Class-Level Administration Agreement with Wells Fargo Funds Management, LLC |
(h)(2) |
Schedule A to the Transfer Agency and Service Agreement with Boston Financial Data Services, Inc. |
(h)(3) |
Appendix A to the Shareholder Servicing Plan |
(h)(5) |
Schedule I to the Shareholder Servicing Agreement with Wells Fargo Funds Distributor, LLC and Wells Fargo Funds Management, LLC |
(i) |
Legal Opinion |
(j)(A) |
Consent of Independent Registered Accounting Firm |
(m) |
Appendix A to the Distribution Plan |
(n) |
Appendix A and Appendix B to the Rule 18f-3 Multi-Class Plan |
[WELLS FARGO FUNDS LETTERHEAD]
September 25, 2017
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"), the manager and administrator to the Wells Fargo Funds. I have acted as Counsel to the Company in connection with the issuance and sale of shares by the Wells Fargo 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 (the "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 Towle
Maureen Towle
Senior Counsel
Wells Fargo Funds Management, LLC
Appendix A
WELLS FARGO FUNDS TRUST
CLASS-LEVEL ADMINISTRATION AGREEMENT
Overview of Fee Structure
The Class-Level Administration Fees listed below are calculated on the total net assets of each Class.
Fees for Funds Trust Multi-Class Funds
Multi-Class Non-Money Market/Non-Fixed Income Funds and Classes (Other than Asset Allocation Fund) |
Class Level Admin. Fee |
Class A, Class C, Class R and Class T |
0.21% |
Administrator Class |
0.13% |
Institutional Class |
0.13% |
Class R4 |
0.08% |
Class R6 |
0.03% |
Absolute Return Fund |
Class Level Admin. Fee |
Class A, Class C, Class R and Class T |
0.21% |
Administrator Class |
0.13% |
Institutional Class |
0.13% |
Class R6 |
0.03% |
Asset Allocation Fund |
Class Level Admin. Fee |
Class A, Class C, Class R and Class T |
0.21% |
Administrator Class |
0.13% |
Institutional Class |
0.13% |
Multi-Class Fixed Income (Non-Money Market) Funds and Classes |
Class Level Admin. Fee |
Class A, Class C, Class R and Class T |
0.16% |
Administrator Class |
0.10% |
Institutional Class and Class R4 |
0.08% |
Class R6 |
0.03% |
Multi-Class Money Market Funds and Classes |
Class Level Admin. Fee |
Class A and Class C |
0.22% |
Administrator Class |
0.10% |
Institutional Class |
0.08% |
Premier Class |
0.08% |
Select Class |
0.04% |
Service Class |
0.12% |
Sweep Class |
0.03% |
Fees for Funds Trust Single Class Funds
Single Class Non-Money Market/Non-Fixed Income Funds |
Class Level Admin. Fee |
Retail Class |
0.21% |
Administrator Class |
0.13% |
Institutional Class |
0.13% |
Single Class Fixed Income (Non-Money Market) Funds |
Class Level Admin. Fee |
Retail Class |
0.16% |
Administrator Class |
0.10% |
Institutional Class |
0.08% |
Single Class Money Market Funds |
Class Level Admin. Fee |
Retail Class |
0.22% |
Service Class |
0.12% |
Institutional Class |
0.08% |
Appendix A amended: August 16, 2017
Schedule A to Appendix A
Class-Level Administration Agreement
WELLS FARGO FUNDS TRUST
List of Funds
Funds/Classes |
Class-Level Admin. Fee |
Absolute Return Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.21% 0.13% 0.13% |
Adjustable Rate Government Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Alternative Strategies Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Asia Pacific Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Asset Allocation Fund Class A Class C Class R Class T Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.21% 0.13% 0.13% |
C&B Large Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
C&B Mid Cap Value Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.13% 0.13% |
California Limited-Term Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
California Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Capital Growth Fund Class A Class C Class R4 Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.08% 0.03% 0.13% 0.13% |
Cash Investment Money Market Fund Administrator Class Institutional Class Select Class Service Class |
0.10% 0.08% 0.04% 0.12% |
Colorado Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Common Stock Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Conservative Income Fund Institutional Class |
0.08% |
Core Bond Fund Class A Class C Class R Class R4 Class R6 Class T Administrator Class Institutional Class |
0.16% 0.16% 0.16% 0.08% 0.03% 0.16% 0.10% 0.08% |
Core Plus Bond Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
0.16% 0.16% 0.03% 0.16% 0.10% 0.08% |
Disciplined U.S. Core Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.21% 0.13% 0.13% |
Discovery Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Diversified Capital Builder Fund Class A Class C Class T Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.13% 0.13% |
Diversified Equity Fund Class A Class C Administrator Class |
0.21% 0.21% 0.13% |
Diversified Income Builder Class A Class C Class T Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.13% 0.13% |
Diversified International Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.13% 0.13% |
Dynamic Target Today Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2015 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2020 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2025 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2030 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2035 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2040 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2045 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2050 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2055 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2060 Fund Class A Class C Class R Class R4 Class R6 |
0.21% 0.21% 0.21% 0.08% 0.03% |
Emerging Growth Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Emerging Markets Bond Fund |
0.00% |
Emerging Markets Equity Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.21% 0.13% 0.13% |
Emerging Markets Equity Income Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.21% 0.13% 0.13% |
Endeavor Select Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Enterprise Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Factor Enhanced Emerging Markets Fund |
0.00% |
Factor Enhanced International Fund |
0.00% |
Factor Enhanced Large Cap Fund |
0.00% |
Factor Enhanced Small Cap Fund |
0.00% |
Global Long/Short Fund 1 Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Global Small Cap Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Government Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class Sweep Class |
0.22% 0.10% 0.08% 0.04% 0.12% 0.03% |
Government Securities Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Growth Balanced Fund Class A Class C Administrator Class |
0.21% 0.21% 0.13% |
Growth Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.21% 0.13% 0.13% |
Heritage Money Market Fund Administrator Class Institutional Class Select Class Service Class |
0.10% 0.08% 0.04% 0.12% |
High Yield Bond Fund Class A Class C Class T Administrator Class Institutional Class |
0.16% 0.16% 0.16% 0.10% 0.08% |
High Yield Corporate Bond Fund |
0.00% |
High Yield Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Index Asset Allocation Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Index Fund Class A Class C Administrator Class |
0.21% 0.21% 0.13% |
Intermediate Tax/AMT-Free Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
International Bond Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 0.10% 0.08% |
International Government Bond Fund 2 |
0.00% |
International Equity Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.21% 0.13% 0.13% |
International Value Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Intrinsic Small Cap Value Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Intrinsic Value Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% 0.13% |
Instrinsic World Equity Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Large Cap Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.13% 0.13% |
Large Cap Growth Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% 0.13% |
Large Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Low Volatility U.S. Equity Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.13% 0.13% |
Managed Account CoreBuilder Shares Series M |
0.00% |
Minnesota Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Moderate Balanced Fund Class A Class C Administrator Class |
0.21% 0.21% 0.13% |
Money Market Fund Class A Class C Premier Class Service Class |
0.22% 0.22% 0.08% 0.12% |
Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Municipal Cash Management Money Market Fund Administrator Class Institutional Class Service Class |
0.10% 0.08% 0.12% |
National Tax-Free Money Market Fund Class A Administrator Class Premier Class Service Class |
0.22% 0.10% 0.08% 0.12% |
North Carolina Tax-Free Fund Class A Class C Institutional Class |
0.16% 0.16% 0.08% |
Omega Growth Fund Class A Class C Class R Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.13% 0.13% |
Opportunity Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Pennsylvania Tax-Free Fund Class A Class C Institutional Class |
0.16% 0.16% 0.08% |
Precious Metals Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Premier Large Company Growth Fund Class A Class C Class R4 Class R6 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.08% 0.03% 0.21% 0.13% 0.13% |
Real Return Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 0.10% 0.08% |
Short Duration Government Bond Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 0.10% 0.08% |
Short-Term Bond Fund Class A Class C Institutional Class |
0.16% 0.16% 0.08% |
Short-Term High Yield Bond Fund Class A Class C Class T Administrator Class Institutional Class |
0.16% 0.16% 0.16% 0.10% 0.08% |
Short-Term Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Small Cap Core Fund Class A Class C Class R6 Adminstrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Small Cap Opportunities Fund Class R6 Administrator Class Institutional Class |
0.03% 0.13% 0.13% |
Small Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Small Company Growth Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Small Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Specialized Technology Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Special Mid Cap Value Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.21% 0.13% 0.13% |
Special Small Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.21% 0.03% 0.13% 0.13% |
Strategic Income Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Strategic Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Target Today Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2010 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2015 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2020 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2025 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2030 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2035 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2040 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2045 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2050 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2055 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.08% 0.03% 0.13% |
Target 2060 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.21% 0.21% 0.21% 0.08% 0.03% 0.13% |
Traditional Small Cap Growth Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
Treasury Plus Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class |
0.22% 0.10% 0.08% 0.12% 0.03% |
Ultra Short-Term Income Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
Ultra Short-Term Municipal Income Fund Class A Class C Administrator Class Institutional Class |
0.16% 0.16% 0.10% 0.08% |
U.S. Core Bond Fund |
0.00% |
Utility and Telecommunications Fund Class A Class C Administrator Class Institutional Class |
0.21% 0.21% 0.13% 0.13% |
WealthBuilder Conservative Allocation Fund Class A Class C |
0.21% 0.21% |
WealthBuilder Equity Fund Class A Class C |
0.21% 0.21% |
WealthBuilder Growth Allocation Fund Class A Class C |
0.21% 0.21% |
WealthBuilder Growth Balanced Fund Class A Class C |
0.21% 0.21% |
WealthBuilder Moderate Balanced Fund Class A Class C |
0.21% 0.21% |
Wisconsin Tax-Free Fund Class A Class C Institutional Class |
0.16% 0.16% 0.08% |
100% Treasury Money Market Fund Class A Administrative Class Institutional Class Service Class Sweep Class |
0.22% 0.10% 0.08% 0.12% 0.03% |
Schedule A to Appendix A amended: August 16, 2017
The foregoing fee schedule is agreed to as of August 16, 2017 and shall remain in effect until changed in writing by the parties.
WELLS FARGO FUNDS TRUST
By: _____________________________________
Andrew Owen
President
WELLS FARGO FUNDS MANAGEMENT, LLC
By: ______________________________________
Paul Haast
Senior Vice President
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
2. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the International Government Bond Fund, effective on or about November 1, 2017.
SCHEDULE A
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
WELLS FARGO FUNDS TRUST
This fee agreement is made as of the 26th day of January, 2008, and is amended as of the 1 st day of September, 2017, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Allianz Global Investors U.S. LLC (successor to RCM Capital Management LLC) (the “Sub-Adviser”).
WHEREAS, the parties and Wells Fargo Funds Trust (the “Trust”) have entered into an Investment Sub-Advisory Agreement (“Sub-Advisory Agreement”), dated October 29, 2001, whereby the Sub-Adviser provides investment management advice to each series of the Trust as 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 at the annual rates indicated on Schedule A.
NOW THEREFORE, the parties agree that the fees to be paid to the Sub-Adviser under the Sub-Advisory Agreement shall be calculated on a monthly basis by applying the following annual rates to the Fund’s net assets:
Name of Fund |
Sub-Advisory Fee |
Specialized Technology Fund |
First 50M 0.80% Next 50M 0.60% Over 100M 0.55% |
The foregoing fee schedule is agreed to as of September 1, 2017 and shall remain in effect until changed in writing by the parties.
