AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2018
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. 580 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 581 [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)
Alexander Kymn
Wells Fargo Funds Management, LLC
525 Market Street, 12th Floor
San Francisco, CA 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) |
|
|
immediately upon filing pursuant to paragraph (b) |
X |
on July 1, 2018 pursuant to paragraph (b) |
|
60 days after filing pursuant to paragraph (a)(1) |
|
on [ ] pursuant to paragraph (a)(1) |
|
75 days after filing pursuant to paragraph (a)(2) |
|
on [] pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following box: |
|
|
this post-effective amendment designates a new effective date for a previously filed post-effective amendment |
|
Explanatory Note: This Post-Effective Amendment No. 580 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 February 28, 2018, for the 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, Well Fargo International Government Bond Fund, and Wells Fargo U.S. Core Bond Fund, and to make certain other non-material changes to the Registration Statement.
WELLS FARGO FUNDS TRUST
PART A
WELLS FARGO FUNDS
PROSPECTUS
Prospectus
July 1, 2018
Fund
Class
Wells Fargo Emerging Markets Bond Fund
WBEMX
Wells Fargo Factor Enhanced Emerging Markets Fund
WEEMX
Wells Fargo Factor Enhanced International Fund
WINTX
Wells Fargo Factor Enhanced Large Cap Fund
WLECX
Wells Fargo Factor Enhanced Small Cap Fund
WFESX
Wells Fargo High Yield Corporate Bond Fund
WYCBX
Wells Fargo International Government Bond Fund
WIGBX
Wells Fargo U.S. Core Bond Fund
WUSBX
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
|
|
2 |
|
6 |
|
10 |
|
14 |
|
18 |
|
22 |
|
26 |
|
30 |
|
|
|
34 |
|
36 |
|
37 |
|
38 |
|
39 |
|
41 |
|
43 |
|
45 |
|
47 |
|
50 |
|
50 |
|
|
|
51 |
|
52 |
|
54 |
|
55 |
|
|
|
58 |
|
58 |
|
58 |
|
58 |
|
58 |
|
60 |
|
|
|
61 |
|
62 |
Emerging Markets Bond Fund Summary
The Fund seeks to replicate the total return of the J.P. Morgan EMBI Global Diversified Index (the "Index"), before fees and expenses.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees 1 |
0.25% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses 2 |
752.58% |
Total Annual Fund Operating Expenses |
752.83% |
Fee Waivers |
(752.83)% |
Total Annual Fund Operating Expenses After Fee Waivers 3 |
0.00% |
1. |
Includes the fees charged by the Manager for providing advisory services to the master portfolio in which the Fund invests substantially all of its assets. |
2. |
Includes other expenses allocated from the master portfolio in which the Fund invests. |
3. |
The Manager has contractually committed through June 30, 2019, 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 unaffiliated funds in which the master portfolio invests, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolio 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 |
After: |
|
1 Year |
$0 |
3 Years |
$0 |
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 18 % of the average value of its portfolio.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Emerging Markets Bond Portfolio (the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of fixed income securities issued by emerging market issuers designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in a broadly diversified collection of fixed income securities that, in the aggregate, approximates the Index in terms of key risk factors and other characteristics. The Index is designed to measure the performance of publicly issued U.S. dollar-denominated government bonds issued by governmental and quasi-governmental entities. The Index deviates from a traditional market capitalization weighting to provide more robust diversification across its constituent countries and rebalances monthly. The Index may be comprised of government bonds of any quality. To be considered for inclusion in the Index, these securities must have at least 2.5 years until maturity to be considered for inclusion and at least 1 year until maturity to remain in the Index.
The Master Portfolio may invest up to 20% of its assets in instruments that are not fixed income securities, but which the Master Portfolio's portfolio managers believe are highly correlated to the Index (such as futures and other derivatives) for the purpose of managing ongoing cash flows.
Rather than purchase every security in the Index, the Master Portfolio uses an optimization process which seeks to balance the replication of index performance with the minimization of security transaction costs. Using a stratified sampling technique, securities are selected and purchased in order to construct a portfolio that exhibits characteristics and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including income
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to replicate the performance of the Index may be affected by, among other things,
its sampling technique, transaction costs and shareholder purchases and redemptions. The Master Portfolio's portfolio managers
continually monitor the performance and composition of the Index and adjust the Master Portfolio's holdings as necessary to
reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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 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.
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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
Because the Fund does not have annual returns for at least one calendar year, there is no performance to report.
1. |
The sub-adviser and portfolio managers listed above are the sub-adviser and portfolio managers of the master portfolio in which the Fund invests substantially all of its assets. The Fund itself does not have a sub-adviser or portfolio managers. |
Purchase and Sale of Fund Shares
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.
Factor Enhanced Emerging Markets Fund Summary
The Fund seeks to replicate the total return of the Wells Fargo Factor Enhanced Emerging Markets Index (the "Index"), before fees and expenses.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 1 |
|
|
|
Management Fees 2 |
0.15% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses 3 |
728.35% |
Total Annual Fund Operating Expenses |
728.50% |
Fee Waivers |
(728.50)% |
Total Annual Fund Operating Expenses After Fee Waivers 4 |
0.00% |
1. |
Expenses have been adjusted as necessary from amounts incurred during the Fund's most recent fiscal year to reflect current fees and expenses. |
2. |
Includes the fees charged by the Manager for providing advisory services to the master portfolio in which the Fund invests substantially all of its assets. |
3. |
Includes other expenses allocated from the master portfolio in which the Fund invests. |
4. |
The Manager has contractually committed through June 30, 2019, 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 unaffiliated funds in which the master portfolio invests, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolio 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 |
After: |
|
1 Year |
$0 |
3 Years |
$0 |
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 79 % of the average value of its portfolio.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Factor Enhanced Emerging Markets Portfolio (the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity securities of emerging market issuers of any market capitalization designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in equity securities that are included in the Index or correlated with Index constituents for the purpose of market access. This rules-based proprietary index is designed to deliver exposure to common stocks of emerging market issuers (which are defined as constituents of the Wells Fargo Emerging Markets Equity Index), and is constructed to provide exposure to factors (or characteristics) that are commonly tied to a stock's potential for enhanced risk-adjusted returns relative to the market. Those factors include, but are not limited to, value, quality, momentum, size, and low volatility. The process to construct the Index begins with a reference index universe and systematically excludes constituents based on their expected contribution to projected risk and return of that overall universe. Each constituent's expected contribution to the overall risk and return of the universe is a function of that constituent's factor exposures and the volatility of each factor. The Index has approximately 1,200 constituents and is expected to rebalance quarterly.
The Master Portfolio may invest up to 20% of its assets in index futures for the purpose of managing ongoing cash flows or participation notes for the purpose of market access.
The Master Portfolio will generally attempt to fully replicate the Index. However it may, at the portfolio managers' discretion, rely on statistical sampling techniques to select securities in order to construct a portfolio that exhibits characteristics and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including dividends
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, transaction
costs, shareholder purchases and redemptions, sampling techniques (if used), and investments in index futures that track broad-based
market indexes. The Master Portfolio's portfolio managers continually monitor the performance and composition of the Index
and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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.
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 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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Participation Notes Risk . The performance results of participation notes, which are a type of derivative, will not replicate exactly the performance of the securities of the foreign companies or foreign securities markets that they seek to replicate due to various factors, including transaction and other expenses. The transaction price of participation notes may not equal the underlying value of the securities of the foreign companies or foreign securities markets whose performance they seek to replicate.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
Smaller Company Securities Risk. Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than those of larger companies.
Because the Fund does not have annual returns for at least one calendar year, there is no performance to report.
Manager |
Sub-Adviser |
Portfolio Manager, Title/Managed Since |
Wells Fargo Funds Management, LLC |
Analytic Investors, LLC 1 |
Dennis Bein, CFA,
Portfolio Manager / 2017
|
1. |
The sub-adviser and portfolio managers listed above are the sub-adviser and portfolio managers of the master portfolio in which the Fund invests substantially all of its assets. The Fund itself does not have a sub-adviser or portfolio managers. |
Purchase and Sale of Fund Shares
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.
Factor Enhanced International Fund Summary
The Fund seeks to replicate the total return of the Wells Fargo Factor Enhanced International Index (the "Index"), before fees and expenses.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees 1 |
0.15% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses 2 |
730.47% |
Total Annual Fund Operating Expenses |
730.62% |
Fee Waivers |
(730.62)% |
Total Annual Fund Operating Expenses After Fee Waivers 3 |
0.00% |
1. |
Includes the fees charged by the Manager for providing advisory services to the master portfolio in which the Fund invests substantially all of its assets. |
2. |
Includes other expenses allocated from the master portfolio in which the Fund invests. |
3. |
The Manager has contractually committed through June 30, 2019, 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 unaffiliated funds in which the master portfolio invests, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolio 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 |
After: |
|
1 Year |
$0 |
3 Years |
$0 |
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 44 % of the average value of its portfolio.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Factor Enhanced International Portfolio (the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity securities designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in the equity securities that are included in the Index or correlated with Index constituents for the purpose of market access. This rules-based proprietary index is designed to deliver exposure to equity securities of foreign issuers in developed markets (which are defined as constituents of the Wells Fargo Developed Markets Ex USA Equity Index), and is constructed to provide exposure to factors (or characteristics) that are commonly tied to a stock's potential for enhanced risk-adjusted returns relative to the market. Those factors include, but are not limited to value, quality, momentum, size, and low volatility. The process to construct the Index begins with a reference index universe and systematically excludes constituents based on their expected contribution to projected risk and return of that overall universe. Each constituent's expected contribution to the overall risk and return of the universe is a function of that constituent's factor exposures and the volatility of each factor. The Index has approximately 1,100 constituents and is expected to rebalance quarterly.
The Master Portfolio may invest up to 20% of its assets in index futures for the purpose of managing ongoing cash flows.
The Master Portfolio will generally attempt to fully replicate the Index. However it may, at the portfolio managers' discretion,
rely on statistical sampling techniques to select securities in order to construct a portfolio that exhibits characteristics
and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including dividends
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, transaction
costs, shareholder purchases and redemptions, sampling techniques (if used), and investments in index futures that track broad-based
market indexes. The Master Portfolio's portfolio managers continually monitor the performance and composition of the Index
and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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.
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.
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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
Because the Fund does not have annual returns for at least one calendar year, there is no performance to report.
Manager |
Sub-Adviser |
Portfolio Manager, Title/Managed Since |
Wells Fargo Funds Management, LLC |
Analytic Investors, LLC 1 |
Dennis Bein, CFA,
Portfolio Manager / 2017
|
1. |
The sub-adviser and portfolio managers listed above are the sub-adviser and portfolio managers of the master portfolio in which the Fund invests substantially all of its assets. The Fund itself does not have a sub-adviser or portfolio managers. |
Purchase and Sale of Fund Shares
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.