WELLS FARGO FUNDS MANAGEMENT, LLC
By:
Paul Haast
Senior Vice President
ALLIANZ GLOBAL INVESTORS U.S. LLC (successor to RCM Capital Management LLC)
By:
Name: Christian Pachtner
Title: Head of Client Service
APPENDIX A
Master Custodian Agreement
Management Investment Companies Registered with the SEC and Portfolios thereof, If Any
Wells Fargo Funds Trust
100% Treasury Money Market Fund
Adjustable Rate Government Fund
California Limited-Term Tax-Free Fund
Cash Investment Money Market Fund
Diversified Capital Builder Fund
Diversified Income Builder Fund
Diversified International Fund
Emerging Markets Equity Income Fund
Factor Enhanced Emerging Markets Fund 2
Factor Enhanced International Fund 3
Factor Enhanced Large Cap Fund 4
Factor Enhanced Small Cap Fund 5
High Yield Corporate Bond Fund 6
High Yield Municipal Bond Fund
Intermediate Tax/AMT-Free Fund
International Government Bond Fund 7
Intrinsic Small Cap Value Fund
Low Volatility U.S. Equity Fund
Managed Account CoreBuilder Shares – Series M
Municipal Cash Management Money Market Fund
National Tax-Free Money Market Fund
Premier Large Company Growth Fund
Short Duration Government Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Target Today Fund (f/k/a Dow Jones Target Today Fund)
Target 2010 Fund (f/k/a Dow Jones Target 2010 Fund)
Target 2015 Fund (f/k/a Dow Jones Target 2015 Fund)
Target 2020 Fund (f/k/a Dow Jones Target 2020 Fund)
Target 2025 Fund (f/k/a Dow Jones Target 2025 Fund)
Target 2030 Fund (f/k/a Dow Jones Target 2030 Fund)
Target 2035 Fund (f/k/a Dow Jones Target 2035 Fund)
Target 2040 Fund (f/k/a Dow Jones Target 2040 Fund)
Target 2045 Fund (f/k/a Dow Jones Target 2045 Fund)
Target 2050 Fund (f/k/a Dow Jones Target 2050 Fund)
Target 2055 Fund (f/k/a Dow Jones Target 2055 Fund)
Target 2060 Fund (f/k/a Dow Jones Target 2060 Fund)
Traditional Small Cap Growth Fund
Treasury Plus Money Market Fund
Ultra Short-Term Municipal Income Fund
Utility and Telecommunications Fund
WealthBuilder Conservative Allocation Fund
WealthBuilder Growth Allocation Fund
WealthBuilder Growth Balanced Fund
WealthBuilder Moderate Balanced Fund
Wells Fargo Income Opportunities Fund
Wells Fargo Multi-Sector Income Fund
Wells Fargo Utilities and High Income Fund
Wells Fargo Global Dividend Opportunity Fund
VT Index Asset Allocation Fund
Bloomberg Barclays US Aggregate ex-Corporate Portfolio
Diversified Fixed Income Portfolio
Diversified Large Cap Growth Portfolio
Emerging Markets Bond Portfolio
Factor Enhanced Emerging Markets Portfolio
Factor Enhanced International Portfolio
Factor Enhanced Large Cap Portfolio
Factor Enhanced Small Cap Portfolio
High Yield Corporate Bond Portfolio
International Government Bond Portfolio 9
International Growth Portfolio
Investment Grade Corporate Bond Portfolio
Managed Fixed Income Portfolio
Short-Term Investment Portfolio
Small Company Growth Portfolio
Strategic Retirement Bond Portfolio
Appendix A amended: August 17, 2017
1. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Emerging Markets Bond Fund, effective in August 2017.
2. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Factor Enhanced Emerging Markets Fund, effective in August 2017.
3. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Factor Enhanced International Fund, effective in August 2017.
4 On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Factor Enhanced Large Cap Fund, effective in August 2017.
5 On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Factor Enhanced Small Cap Fund, effective in August 2017.
6 On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the High Yield Corporate Bond Fund, effective in August 2017.
7 On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the International Government Bond Fund, effective in November 2017.
8. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the U.S. Core Bond Fund, effective in August 2017.
9. On August 17, 2017 the Board of Trustees of Wells Fargo Master Trust approved the establishment of the International Government Bond Portfolio, effective on or about August 17, 2017
APPENDIX A
DISTRIBUTION PLAN
WELLS FARGO FUNDS TRUST
Funds Trust Funds and Share Classes |
Maximum Rule 12b-1 Fee |
Absolute Return Fund Class C Class R |
0.75 0.25 |
Adjustable Rate Government Fund Class C |
0.75 |
Alternative Strategies Fund Class C |
0.75 |
Asia Pacific Fund Class C |
0.75 |
Asset Allocation Fund Class C Class R |
0.75 0.25 |
C&B Large Cap Value Fund Class C |
0.75 |
C&B Mid Cap Value Fund Class C |
0.75 |
California Limited-Term Tax-Free Fund Class C |
0.75 |
California Tax-Free Fund Class C |
0.75 |
Capital Growth Fund Class C |
0.75 |
Colorado Tax-Free Fund Class C |
0.75 |
Common Stock Fund Class C |
0.75 |
Core Bond Fund Class C Class R |
0.75 0.25 |
Core Plus Bond Fund Class C |
0.75 |
Disciplined U.S. Core Fund Class C Class R |
0.75 0.25 |
Discovery Fund Class C |
0.75 |
Diversified Capital Builder Fund Class C |
0.75 |
Diversified Equity Fund Class C |
0.75 |
Diversified Income Builder Fund Class C |
0.75 |
Diversified International Fund Class C Class R |
0.75 0.25 |
Dynamic Target Today Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2015 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2020 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2025 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2030 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2035 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2040 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2045 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2050 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2055 Fund Class C Class R |
0.75 0.25 |
Dynamic Target 2060 Fund Class C Class R |
0.75 0.25 |
Emerging Growth Fund Class C |
0.75 |
Emerging Markets Equity Fund Class C |
0.75 |
Emerging Markets Equity Income Fund Class C Class R |
0.75 0.25 |
Endeavor Select Fund Class C |
0.75 |
Enterprise Fund Class C |
0.75 |
Global Long/Short Fund 1 Class C |
0.75 |
Global Small Cap Fund Class C |
0.75 |
Government Money Market Fund Sweep Class |
0.35 |
Government Securities Fund Class C |
0.75 |
Growth Balanced Fund Class C |
0.75 |
Growth Fund Class C |
0.75 |
High Yield Bond Fund Class C |
0.75 |
High Yield Municipal Bond Fund Class C |
0.75 |
Index Asset Allocation Fund Class C |
0.75 |
Index Fund Class C |
0.75 |
Intermediate Tax/AMT-Free Fund Class C |
0.75 |
International Bond Fund Class C |
0.75 |
International Equity Fund Class C Class R |
0.75 0.25 |
International Value Fund Class C |
0.75 |
Intrinsic Small Cap Value Fund Class C |
|
Intrinsic Value Fund Class C Class R |
0.75 0.25 |
Intrinsic World Equity Fund Class C |
0.75 |
Large Cap Core Fund Class C Class R |
0.75 0.25 |
Large Cap Growth Fund Class C Class R |
0.75 0.25 |
Large Company Value Fund Class C |
0.75 |
Low Volatility U.S. Equity Fund Class C Class R |
0.75 0.25 |
Managed Account CoreBuilder Shares Series M |
0.00 |
Minnesota Tax-Free Fund Class C |
0.75 |
Moderate Balanced Fund
|
|
Money Market Fund Class C |
0.75 |
Municipal Bond Fund Class C |
0.75 |
North Carolina Tax-Free Fund Class C |
0.75 |
Omega Growth Fund Class C Class R |
0.75 0.25 |
Opportunity Fund Class C |
0.75 |
Pennsylvania Tax-Free Fund Class C |
0.75 |
Precious Metals Fund Class C |
0.75 |
Premier Large Company Growth Fund Class C |
0.75 |
Real Return Fund Class C |
0.75 |
Short Duration Government Bond Fund Class C |
0.75 |
Short-Term Bond Fund Class C |
|
Short-Term High Yield Bond Fund Class C |
|
Short-Term Municipal Bond Fund Class C |
|
Small Cap Core Fund Class C |
0.75 |
Small Cap Value Fund Class C |
0.75 |
Small Company Growth Fund Class C |
0.75 |
Small Company Value Fund Class C |
0.75 |
Specialized Technology Fund Class C |
0.75 |
Special Mid Cap Value Fund Class C Class R |
0.75 0.25 |
Special Small Cap Value Fund Class C Class R |
0.75 0.25 |
Strategic Income Fund Class C |
0.75 |
Strategic Municipal Bond Fund Class C |
0.75 |
Target Today Fund Class C Class R |
0.75 0.25 |
Target 2010 Fund Class C Class R |
0.75 0.25 |
Target 2015 Fund Class R |
0.25 |
Target 2020 Fund Class C Class R |
0.75 0.25 |
Target 2025 Fund Class R |
0.25 |
Target 2030 Fund Class C Class R |
0.75 0.25 |
Target 2035 Fund Class R |
0.25 |
Target 2040 Fund Class C Class R |
0.75 0.25 |
Target 2045 Fund Class R |
0.25 |
Target 2050 Fund Class C Class R |
0.75 0.25 |
Target 2055 Fund Class R |
0.25 |
Target 2060 Fund Class C Class R |
0.75 0.25 |
Traditional Small Cap Growth Fund Class C |
0.75 |
Treasury Plus Money Market Fund Sweep Class |
0.35 |
Ultra Short-Term Income Fund Class C |
0.75 |
Ultra Short-Term Municipal Income Fund Class C |
0.75 |
Utility and Telecommunications Fund Class C |
0.75 |
WealthBuilder Conservative Allocation Fund Class C |
0.75 |
WealthBuilder Equity Fund Class C |
0.75 |
WealthBuilder Growth Allocation Fund Class C |
0.75 |
WealthBuilder Growth Balanced Fund Class C |
0.75 |
WealthBuilder Moderate Balanced Fund Class C |
0.75 |
Wisconsin Tax-Free Fund Class C |
|
100% Treasury Money Market Fund Sweep Class |
0.35 |
Appendix A amended: August 16, 2017
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
SCHEDULE I
DISTRIBUTION AGREEMENT
WELLS FARGO FUNDS TRUST
100% Treasury Money Market Fund
Absolute Return Fund
Adjustable Rate Government Fund
Alternative Strategies Fund
Asia Pacific Fund
Asset Allocation Fund
C&B Large Cap Value Fund
C&B Mid Cap Value Fund
California Limited-Term Tax-Free Fund
California Tax-Free Fund
Capital Growth Fund
Cash Investment Money Market Fund
Colorado Tax-Free Fund
Common Stock Fund
Conservative Income Fund
Core Bond Fund
Core Plus Bond Fund
Disciplined U.S. Core Fund
Discovery Fund
Diversified Capital Builder Fund
Diversified Equity Fund
Diversified Income Builder Fund
Diversified International Fund
Dynamic Target Today Fund
Dynamic Target 2015 Fund
Dynamic Target 2020 Fund
Dynamic Target 2025 Fund
Dynamic Target 2030 Fund
Dynamic Target 2035 Fund
Dynamic Target 2040 Fund
Dynamic Target 2045 Fund
Dynamic Target 2050 Fund
Dynamic Target 2055 Fund
Dynamic Target 2060 Fund
Emerging Growth Fund
Emerging Markets Bond Fund
Emerging Markets Equity Fund
Emerging Markets Equity Income Fund
Endeavor Select Fund
Enterprise Fund
Factor Enhanced Emerging Markets Fund
Factor Enhanced International Fund
Factor Enhanced Large Cap Fund
Factor Enhanced Small Cap Fund
Global Long/Short Fund 1
Global Small Cap Fund
Government Money Market Fund
Government Securities Fund
Growth Fund
Growth Balanced Fund
Heritage Money Market Fund
High Yield Bond Fund
High Yield Corporate Bond Fund
High Yield Municipal Bond Fund
Index Asset Allocation Fund
Index Fund
Intermediate Tax/AMT-Free Fund
International Bond Fund
International Government Bond Fund 2
International Equity Fund
International Value Fund
Intrinsic Small Cap Value Fund
Intrinsic Value Fund
Intrinsic World Equity Fund
Large Cap Core Fund
Large Cap Growth Fund
Large Company Value Fund
Low Volatility U.S. Equity Fund
Managed Account CoreBuilder Shares Series M
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Municipal Bond Fund
Municipal Cash Management Money Market Fund
National Tax-Free Money Market Fund
North Carolina Tax-Free Fund
Omega Growth Fund
Opportunity Fund
Pennsylvania Tax-Free Fund
Precious Metals Fund
Premier Large Company Growth Fund
Real Return Fund
Short Duration Government Bond Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Small Cap Core Fund
Small Cap Opportunities Fund
Small Cap Value Fund
Small Company Growth Fund
Small Company Value Fund
Special Mid Cap Value Fund
Special Small Cap Value Fund
Specialized Technology Fund
Strategic Municipal Bond Fund
Strategic Income Fund
Target Today Fund
Target 2010 Fund
Target 2015 Fund
Target 2020 Fund
Target 2025 Fund
Target 2030 Fund
Target 2035 Fund
Target 2040 Fund
Target 2045 Fund
Target 2050 Fund
Target 2055 Fund
Target 2060 Fund
Traditional Small Cap Growth Fund
Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
U.S. Core Bond Fund
Utility and Telecommunications Fund
WealthBuilder Conservative Allocation Fund
WealthBuilder Equity Fund
WealthBuilder Growth Allocation Fund
WealthBuilder Growth Balanced Fund
WealthBuilder Moderate Balanced Fund
Wisconsin Tax-Free Fund
Schedule I amended: August 16, 2017
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
2. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the International Government Bond Fund, effective on or about November 1, 2017.