Factor Enhanced Large Cap Fund Summary
The Fund seeks to replicate the total return of the Wells Fargo Factor Enhanced Large Cap Index (the "Index"), before fees and expenses.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees 1 |
0.10% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses 2 |
718.60% |
Total Annual Fund Operating Expenses |
718.70% |
Fee Waivers |
(718.70)% |
Total Annual Fund Operating Expenses After Fee Waivers 3 |
0.00% |
1. |
Includes the fees charged by the Manager for providing advisory services to the master portfolio in which the Fund invests substantially all of its assets. |
2. |
Includes other expenses allocated from the master portfolio in which the Fund invests. |
3. |
The Manager has contractually committed through June 30, 2019, 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 unaffiliated funds in which the master portfolio invests, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolio 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 |
After: |
|
1 Year |
$0 |
3 Years |
$0 |
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 36 % of the average value of its portfolio.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Factor Enhanced Large Cap Portfolio (the "Master Portfolio), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity securities of large capitalization companies designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in equity securities that are included in the Index. This rules-based proprietary index is designed to deliver exposure to equity securities of large capitalization U.S. issuers (which are defined as constituents of the Wells Fargo Large Cap USA Equity Index, an index whose constituents had market capitalizations ranging from $2.226 billion to $923 billion as of May 31, 2018), and is constructed to provide exposure to factors (or characteristics) that are commonly tied to a stock's potential for enhanced risk-adjusted returns relative to the market. Those factors include, but are not limited to, value, quality, momentum, size, and low volatility. The process to construct the Index begins with a reference index universe and systematically excludes constituents based on their expected contribution to projected risk and return of that overall universe. Each constituent's expected contribution to the overall risk and return of the universe is a function of that constituent's factor exposures and the volatility of each factor. The Index has approximately 800 constituents and is expected to rebalance semi-annually.
The Master Portfolio may invest up to 20% of its assets in instruments not included in the Index, but which its portfolio managers believe are highly correlated to the Index (such as index futures) for the purpose of managing ongoing cash flows.
The Master Portfolio will generally attempt to fully replicate the Index. However it may, at the portfolio managers' discretion,
rely on statistical sampling techniques to select securities in order to construct a portfolio that exhibits characteristics
and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including dividends
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, transaction
costs, shareholder purchases and redemptions, sampling techniques (if used), and investments in index futures that may not
perfectly track the Index. The Master Portfolio's portfolio managers continually monitor the performance and composition of
the Index and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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.
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.
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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
Because the Fund does not have annual returns for at least one calendar year, there is no performance to report.
Manager |
Sub-Adviser |
Portfolio Manager, Title/Managed Since |
Wells Fargo Funds Management, LLC |
Analytic Investors, LLC 1 |
Dennis Bein, CFA,
Portfolio Manager / 2017
|
1. |
The sub-adviser and portfolio managers listed above are the sub-adviser and portfolio managers of the master portfolio in which the Fund invests substantially all of its assets. The Fund itself does not have a sub-adviser or portfolio managers. |
Purchase and Sale of Fund Shares
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.
Factor Enhanced Small Cap Fund Summary
The Fund seeks to replicate the total return of the Wells Fargo Factor Enhanced Small Cap Index (the "Index"), before fees and expenses.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 1 |
|
|
|
Management Fees 2 |
0.14% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses 3 |
717.17% |
Total Annual Fund Operating Expenses |
717.31% |
Fee Waivers |
(717.31)% |
Total Annual Fund Operating Expenses After Fee Waivers 4 |
0.00% |
1. |
Expenses have been adjusted as necessary from amounts incurred during the Fund's most recent fiscal year to reflect current fees and expenses. |
2. |
Includes the fees charged by the Manager for providing advisory services to the master portfolio in which the Fund invests substantially all of its assets. |
3. |
Includes other expenses allocated from the master portfolio in which the Fund invests. |
4. |
The Manager has contractually committed through June 30, 2019, 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 unaffiliated funds in which the master portfolio invests, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolio 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 |
After: |
|
1 Year |
$0 |
3 Years |
$0 |
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 44 % of the average value of its portfolio.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Factor Enhanced Small Cap Portfolio (the "Master Portfolio"), a master portfolio that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity securities of small capitalization companies designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in equity securities, including publicly traded real estate investment trusts ("REITs"), that are included in the Index. This rules-based proprietary index is designed to deliver exposure to equity securities of small capitalization U.S. issuers (which are defined as constituents of the Wells Fargo Small Cap USA Equity Index, an index whose constituents had market capitalizations ranging from approximately $113 million to $4.725 billion as of May 31, 2018), and is constructed to provide exposure to factors (or characteristics) that are commonly tied to a stock's potential for enhanced risk-adjusted returns relative to the market. Those factors include, but are not limited to, value, quality, momentum, size, and low volatility. The process to construct the Index begins with a reference index universe and systematically excludes constituents based on their expected contribution to projected risk and return of that overall universe. Each constituent's expected contribution to the overall risk and return of the universe is a function of that constituent's factor exposures and the volatility of each factor. The Index has approximately 1,600 constituents and is expected to rebalance semi-annually.
The Master Portfolio may invest up to 20% of its assets in instruments not included in the Index, but which its portfolio managers believe are highly correlated to the Index (such as index futures) for the purpose of managing ongoing cash flows.
The Master Portfolio will generally attempt to fully replicate the Index. However it may, at the portfolio managers' discretion,
rely on statistical sampling techniques to select securities in order to construct a portfolio that exhibits characteristics
and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including income
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, transaction
costs, shareholder purchases and redemptions, sampling techniques (if used), and investments in index futures that may not
perfectly track the Index. The Master Portfolio's portfolio managers continually monitor the performance and composition of
the Index and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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.
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.
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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Real Estate Securities Risk. Investments in real estate securities are subject to factors affecting the real estate industry and may fluctuate more than the value of a portfolio that consists of securities of companies in a broader range of industries. Factors affecting real estate values include the supply of real property in particular markets, overbuilding, changes in zoning laws, casualty or condemnation losses, delays in completion of construction, changes in real estate values, changes in operations costs and property taxes, levels of occupancy, adequacy of rent to cover operating costs, possible environmental liabilities, regulatory limitations on rent, fluctuations in rental income, increased competition and other risks related to local and regional market conditions. The value of real-estate related investments also may be affected by changes in interest rates, macroeconomic developments, and social and economic trends. For instance, during periods of declining interest rates, certain REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may reduce the yield on securities issued by those REITs. Some REITs have relatively small market capitalizations, which can tend to increase the volatility of the market price of their securities. REITs are subject to the risk of fluctuations in income from underlying real estate assets, their inability to manage effectively the cash flows generated by those assets, prepayments and defaults by borrowers, and their failure to qualify for the special tax treatment granted to REITs under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from investment company status under the 1940 Act.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
Smaller Company Securities Risk. Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than those of larger companies.
Because the Fund does not have annual returns for at least one calendar year, there is no performance to report.
Manager |
Sub-Adviser |
Portfolio Manager, Title/Managed Since |
Wells Fargo Funds Management, LLC |
Analytic Investors, LLC 1 |
Dennis Bein, CFA,
Portfolio Manager / 2017
|
1. |
The sub-adviser and portfolio managers listed above are the sub-adviser and portfolio managers of the master portfolio in which the Fund invests substantially all of its assets. The Fund itself does not have a sub-adviser or portfolio managers. |
Purchase and Sale of Fund Shares
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.
High Yield Corporate Bond Fund Summary
The Fund seeks to replicate the total return of the Wells Fargo U.S. High Yield Bond Index (the "Index"), before fees and expenses.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees 1 |
0.24% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses 2 |
760.88% |
Total Annual Fund Operating Expenses |
761.12% |
Fee Waivers |
(761.12)% |
Total Annual Fund Operating Expenses After Fee Waivers 3 |
0.00% |
1. |
Includes the fees charged by the Manager for providing advisory services to the master portfolio in which the Fund invests substantially all of its assets. |
2. |
Includes other expenses allocated from the master portfolio in which the Fund invests. |
3. |
The Manager has contractually committed through June 30, 2019, 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 unaffiliated funds in which the master portfolio invests, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolio 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 |
After: |
|
1 Year |
$0 |
3 Years |
$0 |
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 51 % of the average value of its portfolio.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo High Yield Corporate Bond Portfolio (the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of U.S. dollar denominated below investment grade fixed income securities issued by U.S. or foreign issuers designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in a broadly diversified collection of fixed income securities that, in the aggregate, approximates the Index, in terms of key risk factors and other characteristics. This rules-based proprietary Index is designed to measure the performance of publicly issued U.S. dollar denominated below investment grade corporate debt securities (often called "high yield" securities or "junk bonds") issued by U.S. or foreign issuers. The Index is constructed to provide increased diversification and liquidity versus traditional high yield bond indexes. Specifically, the Index first reweights the reference index universe of securities to limit concentration in the largest issuers and remove lower liquidity securities. The Index is then reweighted across size groupings to better align the yield and duration characteristics of the Index with the original reference index, while at the same time maintaining the greater diversification and increased liquidity achieved through the prior step. The Index includes publicly issued U.S. dollar denominated, non-investment grade, fixed rate, taxable corporate bonds that have a remaining maturity of at least one year, regardless of optionality, and are rated high yield (Ba1/BB+/BB+ or below) using the middle rating of Moody's, S&P and Fitch; when a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used. In cases where explicit bond level ratings may not be available, other sources may be used to classify securities by credit quality. The Index rebalances monthly.
The Master Portfolio may invest up to 20% of its assets in instruments that are not fixed income securities, but which its portfolio managers believe are highly correlated to the Index (such as futures and other derivatives) for the purpose of managing ongoing cash flows.
Rather than purchase every security in the Index, the Master Portfolio uses an optimization process which seeks to balance the replication of index performance with the minimization of security transaction costs. Using a stratified sampling technique, securities are selected and purchased in order to construct a portfolio that exhibits characteristics and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including income and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, its sampling technique, transaction costs and shareholder purchases and redemptions. The Master Portfolio's portfolio managers continually monitor the performance and composition of the Index and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the Index may or may not be concentrated in an industry at any particular time.
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.
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.
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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
Because the Fund does not have annual returns for at least one calendar year, there is no performance to report.
1. |
The sub-adviser and portfolio managers listed above are the sub-adviser and portfolio managers of the master portfolio in which the Fund invests substantially all of its assets. The Fund itself does not have a sub-adviser or portfolio managers. |
Purchase and Sale of Fund Shares
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.