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 Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
0.71% 1.46% 0.96% 0.28% 0.71% 0.57% 0.33% |
August 31, 2018 August 31, 2018 August 31, 2018 August 31, 2018 August 31, 2018 August 31, 2018 August 31, 2018 |
Adjustable Rate Government Fund Class A Class C Administrator Class Institutional Class |
0.74% 1.49% 0.60% 0.46% |
December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 |
Alternative Strategies Fund 1 Class A Class C Administrator Class Institutional Class |
2.22% 2.97% 2.07% 1.97% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Asia Pacific Fund Class A Class C Administrator Class Institutional Class |
1.60% 2.35% 1.50% 1.25% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
Asset Allocation Fund Class A Class C Class R Class T Administrator Class Institutional Class |
0.87% 1.62% 1.12% 0.87% 0.64% 0.44% |
August 31, 2018 August 31, 2018 August 31, 2018 August 31, 2018 August 31, 2018 August 31, 2018 |
C&B Large Cap Value Fund 2 Class A Class C Class R6 Administrator Class Institutional Class |
1.15% 1.90% 0.70% 1.00% 0.80% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
C&B Mid Cap Value Fund Class A Class C Administrator Class Institutional Class |
1.25% 2.00% 1.15% 0.90% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
California Limited-Term Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.80% 1.55% 0.60% 0.50% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
California Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.75% 1.50% 0.55% 0.48% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
Capital Growth Fund Class A Class C Class R4 Class R6 Administrator Class Institutional Class |
1.11% 1.86% 0.75% 0.60% 0.94% 0.70% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Cash Investment Money Market Fund Administrator Class Institutional Class Select Class Service Class |
0.35% 0.20% 0.13% 0.50% |
May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 |
Colorado Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.85% 1.60% 0.60% 0.52% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
Common Stock Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.26% 2.01% 0.85% 1.10% 0.85% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
Conservative Income Fund Institutional Class |
0.27% |
December 31, 2017 |
Core Bond Fund Class A Class C Class R Class R4 Class R6 Class T Administrator Class Institutional Class |
0.78% 1.53% 1.03% 0.52% 0.37% 0.78% 0.70% 0.42% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Core Plus Bond Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
0.73% 1.48% 0.35% 0.73% 0.62% 0.40% |
December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 |
Disciplined U.S. Core Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
0.87% 1.62% 1.12% 0.43% 0.87% 0.74% 0.48% |
November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 |
Discovery Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.22% 1.97% 0.84% 1.15% 0.89% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
Diversified Capital Builder Fund Class A Class C Class T Administrator Class Institutional Class |
1.20% 1.95% 1.20% 1.05% 0.78% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
Diversified Equity Fund Class A Class C Administrator Class |
1.25% 2.00% 1.00% |
September 30, 2019 September 30, 2019 September 30, 2019 |
Diversified Income Builder Fund Class A Class C Class T Administrator Class Institutional Class |
1.08% 1.83% 1.08% 0.90% 0.71% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
Diversified International Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
1.35% 2.10% 1.60% 0.89% 1.25% 0.99% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
Dynamic Target Today Fund 3 Class A Class C Class R Class R4 Class R6 |
0.98% 1.73% 1.23% 0.67% 0.52% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2015 Fund 4 Class A Class C Class R Class R4 Class R6 |
1.00% 1.75% 1.25% 0.69% 0.54% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2020 Fund 5 Class A Class C Class R Class R4 Class R6 |
1.02% 1.77% 1.27% 0.71% 0.56% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2025 Fund 6 Class A Class C Class R Class R4 Class R6 |
1.04% 1.79% 1.29% 0.73% 0.58% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2030 Fund 7 Class A Class C Class R Class R4 Class R6 |
1.06% 1.81% 1.31% 0.75% 0.60% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2035 Fund 8 Class A Class C Class R Class R4 Class R6 |
1.07% 1.82% 1.32% 0.76% 0.61% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2040 Fund 9 Class A Class C Class R Class R4 Class R6 |
1.08% 1.83% 1.33% 0.77% 0.62% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2045 Fund 10 Class A Class C Class R Class R4 Class R6 |
1.08% 1.83% 1.33% 0.77% 0.62% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2050 Fund 11 Class A Class C Class R Class R4 Class R6 |
1.08% 1.83% 1.33% 0.77% 0.62% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2055 Fund 12 Class A Class C Class R Class R4 Class R6 |
1.08% 1.83% 1.33% 0.77% 0.62% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Dynamic Target 2060 Fund 13 Class A Class C Class R Class R4 Class R6 |
1.08% 1.83% 1.33% 0.77% 0.62% |
June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 June 30, 2018 |
Emerging Growth Fund Class A Class C Administrator Class Institutional Class |
1.35% 2.10% 1.20% 0.90% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Emerging Markets Bond Fund |
0.00% |
June 30, 2019 |
Emerging Markets Equity Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
1.58% 2.33% 1.15% 1.58% 1.46% 1.19% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
Emerging Markets Equity Income Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
1.62% 2.37% 1.87% 1.17% 1.62% 1.45% 1.22% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
Endeavor Select Fund Class A Class C Administrator Class Institutional Class |
1.20% 1.95% 1.00% 0.80% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Enterprise Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.18% 1.93% 0.80% 1.10% 0.85% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
Factor Enhanced Emerging Markets Fund |
0.00% |
June 30, 2019 |
Factor Enhanced Institutional Fund |
0.00% |
June 30, 2019 |
Factor Enhanced Large Cap Fund |
0.00% |
June 30, 2019 |
Factor Enhanced Small Cap Fund |
0.00% |
June 30, 2019 |
Global Long/Short Fund 14 Class A Class C Administrative Class Institutional Class |
1.75% 2.50% 1.65% 1.45% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
Global Small Cap Fund Class A Class C Administrator Class Institutional Class |
1.55% 2.30% 1.40% 1.15% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
Government Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class Sweep Class |
0.65% 0.35% 0.20% 0.16% 0.50% 0.79% |
May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 |
Government Securities Fund Class A Class C Administrator Class Institutional Class |
0.85% 1.60% 0.64% 0.48% |
December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 |
Growth Balanced Fund Class A Class C Administrator Class |
1.20% 1.95% 0.95% |
September 30, 2019 September 30, 2019 September 30, 2019 |
Growth Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
1.16% 1.91% 0.70% 1.16% 0.96% 0.75% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Heritage Money Market Fund Administrator Class Institutional Class Select Class Service Class |
0.35% 0.20% 0.13% 0.43% |
May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 |
High Yield Bond Fund Class A Class C Class T Administrator Class Institutional Class |
0.93% 1.68% 0.93% 0.80% 0.53% |
December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 |
High Yield Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
0.85% 1.60% 0.75% 0.60% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
Index Asset Allocation Fund 15 Class A Class C Administrator Class Institutional Class |
1.15% 1.90% 0.90% 0.75% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
Index Fund Class A Class C Administrator Class |
0.45% 1.20% 0.25% |
September 30, 2019 September 30, 2019 September 30, 2019 |
Intermediate Tax/AMT-Free Fund Class A Class C Administrator Class Institutional Class |
0.70% 1.45% 0.60% 0.45% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
International Bond Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.03% 1.78% 0.65% 0.85% 0.70% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
International Equity Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
1.14% 1.89% 1.39% 0.84% 1.14% 1.14% 0.89% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
International Government Bond Fund 16 |
0.00% |
June 30, 2019 |
International Value Fund Class A Class C Administrator Class Institutional Class |
1.35% 2.10% 1.25% 1.00% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Intrinsic Small Cap Value Fund Class A Class C Administrator Class Institutional Class |
1.35% 2.10% 1.20% 1.00% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Intrinsic Value Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class |
1.11% 1.86% 1.36% 0.80% 0.65% 0.95% 0.70% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Intrinsic World Equity Fund Class A Class C Administrator Class Institutional Class |
1.35% 2.10% 1.25% 0.95% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
Large Cap Core Fund 17 Class A Class C Class R Class R6 Administrator Class Institutional Class |
1.14% 1.89% 1.39% 0.68% 1.00% 0.70% |
November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 |
Large Cap Growth Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class |
1.07% 1.82% 1.32% 0.80% 0.65% 0.95% 0.75% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Large Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.83% 1.58% 0.40% 0.75% 0.50% |
November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 November 30, 2019 |
Low Volatility U.S. Equity Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
0.83% 1.58% 1.08% 0.40% 0.75% 0.50% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Minnesota Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.85% 1.60% 0.60% 0.52% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
Moderate Balanced Fund
Administrator Class |
1.15%
0.90% |
September 30, 2019
September 30, 2019 |
Money Market Fund Class A Class C Premier Class Service Class |
0.65% 1.40% 0.20% 0.50% |
May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 |
Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
0.75% 1.50% 0.60% 0.48% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
Municipal Cash Management Money Market Fund Administrator Class Institutional Class Service Class |
0.30% 0.20% 0.45% |
May 31, 2018 May 31, 2018 May 31, 2018 |
National Tax-Free Money Market Fund Class A Administrator Class Premier Class Service Class |
0.64% 0.30% 0.20% 0.45% |
May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 |
North Carolina Tax-Free Fund Class A Class C Institutional Class |
0.85% 1.60% 0.54% |
October 31, 2017 October 31, 2017 October 31, 2017 |
Omega Growth Fund Class A Class C Class R Administrator Class Institutional Class |
1.30% 2.05% 1.55% 1.10% 0.85% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Opportunity Fund Class A Class C Administrator Class Institutional Class |
1.21% 1.96% 1.00% 0.75% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
Pennsylvania Tax-Free Fund Class A Class C Institutional Class |
0.74% 1.49% 0.49% |
October 31, 2017 October 31, 2017 October 31, 2017 |
Precious Metals Fund Class A Class C Administrator Class Institutional Class |
1.09% 1.84% 0.95% 0.79% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Premier Large Company Growth Fund Class A Class C Class R4 Class R6 Class T Administrator Class Institutional Class |
1.11% 1.86% 0.80% 0.65% 1.11% 1.00% 0.70% |
November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2017 |
Real Return Fund 18 Class A Class C Class R6 Administrator Class Institutional Class |
0.85%
0.47%
0.52% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Short Duration Government Bond Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.78% 1.53% 0.37% 0.60% 0.42% |
December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 |
Short-Term Bond Fund Class A Class C Institutional Class19 |
0.72% 1.47% 0.48% |
December 31, 2017 December 31, 2017 December 31, 2017 |
Short-Term High Yield Bond Fund Class A Class C Class T Administrator Class Institutional Class |
0.81% 1.56% 0.81% 0.65% 0.50% |
December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 |
Short-Term Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
0.63% 1.38% 0.60% 0.40% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
Small Cap Core Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.35% 2.10% 0.90% 1.25% 1.00% |
July 31, 2019 July 31, 2019 July 31, 2019 July 31, 2019 July 31, 2019 |
Small Cap Opportunities Fund Class R6 Administrator Class Institutional Class |
0.85% 1.20% 0.95% |
July 31, 2018 July 31, 2018 July 31, 2018 |
Small Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.28% 2.03% 0.83% 1.08% 0.88% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Small Company Growth Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.35%
0.90% 1.20% 0.95% |
September 30, 2018
September 30, 2018
September 30, 2018 |
Small Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
2.10% 0.90% 1.20% 1.00% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Specialized Technology Fund Class A Class C Administrator Class Institutional Class |
1.41% 2.16% 1.31% 1.06% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Special Mid Cap Value Fund 20 Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
1.22% 1.97% 1.47% 0.79% 1.22% 1.14% 0.87% |
January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 January 31, 2018 |
Special Small Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
1.34% 2.09% 1.59% 0.89% 1.20% 0.94% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Strategic Income Fund Class A Class C Administrator Class Institutional Class |
0.90% 1.65% 0.75% 0.60% |
February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 |
Strategic Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
0.82% 1.57% 0.68% 0.48% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
Target Today Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.65% 1.40% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2010 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.65% 1.40% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2015 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.65% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2020 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.65% 1.40% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2025 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.65% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2030 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.65% 1.40% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2035 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.65% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2040 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.65% 1.40% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2045 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.65% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2050 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.65% 1.40% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2055 Fund Class A Class R Class R4 Class R6 Administrator Class |
0.65% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Target 2060 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
0.65% 1.40% 0.90% 0.34% 0.19% 0.54% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Traditional Small Cap Growth Fund Class A Class C Administrator Class Institutional Class |
1.33% 2.08% 1.20% 0.98% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
Treasury Plus Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class |
0.65% 0.35% 0.20% 0.45% 0.83% |
May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 |
Ultra Short-Term Income Fund Class A Class C Administrator Class Institutional Class |
0.70% 1.45% 0.55% 0.35% |
December 31, 2017 December 31, 2017 December 31, 2017 December 31, 2017 |
Ultra Short-Term Municipal Income Fund Class A Class C Administrator Class Institutional Class |
0.67% 1.42% 0.60% 0.37% |
October 31, 2017 October 31, 2017 October 31, 2017 October 31, 2017 |
U.S. Core Bond Fund |
0.00% |
June 30, 2019 |
Utility and Telecommunications Fund Class A Class C Administrator Class Institutional Class |
1.14% 1.89% 0.95% 0.78% |
July 31, 2018 July 31, 2018 July 31, 2018 July 31, 2018 |
WealthBuilder Conservative Allocation Fund Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
WealthBuilder Equity Fund Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
WealthBuilder Growth Allocation Fund Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
WealthBuilder Growth Balanced Fund Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
WealthBuilder Moderate Balanced Fund Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
Wisconsin Tax-Free Fund Class A Class C Institutional Class |
0.70% 1.45% 0.52% |
October 31, 2017 October 31, 2017 October 31, 2017 |
100% Treasury Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class |
0.65% 0.30% 0.20% 0.50% 0.83% |
May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 May 31, 2018 |
Schedule A amended: September 1, 2017
The foregoing schedule of capped operating expense ratios is agreed to as of September 1, 2017 and shall remain in effect until changed in writing by the parties.
WELLS FARGO FUNDS TRUST
By:
Andrew Owen
President
WELLS FARGO FUNDS MANAGEMENT, LLC
By:
Paul Haast
Senior Vice President
1. 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.
2. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C, R6 and Institutional of the C&B Large Cap Value Fund. Effective October 1, 2017, the following net operating
expense ratios will be committed through September 30, 2018: Class A 1.08%; Class C 1.83%; Class R6 0.65%; Institutional Class 0.45%
3.On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target Today Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 0.91%; Class C 1.66%; Class R 1.16%
4.On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2015 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 0.97%; Class C 1.66%; Class R 1.22%
5.On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2020 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 0.99%; Class C 1.74%; Class R 1.24%
6.On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2025 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 1.01%; Class C 1.76%; Class R 1.26%
7. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2030 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 1.03%; Class C 1.78%; Class R 1.28%
8.On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2035 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 1.04%; Class C 1.79%; Class R 1.29%
9. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2040 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 1.05%; Class C 1.80%; Class R 1.30%
10. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2045 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 1.05%; Class C 1.80%; Class R 1.30%
11. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2050 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 1.06%; Class C 1.80%; Class R 1.30%
12. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2055 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 1.06%; Class C 1.80%; Class R 1.30%
13. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Classes A, C and R of the Dynamic Target 2060 Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 1.06%; Class C 1.80%; Class R 1.30%
14. OnAugust 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
15. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Class A and Class C of the Index Asset Allocation Fund. Effective February 1, 2018, the Class A net operating expense ratio will be 1.08% and Class C 1.83%, committed through January 31, 2019.
16. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the International Government Bond Fund, effective on or about November 1, 2017.
17. On May 17, 2017 the Board approved a reduction to the net operating expense ratios for Classes A, C, R, R6, Administrator and Institutional. Effective December 1, 2017, the following net operating expense ratio will be committed through November 30, 2018: Class A 1.08%; Class C 1.83%; Class R 1.33%; Class R6 0.65%; Admin Class 0.97%; Inst’l Class 0.67%
18. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Class A, C, R6 and Institutional of the Real Return Fund. Effective October 1, 2017, the following net operating expense ratios will be committed through September 30, 2018: Class A 0.78%; Class C 1.53%; Class R6 0.40%; Institutional Class 0.45%
19. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for the Institutional Class of the Short-Term Bond Fund. Effective January 1, 2018, the Institutional Class net operating expense ratio will be 0.45% and committed through December 31, 2018.
20. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the net operating expense ratio for Class A, C, R, R6, Administrator and Institutional of the Special Mid Cap Value Fund. Effective February 1, 2018, the following net operating expense ratios will be committed through January 31, 2019: Class A 1.19%; Class C 1.94%; Class R 1.44%; Class R6 0.76%; Administrator Class 1.11%; Institutional Class 0.85%
SCHEDULE A
WELLS FARGO FUNDS MANAGEMENT
INVESTMENT MANAGEMENT AGREEMENT
WELLS FARGO FUNDS TRUST
Wells Fargo Funds Trust |
Fee as % of Avg. Daily Net Asset Value |
|||
|
Emerging Markets Bond Fund |
0.00 * |
||
|
Factor Enhanced Emerging Markets Fund |
0.00 * |
||
|
Factor Enhanced International Fund
|
0.00 * |
||
|
Factor Enhanced Large Cap Fund
|
0.00 * |
||
|
Factor Enhanced Small Cap Fund
|
0.00 * |
||
|
High Yield Corporate Bond Fund
|
0.00 * |
||
|
International Government Bond Fund 1 |
0.00 * |
||
|
Low Volatility U.S. Equity Fund |
First $1B Next $4B Next $5B Over $10B |
0.40 0.375 0.34 0.33 |
|
Small Cap Core Fund |
First 500M Next 500M Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B |
0.85 0.825 0.80 0.775 0.75 0.73 0.72 0.71 |
||
U.S. Core Bond Fund
|
0.00 * |
Schedule A Amended: August 16, 2017
The foregoing fee schedule is agreed to as of August 16, 2017 and shall remain in effect until changed in writing by the parties.
WELLS FARGO FUNDS TRUST
By:
Andrew Owen
President
WELLS FARGO FUNDS MANAGEMENT, LLC
By:
Paul Haast
Senior Vice President
* The Fund is not subject to a dormant investment management fee under Section 10(c) of this Agreement.
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of a new intuitive investor feeder fund, the International Government Bond Fund, effective on or about November 1, 2017.