International Government Bond Fund Summary
The Fund seeks to replicate the total return of the Wells Fargo International Government Bond Index (the "Index"), before fees and expenses.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees 1 |
0.25% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses 2 |
1,006.90% |
Total Annual Fund Operating Expenses |
1,007.15% |
Fee Waivers |
(1,007.15)% |
Total Annual Fund Operating Expenses After Fee Waivers 3 |
0.00% |
1. |
Includes the fees charged by the Manager for providing advisory services to the master portfolio in which the Fund invests substantially all of its assets. |
2. |
Includes other expenses allocated from the master portfolio in which the Fund invests. |
3. |
The Manager has contractually committed through June 30, 2019, 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 unaffiliated funds in which the master portfolio invests, and extraordinary expenses are excluded from the expense cap. All other acquired fund fees and expenses from the affiliated master portfolio 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 |
After: |
|
1 Year |
$0 |
3 Years |
$0 |
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 127 % of the average value of its portfolio.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo International Government Portfolio
(the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances,
at least 80% of its net assets in a portfolio of non-U.S. government fixed income securities designed to replicate the performance
of the Index.
The Master Portfolio generally invests its assets in a collection of fixed income securities that, in the aggregate, approximates
the Index in terms of key risk factors and other characteristics. This rules-based proprietary Index measures the performance
of non-U.S. developed market government bonds that have a remaining maturity of at least one year, regardless of optionality.
The Index is constructed to provide increased diversification and liquidity versus traditional developed market sovereign
bond indexes. Specifically, the Index selects and weights securities by evaluating securities in the reference index on a
country, currency and individual basis. The evaluation is intended to create a subset of the reference index by screening
securities based on current and consensus expected trends in market conditions, valuations and currency trends to arrive at
projections for yield curves (and hence bond returns) and currency returns. The screening process combined with return, volatility,
correlation and constraint analysis determines the final Index constituency. Securities in the Index may be issued by issuers
located in developed markets in the Americas, Europe, the Middle East and Africa, or the Asia-Pacific region. The Index rebalances
and reconstitutes quarterly. As of its most recent rebalancing, there were approximately 120 constituents included in the
Index. As of the same date, the securities in the Index had an effective duration of 6.30 years and a weighted average maturity
of 8.85 years.
The Master Portfolio may invest up to 20% of its assets in instruments that are not fixed income securities, but which the
Master Portfolio's portfolio managers believe are highly correlated to the Index (such as futures and other derivatives) for
the purpose of managing ongoing cash flows. Furthermore, in order to produce exposures that align with the Index, the Master
Portfolio's portfolio managers may purchase foreign currency on a spot or forward basis to gain or hedge currency exposure
and control risk.
Rather than purchase every security included in the Index, the Master Portfolio uses an optimization process which seeks
to balance the replication of index performance with the minimization of security transaction costs. Using a stratified sampling
technique, securities are selected and purchased in order to construct a portfolio that exhibits characteristics and performance
of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio units, including income
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, its
sampling technique, transaction costs and shareholder purchases and redemptions. The Master Portfolio's portfolio managers
continually monitor the performance and composition of the Index, and adjust the Master Portfolio's holdings as necessary
to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
The Master Portfolio is considered to be non-diversified.
Principal Investment Risks
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
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.
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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Non-Diversification Risk. A Fund that is considered "non-diversified" under the 1940 Act is more vulnerable to market or economic events impacting issuers of individual portfolio securities than a "diversified" fund. Default by the issuer of an individual security in such a Fund's portfolio may have a greater negative effect on the Fund's return or net asset value than it would on the return or net asset value of a "diversified" fund.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
Because the Fund does not have annual returns for at least one calendar year, there is no performance to report.
1. |
The sub-adviser and portfolio managers listed above are the sub-adviser and portfolio managers of the master portfolio in which the Fund invests substantially all of its assets. The Fund itself does not have a sub-adviser or portfolio managers. |
Purchase and Sale of Fund Shares
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.
U.S. Core Bond Fund Summary
The Fund of Funds seeks to replicate the total return of the Wells Fargo U.S. Core Bond Index (the "Index"), before fees and expenses.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.00% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
762.65% |
Acquired Fund Fees and Expenses |
0.06% |
Total Annual Fund Operating Expenses |
762.71% |
Fee Waivers |
(762.71)% |
Total Annual Fund Operating Expenses After Fee Waivers 1 |
0.00% |
1. |
The Manager has contractually committed through June 30, 2019, 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 unaffiliated 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, as well as the Fund's own acquired fund fees and expenses, 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 |
After: |
|
1 Year |
$0 |
3 Years |
$0 |
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 62 % of the average value of its portfolio.
Principal Investment Strategies
The Fund is a fund of funds that invests substantially all of its assets in two underlying portfolios, the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio and the Wells Fargo Investment Grade Corporate Bond Portfolio (each, an "Underlying Portfolio"). The Fund's allocation to the two Underlying Portfolios will mirror the percentage weighting of the non-corporate and corporate sectors of the Index and in combination, the Fund will attempt to track the performance, liquidity and diversification characteristics of the Index. The Fund will determine its percentage allocation to each Underlying Portfolio by the percentage allocation to non-corporate credit holdings within the Index. The Fund attempts to match that percentage via its holding in the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio and invests the remainder in the Wells Fargo Investment Grade Corporate Bond Portfolio.
The Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio invests in a broadly diversified collection of fixed income securities that, in the aggregate, approximates the Bloomberg Barclays US Aggregate ex-Corporate Index in terms of key risk factors and other characteristics. This custom index includes investment-grade U.S. Treasury bonds, government-related bonds, mortgage-backed pass-through securities, commercial mortgage-backed securities and asset-backed securities that are publicly offered for sale in the United States.
The Wells Fargo Investment Grade Corporate Bond Portfolio generally invests its assets in a broadly diversified collection of fixed income securities that, in the aggregate, approximates the Wells Fargo U.S. Investment Grade Corporate Bond Index. This rules-based proprietary index is designed to measure the performance of publicly issued U.S. dollar denominated investment grade, fixed rate corporate bonds that have a remaining maturity of at least one year, regardless of optionality. This proprietary index is constructed to provide increased diversification and liquidity versus traditional passive corporate credit indexes.
Investment grade is defined as a security being rated Baa3/BBB- or higher by at least two of the following ratings agencies: Moody's Investors Service, Inc., Fitch Inc., or Standard & Poor's Financial Services, LLC. If only two of the three agencies rate the security, both must be investment grade. If only one of the three agencies rates a security, the rating must be investment grade.
A precise duplication of the Index would mean that the net asset value ("NAV") of Fund shares, including income and capital
gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not feasible.
Our ability to track the performance of the index may be affected by, among other things, our sampling technique, transaction
costs and shareholder purchases and redemptions. We continually monitor the performance and composition of the indexes and
adjust the Fund's portfolio as necessary to reflect any changes to the Index.
Under normal circumstances, each Underlying Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the index it tracks is concentrated in such industry. The components of an index may change over time
and the index may or may not be concentrated in an industry at any particular time.
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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
Because the Fund does not have annual returns for at least one calendar year, there is no performance to report.
1. |
Portfolio manager of the Fund and of the Investment Grade Corporate Bond Portfolio. |
2. |
Portfolio manager of the Fund and of the Bloomberg Barclays US Aggregate Bond ex-Corporate Portfolio. |
3. |
Portfolio manager of the Fund and of the Bloomberg Barclays US Aggregate Bond ex-Corporate Portfolio and the Investment Grade Corporate Bond Portfolio. |
Purchase and Sale of Fund Shares
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.
Details About the Funds
Emerging Markets Bond Fund
The Fund seeks to replicate the total return of the J.P. Morgan EMBI Global Diversified Index (the "Index"), before fees and expenses.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Emerging Markets Bond Portfolio (the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of fixed income securities issued by emerging market issuers designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in a broadly diversified collection of fixed income securities that, in the aggregate, approximates the Index in terms of key risk factors and other characteristics. The Index is designed to measure the performance of publicly issued U.S. dollar-denominated government bonds issued by governmental and quasi-governmental entities. The Index deviates from a traditional market capitalization weighting to provide more robust diversification across its constituent countries and rebalances monthly. The Index may be comprised of government bonds of any quality. To be considered for inclusion in the Index, these securities must have at least 2.5 years until maturity to be considered for inclusion and at least 1 year until maturity to remain in the Index.
The Master Portfolio may invest up to 20% of its assets in instruments that are not fixed income securities, but which the Master Portfolio's portfolio managers believe are highly correlated to the Index (such as futures and other derivatives) for the purpose of managing ongoing cash flows.
Rather than purchase every security in the Index, the Master Portfolio uses an optimization process which seeks to balance the replication of index performance with the minimization of security transaction costs. Using a stratified sampling technique, securities are selected and purchased in order to construct a portfolio that exhibits characteristics and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including income
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to replicate the performance of the Index may be affected by, among other things,
its sampling technique, transaction costs and shareholder purchases and redemptions. The Master Portfolio's portfolio managers
continually monitor the performance and composition of the Index and adjust the Master Portfolio's holdings as necessary to
reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
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.
Factor Enhanced Emerging Markets Fund
The Fund seeks to replicate the total return of the Wells Fargo Factor Enhanced Emerging Markets Index (the "Index"), before fees and expenses.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Factor Enhanced Emerging Markets Portfolio (the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity securities of emerging market issuers of any market capitalization designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in equity securities that are included in the Index or correlated with Index constituents for the purpose of market access. This rules-based proprietary index is designed to deliver exposure to common stocks of emerging market issuers (which are defined as constituents of the Wells Fargo Emerging Markets Equity Index), and is constructed to provide exposure to factors (or characteristics) that are commonly tied to a stock's potential for enhanced risk-adjusted returns relative to the market. Those factors include, but are not limited to, value, quality, momentum, size, and low volatility. The process to construct the Index begins with a reference index universe and systematically excludes constituents based on their expected contribution to projected risk and return of that overall universe. Each constituent's expected contribution to the overall risk and return of the universe is a function of that constituent's factor exposures and the volatility of each factor. The Index has approximately 1,200 constituents and is expected to rebalance quarterly.
The Master Portfolio may invest up to 20% of its assets in index futures for the purpose of managing ongoing cash flows or participation notes for the purpose of market access.
The Master Portfolio will generally attempt to fully replicate the Index. However it may, at the portfolio managers' discretion, rely on statistical sampling techniques to select securities in order to construct a portfolio that exhibits characteristics and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including dividends
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, transaction
costs, shareholder purchases and redemptions, sampling techniques (if used), and investments in index futures that track broad-based
market indexes. The Master Portfolio's portfolio managers continually monitor the performance and composition of the Index
and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value and total return. These risks are described in the "Description of Principal Investment Risks" section.