SCHEDULE A
WELLS FARGO FUNDS MANAGEMENT
INVESTMENT MANAGEMENT AGREEMENT
WELLS FARGO FUNDS TRUST
Wells Fargo Funds Trust |
Fee as % of Avg. Daily Net Asset Value |
|
Adjustable Rate Government Fund |
First 1B Next 4B Next 3B Next 2B Over 10B |
0.35 0.325 0.29 0.265 0.255 |
Alternative Strategies Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B |
1.75 1.725 1.70 1.675 1.65 1.64 1.63 |
Asia Pacific Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B |
1.00 0.95 0.90 0.875 0.85 0.84 0.83 |
C&B Mid Cap Value Fund |
First 500M
Next 1B Next 2B Next 1B Next 5B Over 10B |
0.75 0.725 0.70 0.675 0.65 0.64 0.63 |
C&B Large Cap Value Fund ± |
First 5B Next 5B Over 10B |
0.05 0.04 0.03 |
California Limited-Term Tax-Free Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.40
0.35 0.325 0.29 0.28 |
California Tax-Free Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.40
0.35 0.325 0.29 0.28 |
Capital Growth Fund |
First 500M
Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B |
0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505 |
Cash Investment Money Market Fund |
First 5B Next 5B Over 10B |
0.15 0.14 0.13 |
Colorado Tax-Free Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.40
0.35 0.325 0.29 0.28 |
Common Stock Fund |
First 500M
Next 1B Next 2B Next 1B Next 5B Over 10B |
0.80 0.75 0.70 0.675 0.65 0.64 0.63 |
Conservative Income Fund |
First 1B Next 4B Next 5B Over 10B |
0.25 0.225 0.19 0.18 |
Core Bond Fund ± |
First 5B Next 5B Over 10B |
0.05 0.04 0.03 |
Core Plus Bond Fund 1 |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.45
0.40 0.375 0.34 0.33 |
Disciplined U.S. Core Fund |
First 1B Next 4B Next 5B Over 10B |
0.35 0.325 0.29 0.28 |
Discovery Fund |
First 500M
Next 1B Next 2B Next 1B Next 5B Over 10B |
0.80 0.75 0.70 0.675 0.65 0.64 0.63 |
Diversified Capital Builder Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.65 0.60 0.55 0.525 0.49 0.48 |
Diversified Equity Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.30 0.28 0.26 0.24 0.23 0.22 |
Diversified Income Builder Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B
|
0.55 0.525 0.50 0.475 0.44 0.43 |
Diversified International Fund |
First 500M
Next 1B Next 2B Next 1B Next 5B Over 10B |
0.85 0.80 0.75 0.725 0.70 0.69 0.68 |
Dynamic Target Today Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2015 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2020 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2025 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2030 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2035 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2040 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2045 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2050 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2055 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Dynamic Target 2060 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Emerging Growth Fund ± |
First 5B Next 5B Over 10B |
0.05 0.04 0.03 |
Emerging Markets Equity Fund |
First 1B
Next 2B Next 1B Next 3B Next 2B Over 10B |
1.05 1.025 1.00 0.975 0.965 0.955 0.945 |
Emerging Markets Equity Income Fund |
First 1B
Next 2B Next 1B Next 3B Next 2B Over 10B |
1.05 1.025 1.00 0.975 0.965 0.955 0.945 |
Endeavor Select Fund |
First 500M
Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B |
0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505 |
Enterprise Fund |
First 500M
Next 1B Next 2B Next 1B Next 5B Over 10B |
0.75 0.725 0.70 0.675 0.65 0.64 0.63 |
Global Long/Short Fund 2 |
First 500M
Next 1B Next 2B Next 1B Next 5B Over 10B |
1.30 1.25 1.20 1.175 1.15 1.14 1.13 |
Global Small Cap Fund |
First 500M
Next 1B Next 2B Next 1B Next 5B Over 10B |
0.95 0.925 0.90 0.875 0.85 0.84 0.83 |
Government Money Market Fund |
First 5B Next 5B Over 10B |
0.15 0.14 0.13 |
Government Securities Fund 3 |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.45 0.425 0.40 0.375 0.34 0.33 |
Growth Balanced Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.30 0.28 0.26 0.24 0.23 0.22 |
Growth Fund |
First 500M
Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B |
0.80 0.75 0.70 0.675 0.65 0.64 0.615 0.605 0.58 0.555 |
Heritage Money Market Fund
|
First 5B Next 5B Over 10B |
0.15 0.14 0.13 |
High Yield Bond Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B
|
0.55 0.525 0.50 0.475 0.44 0.43 |
High Yield Municipal Bond Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.50 0.475 0.45 0.425 0.39 0.38 |
Index Asset Allocation Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.65 0.60 0.55 0.525 0.49 0.48 |
Index Fund ± |
First 5B Next 5B Over 10B |
0.05 0.04 0.03 |
Intermediate Tax/AMT Free Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.40
0.35 0.325 0.29 0.28 |
International Bond Fund |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.60 0.575 0.55 0.525 0.49 0.48 |
International Equity Fund |
First 500M
Next 1B Next 2B Next 1B Next 5B Over 10B |
0.85 0.80 0.75 0.725 0.70 0.69 0.68 |
International Value Fund ± |
First 5B Next 5B Over 10B |
0.05 0.04 0.03 |
Intrinsic Small Cap Value Fund |
First 500M
Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B |
0.85
0.80 0.775 0.75 0.73 0.72 0.71 |
Intrinsic Value Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B
Next 4B Over 16B |
0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505 |
Intrinsic World Equity Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B |
0.85 0.80 0.75 0.725 0.70 0.69 0.68
|
Large Cap Core Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B |
0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505 |
Large Cap Growth Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B |
0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505 |
Large Company Value Fund |
First 1B Next 4B Next 5B Over 10B |
0.40 0.375 0.34 0.33
|
Managed Account CoreBuilder Shares Series M |
0.00 |
|
Minnesota Tax-Free Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.40 0.375 0.35 0.325 0.29 0.28 |
Moderate Balanced Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.30 0.28 0.26 0.24 0.23 0.22 |
Money Market Fund |
First 1B Next 4B Next 5B Next 5B Next 10B Over 25B |
0.35 0.325 0.29 0.28 0.255 0.23 |
Municipal Bond Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.40 0.375 0.35 0.325 0.29 0.28 |
Municipal Cash Management Money Market Fund |
First 5B Next 5B Over 10B |
0.15 0.14 0.13 |
National Tax-Free Money Market Fund |
First 5B Next 5B Over 10B |
0.15 0.14 0.13 |
North Carolina Tax-Free Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.40 0.375 0.35 0.325 0.29 0.28 |
Omega Growth Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B |
0.80 0.75 0.70 0.675 0.65 0.64 0.615 0.605 0.58 0.555 |
Opportunity Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B |
0.75 0.725 0.70 0.675 0.65 0.64 0.63 |
Pennsylvania Tax-Free Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.40 0.375 0.35 0.325 0.29 0.28 |
First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B |
0.65 0.60 0.55 0.525 0.50 0.49 0.48 |
|
Premier Large Company Growth Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B |
0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505 |
Real Return Fund ± |
First 5B Next 5B Over 10B |
0.05 0.04 0.03 |
Short Duration Government Bond Fund |
First 1B Next 4B Next 3B Next 2B Over 10B |
0.35 0.325 0.29 0.265 0.255 |
Short-Term Bond Fund |
First 1B Next 4B Next 3B Next 2B Over 10B |
0.35 0.325 0.29 0.265 0.255 |
Short-Term High Yield Bond Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.50 0.475 0.45 0.425 0.39 0.38 |
Short-Term Municipal Bond Fund |
First 1B Next 4B Next 3B Next 2B Over 10B |
0.35 0.325 0.29 0.265 0.255 |
Small Cap Opportunities Fund |
First 500M Next 500M Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B |
0.85 0.825 0.80 0.775 0.75 0.73 0.72 0.71 |
Small Cap Value Fund |
First 500M Next 500M Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B |
0.85 0.825 0.80 0.775 0.75 0.73 0.72 0.71 |
Small Company Growth Fund ± |
First 5B Next 5B Over 10B |
0.05 0.04 0.03 |
Small Company Value Fund ± |
First 5B Next 5B Over 10B |
0.05 0.04 0.03 |
Specialized Technology Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B |
0.88 0.875 0.85 0.825 0.80 0.79 0.78 |
Special Mid Cap Value Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B |
0.75 0.725 0.70 0.675 0.65 0.64 0.63 |
Special Small Cap Value Fund |
First 500M Next 500M Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B |
0.85 0.825 0.80 0.775 0.75 0.73 0.72 0.71 |
Strategic Income Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.525 0.50 0.475 0.45 0.415 0.405 |
Strategic Municipal Bond Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.40 0.375 0.35 0.325 0.29 0.28 |
Target Today Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2010 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2015 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2020 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2025 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2030 Fund
|
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2035 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2040 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2045 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2050 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2055 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Target 2060 Fund |
First 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Traditional Small Cap Growth Fund |
First 500M Next 500M Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B |
0.85 0.825 0.80 0.775 0.75 0.73 0.72 0.71 |
Treasury Plus Money Market Fund |
First 5B Next 5B Over 10B |
0.15 0.14 0.13 |
Ultra Short-Term Income Fund |
First 1B Next 4B Next 3B Next 2B Over 10B |
0.35 0.325 0.29 0.265 0.255 |
Ultra Short-Term Municipal Income Fund |
First 1B Next 4B Next 3B Next 2B Over 10B |
0.35 0.325 0.29 0.265 0.255 |
Utility and Telecommunications Fund |
First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B |
0.65 0.60 0.55 0.525 0.50 0.49 0.48 |
WealthBuilder Conservative Allocation Fund |
First 1B Next 4B Next 5B Over 10B |
0.25 0.225 0.19 0.18 |
WealthBuilder Equity Fund |
First 1B Next 4B Next 5B Over 10B |
0.25 0.225 0.19 0.18 |
WealthBuilder Growth Allocation Fund |
First 1B Next 4B Next 5B Over 10B |
0.25 0.225 0.19 0.18 |
WealthBuilder Growth Balanced Fund |
First 1B Next 4B Next 5B Over 10B |
0.25 0.225 0.19 0.18 |
WealthBuilder Moderate Balanced Fund |
First 1B Next 4B Next 5B Over 10B |
0.25 0.225 0.19 0.18 |
Wisconsin Tax-Free Fund |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.40 0.375 0.35 0.325 0.29 0.28 |
100% Treasury Money Market Fund |
First 1B Next 4B Next 5B Next 5B Next 10B Over 25B |
0.35 0.325 0.29 0.28 0.255 0.23 |
Schedule A amended: September 1, 2017
± As long as the Fundinvests all (or substantially all) of its assets in a single, registered, open-end management investment company in accordance with Section 12(d)(1)(E) under the 1940 Act, the Fund pays Funds Management an investment management fee for the Fund-level administrative services set forth in Section 2(b) of the Investment Management Agreement. At the time the Fund invests some of its assets in two or more registered, open-end management investment companies in accordance with Section 12(d)(1)(G) under the 1940 Act, the Fund shall pay Funds Management an investment management fee for combined asset allocation services and fund-level administrative services at the rates shown in the table that follows.
Dormant Investment Management Fee as % of Avg. Daily Net Asset Value |
|
First 5B Next 5B Over 10B |
0.30 0.29 0.28 |
The foregoing fee schedule is agreed to as of September 1, 2017 and shall remain in effect until changed in writing by the parties.
WELLS FARGO FUNDS TRUST
By:
Andrew Owen
President
WELLS FARGO FUNDS MANAGEMENT, LLC
By:
Paul Haast
Senior Vice President
1. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved an advisory fee change to the Core Plus Bond Fund. Effective January 1, 2018, the advisory fees will be: First 500M 0.45; Next 500M 0.425; Next 2B 0.40; Next 2B 0.375; Next 5B 0.34;
Over 10B 0.32
2. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
3. On May 17, 2017 the Board of Trustees of Wells Fargo Funds Trust approved an advisory fee change to the Government Securities Fund. Effective January 1, 2018, the advisory fees will be: First 500M 0.45; Next 500M 0.425; Next 2B 0.40; Next 2B 0.375; Next 5B 0.34; Over 10B 0.32
APPENDIX A
RULE 18f-3 MULTI-CLASS PLAN
WELLS FARGO FUNDS TRUST
Funds Trust Multi Class Funds and Share Classes |
Maximum Initial Sales Charge ^ |
Maximum CDSC ± , ^ |
Maximum 12b-1 Fee |
Maximum Shareholder Servicing Fee |
Absolute Return Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
5.75 None None None 2.50 None None |
None 1.00 None None None None None |
None 0.75 0.25 None None None None |
0.25 0.25 0.25 None 0.25 0.25 None |
Adjustable Rate Government Fund Class A Class C Administrator Class Institutional Class |
2.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Alternative Strategies Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Asia Pacific Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Asset Allocation Fund Class A Class C Class R Class T Administrator Class Institutional Class |
5.75 None None 2.50 None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 0.25 0.25 None |
C&B Large Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
C&B Mid Cap Value Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
California Limited-Term Tax-Free Fund Class A Class C Administrator Class Institutional Class |
2.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
California Tax-Free Fund Class A Class C Administrator Class Institutional Class |
4.50 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Capital Growth Fund Class A Class C Class R4 Class R6 Administrator Class Institutional Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 None None None None |
0.25 0.25 0.10 None 0.25 None |
Cash Investment Money Market Fund Administrator Class Institutional Class Select Class Service Class |
None None None None |
None None None None |
None None None None |
0.10 None None 0.25 |
Colorado Tax-Free Fund Class A Class C Administrator Class Institutional Class |
4.50 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Common Stock Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Conservative Income Fund Institutional Class |
None |
None |
None |
None |
Core Bond Fund Class A Class C Class R Class R4 Class R6 Class T Administrator Class Institutional Class |
4.50 None None None None 2.50 None None |
None 1.00 None None None None None None |
None 0.75 0.25 None None None None None |
0.25 0.25 0.25 0.10 None 0.25 0.25 None |
Core Plus Bond Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
4.50 None None 2.50 None None |
None 1.00 None None None None |
None 0.75 None None None None |
0.25 0.25 None 0.25 0.25 None |
Disciplined U.S. Core Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
5.75 None None None 2.50 None None |
None 1.00 None None None None None |
None 0.75 0.25 None None None None |
0.25 0.25 0.25 None 0.25 0.25 None |
Discovery Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Diversified Capital Builder Fund Class A Class C Class T Administrator Class Institutional Class |
5.75 None 2.50 None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 0.25 0.25 None |
Diversified Equity Fund Class A Class C Administrator Class |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 0.25 |
Diversified Income Builder Fund Class A Class C Class T Administrator Class Institutional Class |
5.75 None 2.50 None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 0.25 0.25 None |
Diversified International Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 None 0.25 None |
Dynamic Target Today Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2015 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2020 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2025 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2030 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2035 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2040 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2045 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2050 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2055 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Dynamic Target 2060 Fund Class A Class C Class R Class R4 Class R6 |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.10 None |
Emerging Growth Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Emerging Markets Equity Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
5.75 None None 2.50 None None |
None 1.00 None None None None |
None 0.75 None None None None |
0.25 0.25 None 0.25 0.25 None |
Emerging Markets Equity Income Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
5.75 None None None 2.50 None None |
None 1.00 None None None None None |
None 0.75 0.25 None None None None |
0.25 0.25 0.25 None 0.25 0.25 None |
Endeavor Select Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Enterprise Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Global Long/Short Fund 1 Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Global Small Cap Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Government Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class Sweep Class |
None None None None None None |
None None None None None None |
None None None None None 0.35 |
0.25 0.10 None None 0.25 0.25 |
Government Securities Fund Class A Class C Administrator Class Institutional Class |
4.50 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Growth Balanced Fund Class A Class C Administrator Class |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 0.25 |
Growth Fund Class A Class C Class R6 Class T Administrator Class Institutional Class |
5.75 None None 2.50 None None |
None 1.00 None None None None |
None 0.75 None None None None |
0.25 0.25 None 0.25 0.25 None |
Heritage Money Market Fund Administrator Class Institutional Class Select Class Service Class |
None None None None |
None None None None |
None None None None |
0.10 None None 0.25 |
High Yield Bond Fund Class A Class C Class T Administrator Class Institutional Class |
4.50 None 2.50 None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 0.25 0.25 None |
High Yield Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
4.50 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Index Asset Allocation Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Index Fund Class A Class C Administrator Class |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 0.10 |
Intermediate Tax/AMT-Free Fund Class A Class C Administrator Class Institutional Class |
3.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
International Bond Fund Class A Class C Class R6 Administrator Class Institutional Class |
4.50 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
International Equity Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
5.75 None None None 2.50 None None |
None 1.00 None None None None None |
None 0.75 0.25 None None None None |
0.25 0.25 0.25 None 0.25 0.25 None |
International Value Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Intrinsic Small Cap Value Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Intrinsic Value Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class |
5.75 None None None None None None |
None 1.00 None None None None None |
None 0.75 0.25 None None None None |
0.25 0.25 0.25 0.10 None 0.25 None |
Intrinsic World Equity Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Large Cap Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 None 0.25 None |
Large Cap Growth Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class |
5.75 None None None None None None |
None 1.00 None None None None None |
None 0.75 0.25 None None None None |
0.25 0.25 0.25 0.10 None 0.25 None |
Large Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Low Volatility U.S. Equity Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 None 0.25 None |
Minnesota Tax-Free Fund Class A Class C Administrator Class Institutional Class |
4.50 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Moderate Balanced Fund Class A Class C Administrator Class |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 0.25 |
Money Market Fund Class A Class C Premier Class Service Class |
None None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 None 0.25 |
Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
4.50 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Municipal Cash Management Money Market Fund Administrator Class Institutional Class Service Class |
None None None |
None None None |
None None None |
0.10 None 0.25 |
National Tax-Free Money Market Fund Class A Administrator Class Premier Class Service Class |
None None None None |
None None None None |
None None None None |
0.25 0.10 None 0.25 |
North Carolina Tax-Free Fund Class A Class C Institutional Class |
4.50 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
Omega Growth Fund Class A Class C Class R Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 0.25 None None |
0.25 0.25 0.25 0.25 None |
Opportunity Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Pennsylvania Tax-Free Fund Class A Class C Institutional Class |
4.50 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
Precious Metals Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Premier Large Company Growth Fund Class A Class C Class R4 Class R6 Class T Administrator Class Institutional Class |
5.75 None None None 2.50 None None |
None 1.00 None None None None None |
None 0.75 None None None None None |
0.25 0.25 0.10 None 0.25 0.25 None |
Real Return Fund Class A Class C Class R6 Administrator Class Institutional Class |
4.50 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Short Duration Government Bond Fund Class A Class C Class R6 Administrator Class Institutional Class |
2.00 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None\ |
Short-Term Bond Fund Class A Class C Institutional Class |
2.00 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
Short-Term High Yield Bond Fund Class A Class C Class T Administrator Class Institutional Class |
3.00 None 2.50 None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 0.25 0.25 None |
Short-Term Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
2.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Small Cap Core Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Small Cap Opportunities Fund Class R6 Administrator Class Institutional Class |
None None None |
None None None |
None None None |
None 0.25 None |
Small Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Small Company Growth Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Small Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
5.75 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
Specialized Technology Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Special Mid Cap Value Fund Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
5.75 None None None 2.50 None None |
None 1.00 None None None None None |
None 0.75 0.25 None None None None |
0.25 0.25 0.25 None 0.25 0.25 None |
Special Small Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 None 0.25 None |
Strategic Income Fund Class A Class C Administrator Class Institutional Class |
4.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Strategic Municipal Bond Fund Class A Class C Administrator Class Institutional Class |
4.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Target Today Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 0.10 None 0.25 |
Target 2010 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 0.10 None 0.25 |
Target 2015 Fund Class A Class R Class R4 Class R6 Administrator Class |
5.75 None None None None |
None None None None None |
None 0.25 None None None |
0.25 0.25 0.10 None 0.25 |
Target 2020 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 0.10 None 0.25 |
Target 2025 Fund Class A Class R Class R4 Class R6 Administrator Class |
5.75 None None None None |
None None None None None |
None 0.25 None None None |
0.25 0.25 0.10 None 0.25 |
Target 2030 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 0.10 None 0.25 |
Target 2035 Fund Class A Class R Class R4 Class R6 Administrator Class |
5.75 None None None None |
None None None None None |
None 0.25 None None None |
0.25 0.25 0.10 None 0.25 |
Target 2040 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 0.10 None 0.25 |
Target 2045 Fund Class A Class R Class R4 Class R6 Administrator Class |
5.75 None None None None |
None None None None None |
None 0.25 None None None |
0.25 0.25 0.10 None 0.25 |
Target 2050 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 0.10 None 0.25 |
Target 2055 Fund Class A Class R Class R4 Class R6 Administrator Class |
5.75 None None None None |
None None None None None |
None 0.25 None None None |
0.25 0.25 0.10 None 0.25 |
Target 2060 Fund Class A Class C Class R Class R4 Class R6 Administrator Class |
5.75 None None None None None |
None 1.00 None None None None |
None 0.75 0.25 None None None |
0.25 0.25 0.25 0.10 None 0.25 |
Traditional Small Cap Growth Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Treasury Plus Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class |
None None None None None |
None None None None None |
None None None None 0.35 |
0.25 0.10 None 0.25 0.25 |
Ultra Short-Term Income Fund Class A Class C Administrator Class Institutional Class |
2.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Ultra Short-Term Municipal Income Fund Class A Class C Administrator Class Institutional Class |
2.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Utility and Telecommunications Fund Class A Class C Administrator Class Institutional Class |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
Wealthbuilder Conservative Allocation Fund Class A Class C |
5.75 None |
None 1.00 |
None 0.75 |
0.25 0.25 |
WealthBuilder Equity Fund Class A Class C |
5.75 None |
None 1.00 |
None 0.75 |
0.25 0.25 |
Wealthbuilder Growth Allocation Fund Class A Class C |
5.75 None |
None 1.00 |
None 0.75 |
0.25 0.25 |
WealthBuilder Growth Balanced Fund Class A Class C |
5.75 None |
None 1.00 |
None 0.75 |
0.25 0.25 |
WealthBuilder Moderate Balanced Fund Class A Class C |
5.75 None |
None 1.00 |
None 0.75 |
0.25 0.25 |
Wisconsin Tax-Free Fund Class A Class C Institutional Class |
4.50 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
100% Treasury Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class |
None None None None None |
None None None None None |
None None None None 0.35 |
0.25 0.10 None 0.25 0.25 |
Appendix A amended: August 16, 2017
± Class A shares that are purchased at NAV in amounts of $1,000,000 or more have no initial sales charge and will be assessed a 1.00% CDSC if they are redeemed within eighteen months from the date of purchase, unless the dealer of record waives its commission (except for those Funds identified in the table as having Class A shares that are not subject to any CDSC). Class A shares purchased at NAV in amounts of less than $1,000,000 have an initial sales charge and will not be assessed a CDSC.
Class A shares for the, Intermediate Tax/AMT-Free Fund and Short-Term Municipal Bond Fund that are purchased at NAV in amounts of $1,000,000 will be assessed a 0.50% if they are redeemed within eighteen months from the date of purchase, unless the dealer of record waives its commission. Effective November 1, 2012, Class A shares for the Intermediate Tax/AMT-Free Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.50% CDSC if the shares are redeemed within 12 months of purchase. In addition,
Class A shares for the Short-Term High Yield Bond Fund that are purchased at NAV in amounts of $500,000 will be assessed a 0.40% if they are redeemed within twelve months from the date of purchase, unless the dealer of record waives its commission. Effective November 1, 2012, Class A shares for the Short-Term High Yield Bond Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.50% CDSC if the shares are redeemed within 12 months of purchase.
Class A shares for the Adjustable Rate Government Fund, California Limited-Term Tax-Free Fund, Short Duration Government Bond Fund and Short-Term Bond Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.40% if they are redeemed within twelve months from the date of purchase, unless the dealer of record waives its commission.
^ Front-end sales load waivers and/or discounts with respect to Class A, Class B, Class C and/or Class T and waivers of contingent deferred sales charge (“CDSC”) waivers with respect to Class A, Class B, Class C may be made available only to customers of a specific financial intermediary selling shares of a Fund (“Intermediary”) or to shareholders purchasing through an Intermediary platform or account, in each case, as disclosed in a Fund’s Prospectus.
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
APPENDIX B
Multi-Class Funds and Classes |
Class-Level Administration Fee |
|
|||||
|
Multi-Class Non-Money Market/Non-Fixed Income Funds and Classes (other than Asset Allocation Fund) |
|
|||||
|
Class A, Class C, Class R and Class T |
0.21% |
|||||
|
Administrator Class |
0.13% |
|||||
|
Institutional Class and Class R4 |
0.13% |
|||||
|
Class R4 |
0.08% |
|||||
|
Class R6 |
0.03% |
|||||
|
Absolute Return Fund |
|
|||||
|
Class A, Class C, Class R and Class T |
0.21% |
|||||
|
Administrator Class |
0.13% |
|||||
|
Institutional Class |
0.13% |
|||||
|
Class R6 |
0.03% |
|||||
|
Asset Allocation Fund |
|
|||||
|
Class A, Class C, Class R and Class T |
0.21% |
|||||
|
Administrator Class |
0.13% |
|||||
|
Institutional Class |
0.13% |
|||||
|
Multi-Class Fixed Income Funds and Classes (Non-Money Market Funds) |
|
|||||
|
Class A, Class C, Class R and Class T |
0.16% |
|
||||
|
Administrator Class |
0.10% |
|
||||
|
Institutional Class and Class R4 |
0.08% |
|
||||
|
Class R6 |
0.03% |
|
||||
|
Multi-Class Money Market Funds and Classes |
|
|||||
Class A and Class C |
0.22% |
|
|||||
Administrator Class |
0.10% |
|
|||||
Premier Class |
0.08% |
|
|||||
Institutional Class |
0.08% |
|
|||||
Select Class |
0.04% |
|
|||||
Service Class |
0.12% |
|
|||||
Sweep Class |
0.03% |
|
Appendix B amended: August 16, 2017
FOURTEENTH AMENDMENT TO
This Thirteenth Amendment to Securities Lending Agency Agreement (“Amendment”) is entered into as of August 16, 2017 by and among Wells Fargo Income Opportunities Fund, Wells Fargo Multi-Sector Income Fund and Wells Fargo Utilities and High Income Fund, Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Variable Trust (the “Trusts” and each a “Trust”), on behalf of their funds now existing or hereafter created (the “Funds”), and Goldman Sachs Bank USA, doing business as Goldman Sachs Agency Lending ("GSAL").