Factor Enhanced International Fund
The Fund seeks to replicate the total return of the Wells Fargo Factor Enhanced International Index (the "Index"), before fees and expenses.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Factor Enhanced International Portfolio (the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity securities designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in the equity securities that are included in the Index or correlated with Index constituents for the purpose of market access. This rules-based proprietary index is designed to deliver exposure to equity securities of foreign issuers in developed markets (which are defined as constituents of the Wells Fargo Developed Markets Ex USA Equity Index), and is constructed to provide exposure to factors (or characteristics) that are commonly tied to a stock's potential for enhanced risk-adjusted returns relative to the market. Those factors include, but are not limited to value, quality, momentum, size, and low volatility. The process to construct the Index begins with a reference index universe and systematically excludes constituents based on their expected contribution to projected risk and return of that overall universe. Each constituent's expected contribution to the overall risk and return of the universe is a function of that constituent's factor exposures and the volatility of each factor. The Index has approximately 1,100 constituents and is expected to rebalance quarterly.
The Master Portfolio may invest up to 20% of its assets in index futures for the purpose of managing ongoing cash flows.
The Master Portfolio will generally attempt to fully replicate the Index. However it may, at the portfolio managers' discretion,
rely on statistical sampling techniques to select securities in order to construct a portfolio that exhibits characteristics
and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including dividends
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, transaction
costs, shareholder purchases and redemptions, sampling techniques (if used), and investments in index futures that track broad-based
market indexes. The Master Portfolio's portfolio managers continually monitor the performance and composition of the Index
and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Derivatives Risk
Foreign Investment Risk
Futures Contracts Risk
Index Tracking Risk
Industry Concentration Risk
|
Market Risk
New Fund Risk
Passive Management Risk
Regulatory Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value and total return. These risks are described in the "Description of Principal Investment Risks" section.
Factor Enhanced Large Cap Fund
The Fund seeks to replicate the total return of the Wells Fargo Factor Enhanced Large Cap Index (the "Index"), before fees and expenses.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Factor Enhanced Large Cap Portfolio (the "Master Portfolio), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity securities of large capitalization companies designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in equity securities that are included in the Index. This rules-based proprietary index is designed to deliver exposure to equity securities of large capitalization U.S. issuers (which are defined as constituents of the Wells Fargo Large Cap USA Equity Index, an index whose constituents had market capitalizations ranging from $2.226 billion to $923 billion as of May 31, 2018), and is constructed to provide exposure to factors (or characteristics) that are commonly tied to a stock's potential for enhanced risk-adjusted returns relative to the market. Those factors include, but are not limited to, value, quality, momentum, size, and low volatility. The process to construct the Index begins with a reference index universe and systematically excludes constituents based on their expected contribution to projected risk and return of that overall universe. Each constituent's expected contribution to the overall risk and return of the universe is a function of that constituent's factor exposures and the volatility of each factor. The Index has approximately 800 constituents and is expected to rebalance semi-annually.
The Master Portfolio may invest up to 20% of its assets in instruments not included in the Index, but which its portfolio managers believe are highly correlated to the Index (such as index futures) for the purpose of managing ongoing cash flows.
The Master Portfolio will generally attempt to fully replicate the Index. However it may, at the portfolio managers' discretion,
rely on statistical sampling techniques to select securities in order to construct a portfolio that exhibits characteristics
and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including dividends
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, transaction
costs, shareholder purchases and redemptions, sampling techniques (if used), and investments in index futures that may not
perfectly track the Index. The Master Portfolio's portfolio managers continually monitor the performance and composition of
the Index and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Derivatives Risk
Futures Contracts Risk
Index Tracking Risk
Industry Concentration Risk
|
Market Risk
New Fund Risk
Passive Management Risk
Regulatory Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value and total return. These risks are described in the "Description of Principal Investment Risks" section.
Factor Enhanced Small Cap Fund
The Fund seeks to replicate the total return of the Wells Fargo Factor Enhanced Small Cap Index (the "Index"), before fees and expenses.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo Factor Enhanced Small Cap Portfolio (the "Master Portfolio"), a master portfolio that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of equity securities of small capitalization companies designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in equity securities, including publicly traded real estate investment trusts ("REITs"), that are included in the Index. This rules-based proprietary index is designed to deliver exposure to equity securities of small capitalization U.S. issuers (which are defined as constituents of the Wells Fargo Small Cap USA Equity Index, an index whose constituents had market capitalizations ranging from approximately $113 million to $4.725 billion as of May 31, 2018), and is constructed to provide exposure to factors (or characteristics) that are commonly tied to a stock's potential for enhanced risk-adjusted returns relative to the market. Those factors include, but are not limited to, value, quality, momentum, size, and low volatility. The process to construct the Index begins with a reference index universe and systematically excludes constituents based on their expected contribution to projected risk and return of that overall universe. Each constituent's expected contribution to the overall risk and return of the universe is a function of that constituent's factor exposures and the volatility of each factor. The Index has approximately 1,600 constituents and is expected to rebalance semi-annually.
The Master Portfolio may invest up to 20% of its assets in instruments not included in the Index, but which its portfolio managers believe are highly correlated to the Index (such as index futures) for the purpose of managing ongoing cash flows.
The Master Portfolio will generally attempt to fully replicate the Index. However it may, at the portfolio managers' discretion,
rely on statistical sampling techniques to select securities in order to construct a portfolio that exhibits characteristics
and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including income
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, transaction
costs, shareholder purchases and redemptions, sampling techniques (if used), and investments in index futures that may not
perfectly track the Index. The Master Portfolio's portfolio managers continually monitor the performance and composition of
the Index and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
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. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value and total return. These risks are described in the "Description of Principal Investment Risks" section.
High Yield Corporate Bond Fund
The Fund seeks to replicate the total return of the Wells Fargo U.S. High Yield Bond Index (the "Index"), before fees and expenses.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo High Yield Corporate Bond Portfolio (the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances, at least 80% of its net assets in a diversified portfolio of U.S. dollar denominated below investment grade fixed income securities issued by U.S. or foreign issuers designed to replicate the performance of the Index.
The Master Portfolio generally invests its assets in a broadly diversified collection of fixed income securities that, in the aggregate, approximates the Index, in terms of key risk factors and other characteristics. This rules-based proprietary Index is designed to measure the performance of publicly issued U.S. dollar denominated below investment grade corporate debt securities (often called "high yield" securities or "junk bonds") issued by U.S. or foreign issuers. The Index is constructed to provide increased diversification and liquidity versus traditional high yield bond indexes. Specifically, the Index first reweights the reference index universe of securities to limit concentration in the largest issuers and remove lower liquidity securities. The Index is then reweighted across size groupings to better align the yield and duration characteristics of the Index with the original reference index, while at the same time maintaining the greater diversification and increased liquidity achieved through the prior step. The Index includes publicly issued U.S. dollar denominated, non-investment grade, fixed rate, taxable corporate bonds that have a remaining maturity of at least one year, regardless of optionality, and are rated high yield (Ba1/BB+/BB+ or below) using the middle rating of Moody's, S&P and Fitch; when a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used. In cases where explicit bond level ratings may not be available, other sources may be used to classify securities by credit quality. The Index rebalances monthly.
The Master Portfolio may invest up to 20% of its assets in instruments that are not fixed income securities, but which its portfolio managers believe are highly correlated to the Index (such as futures and other derivatives) for the purpose of managing ongoing cash flows.
Rather than purchase every security in the Index, the Master Portfolio uses an optimization process which seeks to balance the replication of index performance with the minimization of security transaction costs. Using a stratified sampling technique, securities are selected and purchased in order to construct a portfolio that exhibits characteristics and performance of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio shares, including income and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, its sampling technique, transaction costs and shareholder purchases and redemptions. The Master Portfolio's portfolio managers continually monitor the performance and composition of the Index and adjust the Master Portfolio's holdings as necessary to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the Index may or may not be concentrated in an industry at any particular time.
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. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
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.
International Government Bond Fund
The Fund seeks to replicate the total return of the Wells Fargo International Government Bond Index (the "Index"), before fees and expenses.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
The Fund is a feeder fund that invests substantially all of its assets in the Wells Fargo International Government Portfolio
(the "Master Portfolio"), a master portfolio with an identical investment objective that invests, under normal circumstances,
at least 80% of its net assets in a portfolio of non-U.S. government fixed income securities designed to replicate the performance
of the Index.
The Master Portfolio generally invests its assets in a collection of fixed income securities that, in the aggregate, approximates
the Index in terms of key risk factors and other characteristics. This rules-based proprietary Index measures the performance
of non-U.S. developed market government bonds that have a remaining maturity of at least one year, regardless of optionality.
The Index is constructed to provide increased diversification and liquidity versus traditional developed market sovereign
bond indexes. Specifically, the Index selects and weights securities by evaluating securities in the reference index on a
country, currency and individual basis. The evaluation is intended to create a subset of the reference index by screening
securities based on current and consensus expected trends in market conditions, valuations and currency trends to arrive at
projections for yield curves (and hence bond returns) and currency returns. The screening process combined with return, volatility,
correlation and constraint analysis determines the final Index constituency. Securities in the Index may be issued by issuers
located in developed markets in the Americas, Europe, the Middle East and Africa, or the Asia-Pacific region. The Index rebalances
and reconstitutes quarterly. As of its most recent rebalancing, there were approximately 120 constituents included in the
Index. As of the same date, the securities in the Index had an effective duration of 6.30 years and a weighted average maturity
of 8.85 years.
The Master Portfolio may invest up to 20% of its assets in instruments that are not fixed income securities, but which the
Master Portfolio's portfolio managers believe are highly correlated to the Index (such as futures and other derivatives) for
the purpose of managing ongoing cash flows. Furthermore, in order to produce exposures that align with the Index, the Master
Portfolio's portfolio managers may purchase foreign currency on a spot or forward basis to gain or hedge currency exposure
and control risk.
Rather than purchase every security included in the Index, the Master Portfolio uses an optimization process which seeks
to balance the replication of index performance with the minimization of security transaction costs. Using a stratified sampling
technique, securities are selected and purchased in order to construct a portfolio that exhibits characteristics and performance
of the Index, without incurring the transaction costs associated with purchasing every security in the Index.
A precise duplication of the Index would mean that the net asset value ("NAV") of Master Portfolio units, including income
and capital gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not
feasible. The Master Portfolio's ability to track the performance of the Index may be affected by, among other things, its
sampling technique, transaction costs and shareholder purchases and redemptions. The Master Portfolio's portfolio managers
continually monitor the performance and composition of the Index, and adjust the Master Portfolio's holdings as necessary
to reflect any changes to the Index.