WHEREAS , the parties entered into an Securities Lending Agency Agreement dated April 1, 2010 (the “Agreement”); and
WHEREAS , each of the Funds listed on Appendix A to the Agreement retained the services of GSAL to act as its agent in lending securities from time to time held in the Custody Account to certain borrowers, on the terms and conditions set forth in the Agreement; and
WHEREAS, the parties herein wish to amend the Agreement, specifically, Appendix A to the Agreement, so that each of the Funds identified in this Amendment may also retain the services of GSAL to act as its agent on the terms and conditions set forth in the Agreement; and
NOW, THEREFORE , in consideration of the promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
Amendments . The Agreement is hereby amended as follows:
Appendix A – The following Funds are added to the list of Funds of Wells Fargo Funds Trust and portfolios of Wells Fargo Master Trust in Appendix A to the Agreement:
Wells Fargo Funds Trust
Emerging Markets Bond Fund
Factor Enhanced Emerging Markets Fund
Factor Enhanced International Fund
Factor Enhanced Large Cap Fund
Factor Enhanced Small Cap Fund
High Yield Corporate Bond Fund
International Government Bond Fund
U.S. Core Bond Fund
Wells Fargo Master Trust
Bloomberg Barclays US Aggregate ex-Corporate Portfolio
Emerging Markets Bond Portfolio
Factor Enhanced Emerging Markets Portfolio
Factor Enhanced International Portfolio
Factor Enhanced Large Cap Portfolio
Factor Enhanced Small Cap Portfolio
High Yield Corporate Bond Portfolio
International Government Bond Portfolio
Investment Grade Corporate Bond Portfolio
Strategic Retirement Bond Portfolio
U.S. REIT Portfolio
Appendix A – The following Portfolios were removed from Wells Fargo Master Trust in Appendix A to the Agreement:
Wells Fargo Master Trust
Diversified Fixed Income Portfolio
Equity Income Portfolio
Total Return Bond Portfolio
Appendix A – Effective April 1, 2017 the name of the Global Opportunities Fund changed to Global Small Cap Fund of Wells Fargo Funds Trust.
2. Recitals Incorporated; Definitions .
The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
3. Appendices, Schedules and Exhibits Incorporated .
All appendices and schedules referenced in this Amendment are incorporated herein.
Continuing Provisions of the Agreement .
Except as otherwise specifically set forth in this Amendment, all other terms of the Agreement shall remain unchanged and continue in full force and effect.
Counterpart Signatures .
This Amendment may be executed in any number of counterpart signatures with the same effect as if the parties had all signed the same document. All counterpart signatures shall be construed together and shall constitute one agreement.
IN WITNESS WHEREOF, the parties have caused this Fourteenth Amendment to be executed and delivered as of the date first above written.
WELLS FARGO INCOME OPPORTUNITIES FUND
WELLS FARGO MULTI-SECTOR INCOME FUND,
each on behalf of itself as a Lender listed on Appendix A as amended from time to time
By____________________________
Name: Jeremy DePalma
Title: Treasurer
WELLS FARGO UTILITIES AND HIGH INCOME FUND
By____________________________
Name: Jeremy DePalma
Title: Assistant Treasurer
WELLS FARGO FUNDS TRUST
WELLS FARGO MASTER TRUST
WELLS FARGO VARIABLE TRUST,
each on behalf of their respective Lenders listed on Appendix A as amended from time to time
By____________________________
By____________________________
APPENDIX A
LENDERS
As of August 16, 2017
WELLS FARGO FUNDS TRUST
WELLS FARGO MASTER TRUST
WELLS FARGO VARIABLE TRUST
WELLS FARGO INCOME OPPORTUNITIES FUND
WELLS FARGO MULTI-SECTOR INCOME FUND
WELLS FARGO UTILITIES AND HIGH INCOME FUND
Wells Fargo Funds Trust
Asia Pacific Fund
Asset Allocation Fund
Capital Growth Fund
C&B Mid Cap Value Fund
Common Stock Fund
Conservative Income Fund
Core Plus Bond Fund
Disciplined U.S. Core Fund
Discovery Fund
Diversified Capital Builder Fund
Diversified Income Builder Fund
Diversified International Fund
Emerging Markets Bond Fund
Emerging Markets Equity Fund
Endeavor Select Fund
Enterprise Fund
Factor Enhanced Emerging Markets Fund
Factor Enhanced International Fund
Factor Enhanced Large Cap Fund
Factor Enhanced Small Cap Fund
Global Small Cap Fund
Growth Fund
High Yield Bond Fund
High Yield Corporate Bond Fund
High Yield Municipal Bond Fund
International Bond Fund
International Equity Fund
International Government Bond Fund 1
Intrinsic Value Fund
Intrinsic World Equity Fund
Large Cap Core Fund
Large Cap Growth Fund
Large Company Value Fund
Low Volatility U.S. Equity Fund
Mid Cap Disciplined Fund
Omega Growth Fund
Opportunity Fund
Precious Metals Fund
Premier Large Company Growth Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Small Cap Disciplined Fund
Small Cap Core Fund
Small Cap Opportunities Fund
Special Small Cap Value Fund
Specialized Technology Fund
Strategic Income Fund
Traditional Small Cap Growth Fund
Ultra Short-Term Income Fund
U.S. Core Bond Fund
Utility and Telecommunications Fund
Wells Fargo Master Trust
Bloomberg Barclays US Aggregate ex-Corporate Portfolio
C&B Large Cap Value Portfolio
Core Bond Portfolio
Diversified Large Cap Growth Portfolio
Emerging Growth Portfolio
Emerging Markets Bond Portfolio
Factor Enhanced Emerging Markets Portfolio
Factor Enhanced International Portfolio
Factor Enhanced Large Cap Portfolio
Factor Enhanced Small Cap Portfolio
High Yield Corporate Bond Portfolio
Index Portfolio
International Government Bond Portfolio
International Growth Portfolio
International Value Portfolio
Investment Grade Corporate Bond Portfolio
Managed Fixed Income Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Stable Income Portfolio
Strategic Retirement Bond Portfolio
U.S. REIT Portfolio
Wells Fargo Variable Trust
VT Discovery Fund
VT Index Asset Allocation Fund
VT International Equity Fund
VT Omega Growth Fund
VT Opportunity Fund
VT Small Cap Growth Fund
Wells Fargo Income Opportunities Fund
Wells Fargo Multi-Sector Income Fund
Wells Fargo Utilities and High Income Fund
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the International Government Bond Fund, effective on or about November 1, 2017.
APPENDIX A
SHAREHOLDER SERVICING PLAN
WELLS FARGO FUNDS TRUST
Funds Trust Funds and Share Classes * |
Maximum Shareholder Servicing Fee |
Absolute Return Fund Class A Class C Class R Class T Administrator Class |
0.25 0.25 0.25 0.25 |
Adjustable Rate Government Fund Class A Class C Administrator Class |
0.25 0.25 |
Alternative Strategies Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Asia Pacific Fund Class A Class C Administrator Class |
0.25 0.25 |
Asset Allocation Fund Class A Class C Class R Class T Administrator Class |
0.25 0.25 0.25 0.25 |
C&B Large Cap Value Fund Class A Class C Administrator Class |
0.25 0.25 |
C&B Mid Cap Value Fund Class A Class C Administrator Class |
0.25 0.25 |
California Limited-Term Tax-Free Fund Class A Class C Administrator Class |
0.25 0.25 |
California Tax-Free Fund Class A Class C Administrator Class |
0.25 0.25 |
Capital Growth Fund Class A Class C Class R4 Administrator Class |
0.25 0.25 0.10 0.25 |
Cash Investment Money Market Fund Administrator Class Service Class |
0.10 0.25 |
Colorado Tax-Free Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Common Stock Fund Class A Class C Administrator Class |
0.25 |
Core Bond Fund Class A Class C Class R Class R4 Class T Administrator Class |
0.25 0.25 0.25 0.10 0.25 0.25 |
Core Plus Bond Fund Class A Class C Class T Administrator Class |
0.25 0.25 0.25 0.25 |
Disciplined U.S. Core Fund Class A Class C Class R Class T Administrator Class |
0.25 0.25 0.25 0.25 0.25 |
Discovery Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Diversified Capital Builder Fund Class A Class C Class T Administrator Class |
0.25 0.25 0.25 0.25 |
Diversified Equity Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Diversified Income Builder Fund Class A Class C Class T Administrator Class |
0.25 0.25 0.25 0.25 |
Diversified International Fund Class A Class C Class R Administrator Class |
0.25 0.25 |
Dynamic Target Today Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2015 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2020 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2025 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2030 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2035 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2040 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2045 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2050 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2055 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Dynamic Target 2060 Fund Class A Class C Class R Class R4 |
0.25 0.25 0.25 0.10 |
Emerging Growth Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Emerging Markets Equity Fund Class A Class C Class T Administrator Class |
0.25 0.25 0.25 0.25 |
Emerging Markets Equity Income Fund Class A Class C Class R Class T Administrator Class |
0.25 0.25 0.25 0.25 0.25 |
Endeavor Select Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Enterprise Fund Class A Class C Administrator Class |
0.25 0.25 |
Global Long/Short Fund 1 Class A Class C Administrator Class |
0.25 0.25 0.25 |
Global Small Cap Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Government Money Market Fund Class A Administrator Class Service Class Sweep Class |
0.25 0.10 0.25 0.25 |
Government Securities Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Growth Balanced Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Growth Fund Class A Class C Class T Administrator Class |
0.25 0.25 0.25 0.25 |
Heritage Money Market Fund Administrator Class Service Class |
0.10 0.25 |
High Yield Bond Fund Class A Class C Class T Administrator Class |
0.25 0.25 0.25 0.25 |
High Yield Municipal Bond Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Index Asset Allocation Fund Class A Class C Administrator Class |
0.25 0.25 |
Index Fund Class A Class C Administrator Class |
0.25 0.25 0.10 |
Intermediate Tax/AMT-Free Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
International Bond Fund Class A Class C Administrator Class |
0.25 |
International Equity Fund Class A Class C Class R Class T Administrator Class |
0.25 0.25 0.25 |
International Value Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Intrinsic Value Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.10 0.25 |
Intrinsic Small Cap Value Fund Class A Class C Administrator Class |
0.25 0.25 |
Intrinsic World Equity Fund Class A Class C Administrator Class |
0.25 0.25 |
Large Cap Core Fund Class A Class C Class R Administrator Class |
0.25 0.25 0.25 0.25 |
Large Cap Growth Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Large Company Value Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Low Volatility U.S. Equity Fund Class A Class C Class R Administrator Class |
0.25 0.25 |
Minnesota Tax-Free Fund Class A Class C Administrator Class |
0.25 |
Moderate Balanced Fund Class A Class C Administrator Class |
0.25 |
Money Market Fund Class A Class C Service Class |
0.25 |
Municipal Bond Fund Class A Class C Administrator Class |
0.25 0.25 |
Municipal Cash Management Money Market Fund Administrator Class Service Class |
0.10 0.25 |
National Tax-Free Money Market Fund Class A Administrator Class Service Class |
0.25 0.10 0.25 |
North Carolina Tax-Free Fund Class A Class C |
0.25 |
Omega Growth Fund Class A Class C Class R Administrator Class |
0.25 0.25 0.25 |
Opportunity Fund Class A Class C Administrator Class |
0.25 0.25 |
Pennsylvania Tax-Free Fund Class A Class C |
0.25 |
Precious Metals Fund Class A Class C Administrator Class |
0.25 0.25 |
Premier Large Company Growth Fund Class A Class C Class R4 Class T Administrator Class |
0.25 0.10 0.25 0.25 |
Real Return Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Short Duration Government Bond Fund Class A Class C Administrator Class |
0.25 0.25 |
Short-Term Bond Fund Class A Class C |
0.25 |
Short-Term High Yield Bond Fund Class A Class C Class T Administrator Class |
0.25 0.25 0.25 |
Short-Term Municipal Bond Fund Class A Class C Administrator Class |
0.25 0.25 |
Small Cap Core Fund Class A Class C Administrator Class |
0.25 0.25 |
Small Cap Opportunities Fund Administrator Class |
0.25 |
Small Cap Value Fund Class A Class C Administrator Class |
0.25 0.25 |
Small Company Growth Fund Class A Class C Administrator Class |
0.25 0.25 |
Small Company Value Fund Class A Class C Administrator Class |
0.25 0.25 |
Special Mid Cap Value Fund Class A Class C Class R Class T Administrator Class |
0.25 0.25 0.25 0.25 |
Special Small Cap Value Fund Class A Class C Class R Administrator Class |
0.25 0.25 0.25 0.25 |
Specialized Technology Fund Class A Class C Administrator Class |
0.25
0.25 |
Strategic Income Fund Class A Class C Administrator Class |
0.25
|
Strategic Municipal Bond Fund Class A Class C Administrator Class |
0.25
0.25 |
Target Today Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Target 2010 Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Target 2015 Fund Class A Class R Class R4 Administrator Class |
0.25 0.25 0.10 0.25 |
Target 2020 Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Target 2025 Fund Class A Class R Class R4 Administrator Class |
0.25 0.25 0.10 0.25 |
Target 2030 Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Target 2035 Fund Class A Class R Class R4 Administrator Class |
0.25 0.25 0.10 0.25 |
Target 2040 Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Target 2045 Fund Class A Class R Class R4 Administrator Class |
0.25 0.25 0.10 0.25 |
Target 2050 Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Target 2055 Fund Class A Class R Class R4 Administrator Class |
0.25 0.25 0.10 0.25 |
Target 2060 Fund Class A Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Traditional Small Cap Growth Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Treasury Plus Money Market Fund Class A Administrator Class Service Class Sweep Class |
0.25 0.10 0.25 0.25 |
Ultra Short-Term Income Fund Class A Class C Administrator Class |
0.25 0.25 |
Ultra Short-Term Municipal Income Fund Class A Class C Administrator Class |
0.25 0.25 |
Utility & Telecommunications Fund Class A Class C Administrator Class |
0.25 0.25 |
WealthBuilder Conservative Allocation Fund Class A Class C |
0.25 0.25 |
WealthBuilder Equity Fund Class A Class C |
0.25 0.25 |
WealthBuilder Growth Allocation Fund Class A Class C |
0.25 0.25 |
WealthBuilder Growth Balanced Fund Class A Class C |
0.25 0.25 |
WealthBuilder Moderate Balanced Fund Class A Class C |
0.25 0.25 |
Wisconsin Tax-Free Fund Class A Class C |
0.25 |
100% Treasury Money Market Fund Class A Administrator Class Service Class Sweep Class |
0.25 0.10 0.25 0.25 |
Fees payable to a Servicing Agent are expressed as a percentage of the average daily net asset value of the shares of the specified class of the particular Fund beneficially owned by or attributable to clients of the Servicing Agent.