Under normal circumstances, the Master Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the Index is concentrated in such industry. The components of the Index may change over time and the
Index may or may not be concentrated in an industry at any particular time.
The Master Portfolio is considered to be non-diversified.
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. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Credit Risk
Derivatives Risk
Foerign Currecny Contracts Risk
Foreign Investment Risk
Index Tracking Risk
Industry Concentration Risk
|
Interest Rate Risk
Market Risk
New Fund Risk
Non-Diversification Risk
Passive Management Risk
Regulatory 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.
U.S. Core Bond Fund
The Fund of Funds seeks to replicate the total return of the Wells Fargo U.S. Core Bond Index (the "Index"), before fees and expenses.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
The Fund is a fund of funds that invests substantially all of its assets in two underlying portfolios, the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio and the Wells Fargo Investment Grade Corporate Bond Portfolio (each, an "Underlying Portfolio"). The Fund's allocation to the two Underlying Portfolios will mirror the percentage weighting of the non-corporate and corporate sectors of the Index and in combination, the Fund will attempt to track the performance, liquidity and diversification characteristics of the Index. The Fund will determine its percentage allocation to each Underlying Portfolio by the percentage allocation to non-corporate credit holdings within the Index. The Fund attempts to match that percentage via its holding in the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio and invests the remainder in the Wells Fargo Investment Grade Corporate Bond Portfolio.
The Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio invests in a broadly diversified collection of fixed income securities that, in the aggregate, approximates the Bloomberg Barclays US Aggregate ex-Corporate Index in terms of key risk factors and other characteristics. This custom index includes investment-grade U.S. Treasury bonds, government-related bonds, mortgage-backed pass-through securities, commercial mortgage-backed securities and asset-backed securities that are publicly offered for sale in the United States.
The Wells Fargo Investment Grade Corporate Bond Portfolio generally invests its assets in a broadly diversified collection of fixed income securities that, in the aggregate, approximates the Wells Fargo U.S. Investment Grade Corporate Bond Index. This rules-based proprietary index is designed to measure the performance of publicly issued U.S. dollar denominated investment grade, fixed rate corporate bonds that have a remaining maturity of at least one year, regardless of optionality. This proprietary index is constructed to provide increased diversification and liquidity versus traditional passive corporate credit indexes.
Investment grade is defined as a security being rated Baa3/BBB- or higher by at least two of the following ratings agencies: Moody's Investors Service, Inc., Fitch Inc., or Standard & Poor's Financial Services, LLC. If only two of the three agencies rate the security, both must be investment grade. If only one of the three agencies rates a security, the rating must be investment grade.
A precise duplication of the Index would mean that the net asset value ("NAV") of Fund shares, including income and capital
gains, would increase or decrease in exact proportion to changes in the Index. Such an exact replication is not feasible.
Our ability to track the performance of the index may be affected by, among other things, our sampling technique, transaction
costs and shareholder purchases and redemptions. We continually monitor the performance and composition of the indexes and
adjust the Fund's portfolio as necessary to reflect any changes to the Index.
Under normal circumstances, each Underlying Portfolio is expected to concentrate its investments in an industry to approximately
the same extent that the index it tracks is concentrated in such industry. The components of an index may change over time
and the index may or may not be concentrated in an industry at any particular time.
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. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Credit Risk
Index Tracking Risk
Industry Concentration Risk
Interest Rate Risk
Market Risk
|
Mortgage- and Asset-Backed Securities Risk
New Fund Risk
Passive Management Risk
Regulatory Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
Description of Principal Investment Risks
Understanding the risks involved in mutual fund investing will help you make an informed decision that takes into account your risk tolerance and preferences. The 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 and indirectly, the principal risk factors for the master portfolio(s) in which the Fund invests, 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.
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.
Index Tracking Risk. A Fund may not achieve exact correlation between the performance of the Fund and the index it tracks due to factors such as transaction costs, shareholder purchases and redemptions and the timing of changes in the composition of the index. The Fund may invest in only a representative sample of the securities that comprise the index and may hold securities not included in the index, subjecting the Fund to increased tracking risk. Maintaining investments in securities regardless of market conditions or the investment merits of the securities in seeking to replicate an index's composition or performance could cause the Fund's returns to be lower than if the Fund employed an active strategy.
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.
Industry Concentration Risk. A Fund that concentrates its investments in an industry or group of industries is more vulnerable to adverse market, economic, regulatory, political or other developments affecting such industry or group of industries than a fund that invests its assets more broadly.
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.
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.
New Fund Risk. The Fund is a new fund, with a limited or no operating history and a small asset base. There can be no assurance that the Fund will grow to or maintain a viable size. Due to the Fund's small asset base, certain of the Fund's expenses and its portfolio transaction costs may be higher than those of a fund with a larger asset base. To the extent that the 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.
Non-Diversification Risk. A Fund that is considered "non-diversified" under the 1940 Act may invest a greater percentage of its assets in the securities of a single issuer than a fund that is considered "diversified" (a "diversified" investment company, with respect to 75% of its total assets, is not generally permitted to invest more than 5% of such assets in the securities of a single issuer or own more than 10% of an issuer's outstanding voting securities). A non-diversified fund is therefore more vulnerable to market or economic events impacting issuers of individual portfolio securities than a "diversified" fund. Default by the issuer of an individual security in such a Fund's portfolio may have a greater negative effect on the Fund's returns or net asset value than a similar default in a diversified portfolio. A non-diversified fund's performance may be disproportionately impacted by the performance of relatively few securities.
Participation Notes Risk. The performance results of participation notes, which are a type of derivative, will not replicate exactly the performance of the securities of the foreign companies or foreign securities markets that they seek to replicate due to various factors, including transaction and other expenses. The transaction price of participation notes may not equal the underlying value of the securities of the foreign companies or foreign securities markets whose performance they seek to replicate. Moreover, a Fund has no rights under a participation note against the issuer of the underlying security.
Passive Management Risk. A Fund that is managed with a passive investment strategy attempts to track the performance of an unmanaged index of securities, regardless of the current or projected performance of such index or of the actual securities included in the index. This differs from an actively managed fund, which typically seeks to outperform a benchmark index. As a result, the Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.
Real Estate Securities Risk. Investments in real estate securities are subject to factors affecting the real estate industry and may fluctuate more than the value of a portfolio that consists of securities of companies in a broader range of industries. Factors affecting real estate values include the supply of real property in particular markets, overbuilding, changes in zoning laws, casualty or condemnation losses, delays in completion of construction, changes in real estate values, changes in operations costs and property taxes, levels of occupancy, adequacy of rent to cover operating costs, possible environmental liabilities, regulatory limitations on rent, fluctuations in rental income, increased competition and other risks related to local and regional market conditions. The value of real-estate related investments also may be affected by changes in interest rates, macroeconomic developments, and social and economic trends. For instance, during periods of declining interest rates, certain REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may reduce the yield on securities issued by those REITs. Some REITs have relatively small market capitalizations, which can tend to increase the volatility of the market price of their securities. REITs are subject to the risk of fluctuations in income from underlying real estate assets, their inability to manage effectively the cash flows generated by those assets, prepayments and defaults by borrowers, and their failure to qualify for the special tax treatment granted to REITs under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from investment company status under the 1940 Act.
Regulatory Risk. 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 the Fund more than three years after the Fund's inception date (or such longer period as may be permitted by the Federal Reserve), 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, the Fund may decide to liquidate, 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 costs and adverse tax consequences.
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.
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.
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
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 a part of Wells Fargo Asset Management, the trade name used by the asset management businesses of Wells Fargo & Company.
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
its
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 oversee 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 will be available in the Fund's Semi-Annual report for the period ended August 31st .
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 |
Emerging Markets Bond Fund 1 |
0.24% |
Factor Enhanced Emerging Markets Fund 1 |
0.15% |
Factor Enhanced International Fund 1 |
0.15% |
Factor Enhanced Large Cap Fund 1 |
0.10% |
Factor Enhanced Small Cap Fund 1 |
0.16% |
High Yield Corporate Bond Fund 1 |
0.24% |
U.S. Core Bond Fund |
0.00% |
International Government Bond Fund 1 |
0.25% |
1. |
Reflects the fees charged by Funds Management for providing investment advisory services to the master portfolio in which the Fund invests substantially all of its assets. |
Further Information Regarding Expenses of the Funds and Compensation to the Investment Manager from Affiliates
The Funds do not pay management fees to Funds Management under the Funds' investment management agreement, and Funds Management has contractually committed for the period indicated in each Fund's Annual Fund Operating Expenses table to absorb and pay or reimburse most ordinary operating expenses of the Funds, including each Fund's share of the fees and expenses of the master portfolio(s) in which it invests. While Funds Management is thus not compensated directly for its services, Funds Management will, pursuant to an intercompany agreement, receive compensation in the form of revenue credits from an affiliate equal to the underlying master portfolio fees and expenses absorbed by Funds Management through its expense cap agreement, calculated on a monthly basis.
The Sub-Adviser and Portfolio Managers
The following sub-advisers and portfolio managers provide day-to-day portfolio management services to the master portfolios in which the Funds invest substantially all of their assets. In addition, as set forth below, the U.S. Core Bond Fund has a sub-adviser and portfolio managers at the Fund level who provide day-to-day portfolio management services to the Fund.These services include making purchases and sales of securities and other investment assets for the Funds, selecting broker-dealers, negotiating brokerage commission rates and maintaining portfolio transaction records. Each sub-adviser of a master portfolio is compensated for its services by Funds Management from the fees Funds Management receives for its services as investment adviser to the master portfolios. The sub-adviser of the U.S. Core Bond Fund does not receive a fee for its services. 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.
Analytic Investors, LLC ("Analytic") is a registered investment adviser located at 555 West Fifth Street, 50th Floor, Los Angeles, CA 90013. Analytic is a wholly-owned subsidiary of Wells Capital Management Incorporated and an indirect wholly-owned subsidiary of Wells Fargo & Company.
Dennis Bein, CFA
|
Mr. Bein joined Analytic in 1995, where he currently serves as a Chief Investment Officer and Portfolio Manager. |
Ryan Brown, CFA
|
Mr. Brown joined Analytic in 2007, where he currently serves as a Portfolio Manager. |
Harindra de Silva, Ph.D., CFA
|
Mr. de Silva joined Analytic in 1995, where he currently serves as President and Portfolio Manager. |
Monisha Jayakumar
|
Ms. Jayakumar joined Analytic in 2009, where she currently serves as a portfolio manager on the Analytic Investors Factor Enhanced team. |
David Krider, CFA
|
Mr. Krider joined Analytic in 2005, where he currently serves as Portfolio Manager. |
Wells Fargo Asset Management (International), LLC ("WFAM (International)"), is a registered investment adviser located at One Plantation Place, 30 Fenchurch Street, London, EC3M 3BD. WFAM International provides investment advisory services to banking or thrift institutions, investment companies, pension and profit sharing plans, corporations, and state or municipal government entities. WFAM International is a part of Wells Fargo Asset Management, the trade name used by the asset management businesses of Wells Fargo & Company.
Michael Lee
|
Mr. Lee joined Wells Fargo Asset Management (International) or one of its predecessors in 1992, where he currently serves as a Director of Trading and Senior Portfolio Manager. |
Tony Norris
|
Mr. Norris joined Wells Fargo Asset Management (International) in 1992, where he currently serves as Managing Director, co-chair of the investment committee, and Senior Portfolio Manager. |
Alex Perrin
|
Mr. Perrin joined Wells Fargo Asset Management (International) or one of its predecessors in 1992, where he currently serves Co-Chair of the investment committee and Senior Portfolio Manager. |
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. Wells Capital Management is a part of Wells Fargo Asset Management, the trade name used by the asset management businesses of Wells Fargo & Company.
Mark Clegg, CFA
|
Mr. Clegg joined Wells Capital Management or one of its predecessor firms in 2006, where he currently serves as a Portfolio Manager and trader. |
Christopher Y. Kauffman, CFA
|
Mr. Kauffman joined Wells Capital Management or one of its affiliate firms in 2003, where he currently serves as a Senior Portfolio Manager. |
Thomas M. Price, CFA
|
Mr. Price joined Wells Capital or one of its predecessor firms in 1996, where he currently serves as a Managing Director and Senior Portfolio Manager specializing in taxable high yield securities. |
Janet S. Rilling, CFA, CPA
|
Ms. Rilling joined Wells Capital Management or one of its predecessor firms in 1995, where she currently serves as lead of WFAM Multi-Sector Fixed Income- Plus team and a Senior Portfolio Manager and specializes in investment-grade corporate debt securities. |
Michael J. Schueller, CFA
|
Mr. Schueller joined Wells Capital Management or one of its predecessor firms in 2000, where he currently serves as a Portfolio Manager and Senior Research Analyst specializing in high-yield securities. |
Michal Stanczyk
|
Mr. Stanczyk joined Wells Capital Management or one of its predecessor firms in 2007, where he currently serves as a Portfolio Manager and Research Analyst. |
Noah Wise
|
Mr. Wise joined Wells Capital Management or one of its predecessor firms in 2008, where he currently serves as a Portfolio Manager in the Fixed Income team. He was a Research Analyst prior to becoming a Portfolio Manager in 2013. |
Multi-Manager Arrangement
The Funds and Funds Management have obtained an exemptive order from the SEC that permits Funds Management, subject to Board approval, to select certain sub-advisers and enter into or amend sub-advisory agreements with them, without obtaining shareholder approval. The SEC order extends to sub-advisers that are not otherwise affiliated with Funds Management or the Funds , as well as sub-advisers that are wholly-owned subsidiaries of Funds Management or of a company that wholly owns Funds Management ("Multi-Manager Sub-Advisers").
Pursuant to the order, Funds Management, with Board approval, may hire or replace Multi-Manager Sub-Advisers for each Fund that is eligible to rely on the order. Funds Management, subject to Board oversight, has the responsibility to oversee Multi-Manager Sub-Advisers and to recommend their hiring, termination and replacement. If a new sub-adviser is hired for a Fund pursuant to the order, the Fund is required to notify shareholders within 90 days. The Funds are not required to disclose the individual fees that Funds Management pays to a Multi-Manager Sub-Adviser.
Index Providers
The Wells Fargo Securities Strategic Indexing Group, a division of Wells Fargo Securities, LLC, an affiliate of Funds Management,
Wells Capital Management, WFAM (International) and Analytic, and an indirect wholly-owned subsidiary of Wells Fargo & Company,
serves as index provider for the Wells Fargo Factor Enhanced Large Cap Index, Wells Fargo Factor Enhanced Small Cap Index,
Wells Fargo Factor Enhanced International Index, Wells Fargo Factor Enhanced Emerging Markets Index, Wells Fargo International
Government Bond Index, Wells Fargo U.S. Core Bond Index, Wells Fargo U.S. Investment Grade Corporate Bond Index, and Wells
Fargo U.S. High Yield Bond Index.
Barclays Risk Analytics and Index Solutions Limited, an unaffiliated third-party service provider, serves as index provider
for the Bloomberg Barclays U.S. Aggregate ex-Corporate Credit Index.
J.P. Morgan Securities, LLC, an unaffiliated third-party service provider, serves as index provider for the J.P. Morgan EMBI
Global Diversified Index.
For additional information about the underlying indexes and index providers, see the "Index Providers" in the SAI.
BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS® is a trademark and service mark of Barclays
Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited ("BISL")
(collectively, "Bloomberg"), or Bloomberg's licensors own all proprietary rights in the "Bloomberg Barclays US Aggregate ex-Corporate
IndexSM."
Neither Barclays Bank PLC, Barclays Capital Inc., nor any affiliate (collectively "Barclays") nor Bloomberg is the issuer
or producer of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio and neither Bloomberg nor Barclays has
any responsibilities, obligations or duties to investors in the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio.
The Bloomberg Barclays US Aggregate ex-Corporate Index is licensed for use by Wells Fargo Funds Management, LLC as the investment
adviser of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio. The only relationship of Bloomberg and
Barclays with Wells Fargo Funds Management, LLC in respect of the Bloomberg Barclays US Aggregate ex-Corporate Index is the
licensing of the Bloomberg Barclays US Aggregate ex-Corporate Index, which is determined, composed and calculated by BISL,
or any successor thereto, without regard to Wells Fargo Funds Management, LLC or the Wells Fargo Bloomberg Barclays US Aggregate
ex-Corporate Portfolio or the shareholders of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio.
Additionally, Wells Fargo Funds Management, LLC may for itself execute transaction(s) with Barclays in or relating to the Bloomberg Barclays US Aggregate ex-Corporate Index in connection with the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio. Investors acquire the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio from Wells Fargo Funds Distributor, LLC and investors neither acquire any interest in the Bloomberg Barclays US Aggregate ex-Corporate Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio. The Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied, regarding the advisability of investing in the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio or the advisability of investing in securities generally or the ability of the Bloomberg Barclays US Aggregate ex-Corporate Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for or has participated in the determination of the timing of, prices at, or quantities of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of Wells Fargo Funds Management, LLC or the shareholders of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio or any other third party into consideration in determining, composing or calculating the Bloomberg Barclays US Aggregate ex-Corporate Index . Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio.
The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the shareholders of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio, investors or other third parties. In addition, the licensing agreement between Wells Fargo Funds Management, LLC and Bloomberg is solely for the benefit of Wells Fargo Funds Management, LLC and Bloomberg and not for the benefit of the shareholders of the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate Portfolio, investors or other third parties.
NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS US AGGREGATE EX-CORPORATE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS US AGGREGATE EX-CORPORATE INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS US AGGREGATE EX-CORPORATE INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS US AGGREGATE EX-CORPORATE INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS US AGGREGATE EX-CORPORATE INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS US AGGREGATE EX-CORPORATE INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH, RESULTING FROM THE USE OF THE BLOOMBERG BARCLAYS US AGGREGATE EX-CORPORATE INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE WELLS FARGO BLOOMBERG BARCLAYS US AGGREGATE EX-CORPORATE PORTFOLIO.
None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank PLC. Barclays Bank PLC is registered in England No. 1026167, registered office 1 Churchill Place London E14 5HP.
Wells Fargo & Company, Wells Fargo Securities, LLC and their subsidiaries and affiliates (collectively, "Wells Fargo") make no representation or warranty, express or implied, to the investors in the Wells Fargo Factor Enhanced Emerging Markets Fund, the Wells Fargo Factor Enhanced International Fund, the Wells Fargo Factor Enhanced Large Cap Fund, the Wells Fargo Factor Enhanced Small Cap Fund, the Wells Fargo High Yield Corporate Bond Fund, the Wells Fargo International Government Bond Fund, the Wells Fargo U.S. Core Bond Fund or the Wells Fargo Investment Grade Corporate Bond Portfolio (the "Products") or any member of the public regarding the advisability of investing in securities generally or in these Products particularly or the ability of any data supplied by Wells Fargo or any of the Wells Fargo Factor Enhanced Large Cap Index, Wells Fargo Factor Enhanced Small Cap Index, Wells Fargo Factor Enhanced International Index, Wells Fargo Factor Enhanced Emerging Markets Index, Wells Fargo International Government Bond Index, Wells Fargo U.S. Core Bond Index, Wells Fargo U.S. Investment Grade Corporate Bond Index or Wells Fargo U.S. High Yield Bond Index (each an "Index") to track financial instruments comprising an Index or any trading market. Wells Fargo licenses to Wells Fargo Funds Management, LLC certain trademarks and trade names of Wells Fargo and the data supplied by Wells Fargo that is determined, composed and calculated by Wells Fargo or a third party index calculator, without regard to these Products or their common shares. Wells Fargo has no obligation to take the needs of Wells Fargo Funds Management, LLC or the Products into consideration when determining, composing or calculating the data.
WELLS FARGO DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY INDEX DATA OR OTHER INFORMATION OR DATA SUPPLIED BY IT OR ANY DATA INCLUDED THEREIN. WELLS FARGO MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY WELLS FARGO FUNDS MANAGEMENT, LLC OR THE PRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF AN INDEX OR THE PRODUCTS OR OF OTHER DATA SUPPLIED BY WELLS FARGO OR ANY DATA INCLUDED THEREIN. WELLS FARGO MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO AN INDEX OR OTHER DATA SUPPLIED BY WELLS FARGO OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL WELLS FARGO HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
THE INDEX CALCULATION AGENT IS NOT AFFILIATED WITH WELLS FARGO FUNDS MANAGEMENT, LLC OR WELLS FARGO AND DOES NOT APPROVE, ENDORSE, REVIEW OR RECOMMEND WELLS FARGO, WELLS FARGO FUNDS MANAGEMENT, LLC OR THE PRODUCTS.
The Products are based on the Indexes and the values of such Indexes are derived from sources deemed reliable, but the Index Calculation Agent and its suppliers do not guarantee the correctness or completeness of the Indexes, their values or other information furnished in connection with the Indexes.
THE INDEX CALCULATION AGENT MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY ANY PERSON OR ENTITY FROM THE USE OF THE INDEXES, TRADING BASED ON THE INDEXES, OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE TRADING OF THE PRODUCTS, OR FOR ANY OTHER USE. WELLS FARGO AND THE INDEX CALCULATION AGENT MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN.