Appendix A amended: August 16, 2017
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
The foregoing fee schedule is agreed to as of August 16, 2017 and shall remain in effect until changed in writing by the parties.
WELLS FARGO FUNDS TRUST
By: _____________________________________
Andrew Owen
President
WELLS FARGO FUNDS MANAGEMENT, LLC
By: _____________________________________
Paul Haast
Senior Vice President
SCHEDULE I
SHAREHOLDER SERVICING AGREEMENT
WELLS FARGO FUNDS TRUST
100% Treasury Money Market Fund
Absolute Return Fund
Adjustable Rate Government Fund
Alternative Strategies Fund
Asia Pacific Fund
Asset Allocation Fund
C&B Large Cap Value Fund
C&B Mid Cap Value Fund
California Limited-Term Tax-Free Fund
California Tax-Free Fund
Capital Growth Fund
Cash Investment Money Market Fund
Colorado Tax-Free Fund
Common Stock Fund
Conservative Income Fund
Core Bond Fund
Core Plus Bond Fund
Disciplined U.S. Core Fund
Discovery Fund
Diversified Capital Builder Fund
Diversified Equity Fund
Diversified Income Builder Fund
Diversified International Fund
Dynamic Target Today Fund
Dynamic Target 2015 Fund
Dynamic Target 2020 Fund
Dynamic Target 2025 Fund
Dynamic Target 2030 Fund
Dynamic Target 2035 Fund
Dynamic Target 2040 Fund
Dynamic Target 2045 Fund
Dynamic Target 2050 Fund
Dynamic Target 2055 Fund
Dynamic Target 2060 Fund
Emerging Growth Fund
Emerging Markets Bond Fund
Emerging Markets Equity Fund
Emerging Markets Equity Income Fund
Endeavor Select Fund
Enterprise Fund
Factor Enhanced Emerging Markets Fund
Factor Enhanced International Fund
Factor Enhanced Large Cap Fund
Factor Enhanced Small Cap Fund
Global Long/Short Fund 1
Global Small Cap Fund
Government Money Market Fund
Government Securities Fund
Growth Fund
Growth Balanced Fund
Heritage Money Market Fund
High Yield Bond Fund
High Yield Corporate Bond Fund
High Yield Municipal Bond Fund
Index Asset Allocation Fund
Index Fund
Intermediate Tax/AMT-Free Fund
International Bond Fund
International Government Bond Fund 2
International Equity Fund
International Value Fund
Intrinsic Small Cap Value Fund
Intrinsic Value Fund
Intrinsic World Equity Fund
Large Cap Core Fund
Large Cap Growth Fund
Large Company Value Fund
Low Volatility U.S. Equity Fund
Managed Account CoreBuilder Shares Series M
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Municipal Bond Fund
Municipal Cash Management Money Market Fund
National Tax-Free Money Market Fund
North Carolina Tax-Free Fund
Omega Growth Fund
Opportunity Fund
Pennsylvania Tax-Free Fund
Precious Metals Fund
Premier Large Company Growth Fund
Real Return Fund
Short Duration Government Bond Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Small Cap Core Fund
Small Cap Opportunities Fund
Small Cap Value Fund
Small Company Growth Fund
Small Company Value Fund
Special Mid Cap Value Fund
Special Small Cap Value Fund
Specialized Technology Fund
Strategic Income Fund
Strategic Municipal Bond Fund
Target Today Fund
Target 2010 Fund
Target 2015 Fund
Target 2020 Fund
Target 2025 Fund
Target 2030 Fund
Target 2035 Fund
Target 2040 Fund
Target 2045 Fund
Target 2050 Fund
Target 2055 Fund
Target 2060 Fund
Traditional Small Cap Growth Fund
Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
U.S. Core Bond Fund
Utility and Telecommunications Fund
WealthBuilder Conservative Allocation Fund
WealthBuilder Equity Fund
WealthBuilder Growth Allocation Fund
WealthBuilder Growth Balanced Fund
WealthBuilder Moderate Balanced Fund
Wisconsin Tax-Free Fund
Schedule I amended: August 16, 2017
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
2. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the International Government Bond Fund, effective on or about November 1, 2017.
TRANSFER AGENCY AND SERVICE AGREEMENT
SCHEDULE A
List of Wells Fargo Funds
Wells Fargo Funds Trust
100% Treasury Money Market Fund
Absolute Return Fund
Adjustable Rate Government Fund
Alternative Strategies Fund
Asia Pacific Fund
Asset Allocation Fund
C&B Large Cap Value Fund
C&B Mid Cap Value Fund
California Limited-Term Tax-Free Fund
California Tax-Free Fund
Capital Growth Fund
Cash Investment Money Market Fund
Colorado Tax-Free Fund
Common Stock Fund
Conservative Income Fund
Core Bond Fund
Core Plus Bond Fund
Disciplined U.S. Core Fund
Discovery Fund
Diversified Capital Builder Fund
Diversified Equity Fund
Diversified Income Builder Fund
Diversified International Fund
Dynamic Target Today Fund
Dynamic Target 2015 Fund
Dynamic Target 2020 Fund
Dynamic Target 2025 Fund
Dynamic Target 2030 Fund
Dynamic Target 2035 Fund
Dynamic Target 2040 Fund
Dynamic Target 2045 Fund
Dynamic Target 2050 Fund
Dynamic Target 2055 Fund
Dynamic Target 2060 Fund
Emerging Growth Fund
Emerging Markets Bond Fund
Emerging Markets Equity Fund
Emerging Markets Equity Income Fund
Endeavor Select Fund
Enterprise Fund
Factor Enhanced Emerging Markets Fund
Factor Enhanced International Fund
Factor Enhanced Large Cap Fund
Factor Enhanced Small Cap Fund
Global Long/Short Fund1
Global Small Cap Fund
Government Money Market Fund
Government Securities Fund
Growth Fund
Growth Balanced Fund
Heritage Money Market Fund
High Yield Bond Fund
High Yield Corporate Bond Fund
High Yield Municipal Bond Fund
Index Asset Allocation Fund
Index Fund
Intermediate Tax/AMT-Free Fund
International Bond Fund
International Government Bond Fund2
International Equity Fund
International Value Fund
Intrinsic Small Cap Value Fund
Intrinsic Value Fund
Intrinsic World Equity Fund
Large Cap Core Fund
Large Cap Growth Fund
Large Company Value Fund
Low Volatility U.S. Equity Fund
Managed Account CoreBuilder Shares Series M
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Municipal Bond Fund
Municipal Cash Management Money Market Fund
National Tax-Free Money Market Fund
North Carolina Tax-Free Fund
Omega Growth Fund
Opportunity Fund
Pennsylvania Tax-Free Fund
Precious Metals Fund
Premier Large Company Growth Fund
Real Return Fund
Short Duration Government Bond Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Small Cap Core Fund
Small Cap Opportunities Fund
Small Cap Value Fund
Small Company Growth Fund
Small Company Value Fund
Special Mid Cap Value Fund
Special Small Cap Value Fund
Specialized Technology Fund
Strategic Income Fund
Strategic Municipal Bond Fund
Target Today Fund
Target 2010 Fund
Target 2015 Fund
Target 2020 Fund
Target 2025 Fund
Target 2030 Fund
Target 2035 Fund
Target 2040 Fund
Target 2045 Fund
Target 2050 Fund
Target 2055 Fund
Target 2060 Fund
Traditional Small Cap Growth Fund
Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
Utility & Telecommunications Fund
U.S. Core Bond Fund
WealthBuilder Conservative Allocation Fund
WealthBuilder Equity Fund
WealthBuilder Growth Allocation Fund
WealthBuilder Growth Balanced Fund
WealthBuilder Moderate Balanced Fund
Wisconsin Tax-Free Fund
Wells Fargo Variable Trust
VT Discovery Fund
VT Index Asset Allocation Fund
VT International Equity Fund
VT Omega Growth Fund
VT Opportunity Fund
VT Small Cap Growth Fund
Schedule A amended: August 16, 2017
The foregoing schedule is agreed to as of August 16, 2017 and shall remain in effect until changed in writing by the parties.
Each of the Trusts on Schedule A
BY: __________________________________
Jeremy DePalma
Treasurer
ATTEST:
________________________________
BOSTON FINANCIAL DATA SERVICES, INC.
BY: _________________________________
ATTEST:
_______________________________
1. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the liquidation of the Global Long/Short Fund effective on or about October 27, 2017.
2. On August 16, 2017 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the International Government Bond Fund, effective on or about November 1, 2017.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders
Wells Fargo Funds Trust
We consent to the use of our report dated July 26, 2017, with respect to the financial statements of Wells Fargo Growth Balanced Fund and Wells Fargo Moderate Balanced Fund, two of the funds comprising the Wells Fargo Funds Trust, as of May 31, 2017, incorporated herein by reference and to the references to our firm under the headings “Financial Highlights” in the Prospectuses and “Independent Registered Public Accounting Firm” in the Statement of Additional Information.
/s/ KPMG LLP
Boston, Massachusetts
September 25, 2017