Account Information
Share Class Eligibility
Shares of the Fund are available exclusively through certain managed advisory programs offered by an intermediary with whom
we have a special or distinct agreement to offer these Fund shares (an "Eligible Intermediary"). Eligible Intermediaries may
charge fees in connection with participation in such programs. Please consult your Eligible Intermediary for information regarding
fees.
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.
Share Class Features
The table below summarizes the key features of the share class offered through this Prospectus.
Front-End Sales Charge |
None |
|
Contingent Deferred Sales Charge (CDSC) |
None |
|
Ongoing Distribution (12b-1) Fees |
None |
Compensation to Financial Professionals and Intermediaries
No compensation is paid to intermediaries from Fund assets on sales of Fund shares or for related services. Fund shares do not carry sales commissions or pay Rule 12b-1 fees, or make payments to intermediaries to assist in, or in connection with, the sale of Fund shares. Neither the manager, the distributor nor their affiliates make any type of administrative or service payments to intermediaries in connection with investments in the Fund.
Buying and Selling Fund Shares
The Funds do not impose any minimum investment requirements. However, the Eligible Intermediaries through which the Funds
are offered typically impose minimum investment requirements.
Shares of a Fund may be purchased or redeemed only at the direction of an Eligible Intermediary. Purchase and redemption
orders are based on instructions received from the Eligible Intermediary and are processed at the NAV next calculated after
the Fund receives the order.
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.
Distributions
The Factor Enhanced Emerging Markets Fund, the Factor Enhanced International Fund, the Factor Enhanced Large Cap Fund and the Factor Enhanced Small Cap Fund generally make distributions of any net investment income annually, while the Emerging Markets Bond Fund and International Government Bond Fund generally make such distributions semi-annually and the High Yield Corporate Bond Fund and the U.S. Core Bond Fund generally make such distributions monthly. Each Fund generally makes distributions of any realized net capital gains at least annually. Please note, distributions have the effect of reducing the NAV per share by the amount distributed. Please contact your Eligible Intermediary for distribution options. You are eligible to earn distributions beginning on the business day after the Fund receives your purchase request from your Eligible Intermediary.
Other Information
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 37% 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 21%. However, 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.
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 February 28 |
|
|
2018 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.26 |
|
Net realized and unrealized gains (losses) on investments |
|
(0.23 |
) |
Total from investment operations |
|
0.03 |
|
Distribution to shareholders from |
|
|
|
Net investment income |
|
(0.23 |
) |
Net asset value, end of period |
$ |
9.80 |
|
Total return 2 |
|
0.29 |
% |
Ratios to average net assets (annualized) |
|
|
|
Gross expenses 3 |
|
752.83 |
% 4 |
Net expenses |
|
0.00 |
% 4 |
Net investment income |
|
4.55 |
% |
Supplemental data |
|
|
|
Portfolio turnover rate 5 |
|
18 |
% |
Net assets, end of period (000s omitted) |
$ |
10 |
|
1. |
For the period from August 3, 2017 (commencement of operations) to February 28, 2018 |
2. |
Returns for periods of less than one year are not annualized. |
3. |
The Funds incurred expenses typical of funds with similar structures and strategies. Since the Funds were not open to public investment during the period since each Fund's commencement of operations and the only investment has been the initial seed capital investment, the gross expenses are higher than the typical operation of the Funds. These expenses were waived by the manager. |
4. |
Ratios include net expenses allocated from the affiliated Master Portfolio(s), which are waived by the manager. These amounts
were as follows:
|
5. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio(s) by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
Factor Enhanced Emerging Markets Fund
For a share outstanding throughout each period
|
|
Year ended February 28 |
|
|
2018 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.11 |
|
Net realized and unrealized gains (losses) on investments |
|
0.71 |
|
Total from investment operations |
|
0.82 |
|
Distribution to shareholders from |
|
|
|
Net investment income |
|
(0.07 |
) |
Net asset value, end of period |
$ |
10.75 |
|
Total return 2 |
|
8.25 |
% |
Ratios to average net assets (annualized) |
|
|
|
Gross expenses 3 |
|
728.50 |
% 4 |
Net expenses |
|
0.00 |
% 4 |
Net investment income |
|
1.80 |
% |
Supplemental data |
|
|
|
Portfolio turnover rate 5 |
|
79 |
% |
Net assets, end of period (000s omitted) |
$ |
11 |
|
1. |
For the period from August 3, 2017 (commencement of operations) to February 28, 2018 |
2. |
Returns for periods of less than one year are not annualized. |
3. |
The Funds incurred expenses typical of funds with similar structures and strategies. Since the Funds were not open to public investment during the period since each Fund's commencement of operations and the only investment has been the initial seed capital investment, the gross expenses are higher than the typical operation of the Funds. These expenses were waived by the manager. |
4. |
Ratios include net expenses allocated from the affiliated Master Portfolio(s), which are waived by the manager. These amounts
were as follows:
|
5. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio(s) by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
Factor Enhanced International Fund
For a share outstanding throughout each period
|
|
Year ended February 28 |
|
|
2018 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.12 |
|
Net realized and unrealized gains (losses) on investments |
|
0.39 |
|
Total from investment operations |
|
0.51 |
|
Distribution to shareholders from |
|
|
|
Net investment income |
|
(0.05 |
) |
Net asset value, end of period |
$ |
10.46 |
|
Total return 2 |
|
5.09 |
% |
Ratios to average net assets (annualized) |
|
|
|
Gross expenses 3 |
|
730.62 |
% 4 |
Net expenses |
|
0.00 |
% 4 |
Net investment income |
|
1.94 |
% |
Supplemental data |
|
|
|
Portfolio turnover rate 5 |
|
44 |
% |
Net assets, end of period (000s omitted) |
$ |
10 |
|
1. |
For the period from August 3, 2017 (commencement of operations) to February 28, 2018 |
2. |
Returns for periods of less than one year are not annualized. |
3. |
The Funds incurred expenses typical of funds with similar structures and strategies. Since the Funds were not open to public investment during the period since each Fund's commencement of operations and the only investment has been the initial seed capital investment, the gross expenses are higher than the typical operation of the Funds. These expenses were waived by the manager. |
4. |
Ratios include net expenses allocated from the affiliated Master Portfolio(s), which are waived by the manager. These amounts
were as follows:
Year ended February 28, 2018 0.20%
|
5. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio(s) by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
Factor Enhanced Large Cap Fund
For a share outstanding throughout each period
|
|
Year ended February 28 |
|
|
2018 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.12 |
|
Net realized and unrealized gains (losses) on investments |
|
0.78 |
|
Total from investment operations |
|
0.90 |
|
Distribution to shareholders from |
|
|
|
Net investment income |
|
(0.06 |
) |
Net asset value, end of period |
$ |
10.84 |
|
Total return 2 |
|
8.96 |
% |
Ratios to average net assets (annualized) |
|
|
|
Gross expenses 3 |
|
718.70 |
% 4 |
Net expenses |
|
0.00 |
% 4 |
Net investment income |
|
2.06 |
% |
Supplemental data |
|
|
|
Portfolio turnover rate 5 |
|
36 |
% |
Net assets, end of period (000s omitted) |
$ |
11 |
|
1. |
For the period from August 3, 2017 (commencement of operations) to February 28, 2018 |
2. |
Returns for periods of less than one year are not annualized. |
3. |
The Funds incurred expenses typical of funds with similar structures and strategies. Since the Funds were not open to public investment during the period since each Fund's commencement of operations and the only investment has been the initial seed capital investment, the gross expenses are higher than the typical operation of the Funds. These expenses were waived by the manager. |
4. |
Ratios include net expenses allocated from the affiliated Master Portfolio(s), which are waived by the manager. These amounts
were as follows:
Year ended February 28, 2018 0.11%
|
5. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio(s) by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
Factor Enhanced Small Cap Fund
For a share outstanding throughout each period
|
|
Year ended February 28 |
|
|
2018 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.08 |
|
Net realized and unrealized gains (losses) on investments |
|
0.62 |
|
Total from investment operations |
|
0.70 |
|
Distribution to shareholders from |
|
|
|
Net investment income |
|
(0.04 |
) |
Net asset value, end of period |
$ |
10.66 |
|
Total return 2 |
|
7.01 |
% |
Ratios to average net assets (annualized) |
|
|
|
Gross expenses 3 |
|
717.33 |
% 4 |
Net expenses |
|
0.00 |
% 4 |
Net investment income |
|
1.39 |
% |
Supplemental data |
|
|
|
Portfolio turnover rate 5 |
|
44 |
% |
Net assets, end of period (000s omitted) |
$ |
11 |
|
1. |
For the period from August 3, 2017 (commencement of operations) to February 28, 2018 |
2. |
Returns for periods of less than one year are not annualized. |
3. |
The Funds incurred expenses typical of funds with similar structures and strategies. Since the Funds were not open to public investment during the period since each Fund's commencement of operations and the only investment has been the initial seed capital investment, the gross expenses are higher than the typical operation of the Funds. These expenses were waived by the manager. |
4. |
Ratios include net expenses allocated from the affiliated Master Portfolio(s), which are waived by the manager. These amounts
were as follows:
Year ended February 28, 2018 0.18%
|
5. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio(s) by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
High Yield Corporate Bond Fund
For a share outstanding throughout each period
|
|
Year ended February 28 |
|
|
2018 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.33 |
|
Net realized and unrealized gains (losses) on investments |
|
(0.28 |
) |
Total from investment operations |
|
0.05 |
|
Distribution to shareholders from |
|
|
|
Net investment income |
|
(0.38 |
) |
Tax basis return of capital |
|
(0.01 |
) |
Total distributions to shareholders |
|
(0.39 |
) |
Net asset value, end of period |
$ |
9.66 |
|
Total return 2 |
|
0.52 |
% |
Ratios to average net assets (annualized) |
|
|
|
Gross expenses 3 |
|
761.12 |
% 4 |
Net expenses |
|
0.00 |
% 4 |
Net investment income |
|
5.73 |
% |
Supplemental data |
|
|
|
Portfolio turnover rate 5 |
|
51 |
% |
Net assets, end of period (000s omitted) |
$ |
10 |
|
1. |
For the period from August 3, 2017 (commencement of operations) to February 28, 2018 |
2. |
Returns for periods of less than one year are not annualized. |
3. |
The Funds incurred expenses typical of funds with similar structures and strategies. Since the Funds were not open to public investment during the period since each Fund's commencement of operations and the only investment has been the initial seed capital investment, the gross expenses are higher than the typical operation of the Funds. These expenses were waived by the manager. |
4. |
Ratios include net expenses allocated from the affiliated Master Portfolio(s), which are waived by the manager. These amounts
were as follows:
Year ended February 28, 2018 0.33%
|
5. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio(s) by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
International Government Bond Fund
For a share outstanding throughout each period
|
|
Year ended February 28 |
|
|
2018 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.05 |
|
Net realized and unrealized gains (losses) on investments |
|
0.40 |
|
Total from investment operations |
|
0.45 |
|
Distribution to shareholders from |
|
|
|
Net investment income |
|
(0.04 |
) |
Net asset value, end of period |
$ |
10.41 |
|
Total return 2 |
|
4.46 |
% |
Ratios to average net assets (annualized) |
|
|
|
Gross expenses 3 |
|
1,007.15 |
% 4 |
Net expenses |
|
0.00 |
% 4 |
Net investment income |
|
1.62 |
% |
Supplemental data |
|
|
|
Portfolio turnover rate 5 |
|
127 |
% |
Net assets, end of period (000s omitted) |
$ |
10 |
|
1. |
For the period from October 31, 2017 (commencement of operations) to February 28, 2018 |
2. |
Returns for periods of less than one year are not annualized. |
3. |
The Funds incurred expenses typical of funds with similar structures and strategies. Since the Funds were not open to public investment during the period since each Fund's commencement of operations and the only investment has been the initial seed capital investment, the gross expenses are higher than the typical operation of the Funds. These expenses were waived by the manager. |
4. |
Ratios include net expenses allocated from the affiliated Master Portfolio(s), which are waived by the manager. These amounts
were as follows:
Year ended February 28, 2018 1.76%
|
5. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio(s) by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
For a share outstanding throughout each period
|
|
Year ended February 28 |
|
|
2018 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.14 |
|
Net realized and unrealized gains (losses) on investments |
|
(0.31 |
) |
Total from investment operations |
|
(0.17 |
) |
Distribution to shareholders from |
|
|
|
Net investment income |
|
(0.17 |
) |
Tax basis return of capital |
|
(0.02 |
) |
Total distributions to shareholders |
|
(0.19 |
) |
Net asset value, end of period |
$ |
9.64 |
|
Total return 2 |
|
(1.74 |
%) |
Ratios to average net assets (annualized) |
|
|
|
Gross expenses 3 |
|
762.71 |
% 4 |
Net expenses |
|
0.00 |
% 4 |
Net investment income |
|
2.43 |
% |
Supplemental data |
|
|
|
Portfolio turnover rate 5 |
|
62 |
% |
Net assets, end of period (000s omitted) |
$ |
10 |
|
1. |
For the period from August 3, 2017 (commencement of operations) to February 28, 2018 |
2. |
Returns for periods of less than one year are not annualized. |
3. |
The Funds incurred expenses typical of funds with similar structures and strategies. Since the Funds were not open to public investment during the period since each Fund's commencement of operations and the only investment has been the initial seed capital investment, the gross expenses are higher than the typical operation of the Funds. These expenses were waived by the manager. |
4. |
Ratios include net expenses allocated from the affiliated Master Portfolio(s), which are waived by the manager. These amounts
were as follows:
Year ended February 28, 2018 0.06%
|
5. |
Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund's investment percentage in the respective affiliated Master Portfolio(s) by the corresponding affiliated Master Portfolio's portfolio turnover rate. |
© 2018 Wells Fargo Funds Management, LLC. All rights reserved |
078II/P1300
ICA Reg. No. 811-09253 |
WELLS FARGO FUNDS TRUST
PART B
WELLS FARGO FUNDS
STATEMENT OF ADDITIONAL INFORMATION
Statement of Additional Information
Fund
Wells Fargo Emerging Markets Bond Fund
WBEMX
Wells Fargo Factor Enhanced Emerging Markets Fund
WEEMX
Wells Fargo Factor Enhanced International Fund
WINTX
Wells Fargo Factor Enhanced Large Cap Fund
WLECX
Wells Fargo Factor Enhanced Small Cap Fund
WFESX
Wells Fargo High Yield Corporate Bond Fund
WYCBX
Wells Fargo International Government Bond Fund
WIGBX
Wells Fargo U.S. Core Bond Fund
WUSBX
Wells Fargo Funds Trust (the "Trust") is an open-end, management investment company. This Statement of Additional Information
("SAI") contains additional information about eight series of the Trust in the Wells Fargo family of funds - the above referenced
Funds (each, a "Fund" and collectively, the "Funds"). Each Fund, except Wells Fargo International Government Bond Fund, is
considered diversified under the Investment Company Act of 1940, as amended (the "1940 Act"). The Funds offer a single class
of shares.
This SAI is not a prospectus and should be read in conjunction with the Fund's Prospectus (the "Prospectus") dated July 1,
2018. A copy of the Prospectus or further information about the Funds may be obtained by calling 1-888-877-9275.
TABLE OF CONTENTS
2
2
3
4
Permitted Investment Activities and Certain Associated Risks
12
32
33
42
44
44
54
54
55
55
55
56
56
Policies and Procedures for Disclosure of Fund Portfolio Holdings
57
60
62
64
77
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
Emerging Markets Bond Fund
commenced operations on August 3, 2017.
FUND INVESTMENT POLICIES AND RISKS
Fundamental Investment Policies
Each Fund may not
:
(1) purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after
the purchase and as a result thereof, the value of the Fund's investments in that industry would equal or exceed 25% of the
current value of the Fund's total assets, except that the Fund reserves freedom to concentrate its investments in an industry
to approximately the same extent that its index is concentrated in such industry. This restriction does not limit the Fund's
investments in (i) securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) securities
of other investment companies, (iii) municipal securities, or (iv) repurchase agreements;
(2) except for the International Goverment Bond Fund, purchase securities of any issuer if, as a result, with respect to 75%
of a Fund's total assets, more than 5% of the value of its total assets would be invested in the securities of any one issuer
or the Fund's ownership would be more than 10% of the outstanding voting securities of such issuer, provided that this restriction
does not limit a Fund's investments in securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities,
or investments in securities of other investment companies;
(3) borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders
obtained thereunder;
(4) issue senior securities, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive
orders obtained thereunder;
(5) make loans to other parties if, as a result, the aggregate value of such loans would exceed one-third of a Fund's total
assets. For the purposes of this limitation, entering into repurchase agreements, lending securities and acquiring any debt
securities are not deemed to be the making of loans;
(6) underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from
the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with a
Fund's investment program may be deemed to be an underwriting;
(7) purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall
not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged
in the real estate business);
(8) purchase or sell commodities, provided that (i) currency will not be deemed to be a commodity for purposes of this restriction,
(ii) this restriction does not limit the purchase or sale of futures contracts, forward contracts or options, or other financial
instruments subject to the Commodity Exchange Act of 1936, as amended ("CEA") and (iii) this restriction does not limit the
purchase or sale of securities or other instruments backed by commodities or the purchase or sale of commodities acquired
as a result of ownership of securities or other instruments.
Non-Fundamental Investment Policies
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.
(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.
Further Explanation of Investment Policies
With respect to the fundamental investment policy regarding borrowing, under the 1940 Act generally, a Fund may borrow from
banks in an amount up to 33 1/3% of its total assets (including amounts borrowed) for any reason, and a Fund may also borrow
up to an additional 5% of its total assets from banks or others for temporary or emergency purposes.
With respect to the fundamental investment policy regarding issuing senior securities, under the 1940 Act and interpretations
thereof, borrowing transactions and certain transactions that create leverage will not be considered to constitute the issuance
of a "senior security" by a Fund, and therefore such transaction will not be subject to the limitations otherwise applicable
to borrowings by the Fund, if the Fund: (1) maintains an offsetting financial position; (2) maintains liquid assets equal
in value to the Fund's potential economic exposure under the borrowing transaction; or (3) otherwise "covers" the transaction
in accordance with applicable SEC guidance.
With respect to the concentration policy, the Manager will use reasonable efforts to consider the amount of any one industry
represented by the investments held in other investment companies when monitoring a Portfolio's compliance with its fundamental
investment policy regarding industry concentration.
With respect to repurchase agreements, the Fund invests only in repurchase agreements that are fully collateralized by securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities. For purposes of the Fund's fundamental investment
policy with respect to concentration, the Fund does not consider such repurchase agreements to constitute an industry or group
of industries because the Fund chooses to look through such securities to the underlying collateral, which is itself excepted
from the Fund's concentration policy.
Notwithstanding the foregoing policies, any other investment companies in which the Funds may invest have adopted their own
investment policies, which may be more or less restrictive than those listed above, thereby allowing a Fund to participate
in certain investment strategies indirectly that are prohibited under the fundamental and non-fundamental investment policies
listed above.
Additional Approved 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. Wells Fargo Funds Management, LLC ("Funds Management" and 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
. The 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 the Fund's portfolio correlate with price movements of the stock index selected. Because the value of
an index option depends upon movements in the level of the index rather than the price of a particular stock, whether the
Fund will realize a gain or loss from purchasing or writing stock index options depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements
in the price of particular stock. When the 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
. The 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
. The 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. The Fund will incur brokerage fees when it purchases and sells futures contracts.
To the extent that the Fund may invest in securities denominated in currencies other than the U.S. dollar and may temporarily
hold funds in bank deposits or other money market investments denominated in foreign currencies, it may be affected favorably
or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the dollar. 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, the Fund may sell a foreign currency futures contract
as a
The use of foreign currency futures contracts involves the risk of imperfect correlation between movements in futures prices
and movements in the price of currencies which are the subject of the hedge. The successful use of foreign currency futures
contracts also depends on the ability of the adviser to correctly forecast interest rate movements, currency rate movements
and general stock market price movements. There can be no assurance that the adviser's judgment will be accurate. The use
of foreign currency futures contracts also exposes the 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 the Fund to be unable to hedge its currency risks, and may cause the Fund to lose money on its investments
in foreign currency futures contracts.
Interest Rate Futures Contracts and Options on Interest Rate Futures Contracts
. The Fund may invest in interest rate futures
Future Developments
. The Fund may take advantage of opportunities in the areas of options and futures contracts and options on futures contracts
and any other derivative investments which are not presently contemplated for use by the Fund or which are not currently available
but which may be developed, to the extent such opportunities are both consistent with the Fund's investment objective and
legally permissible for the Fund.
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.
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. Not all of the Funds participate in all of the investment activities described below.
In addition, with respect to any particular Fund, to the extent that an investment activity is described in such Fund's Prospectus
as being part of its principal investment strategy, the information provided below regarding such investment activity is intended
to supplement, but not supersede, the information contained in the Prospectus, and the Fund may engage in such investment
activity in accordance with the limitations set forth in the Prospectus. To the extent an investment activity is described
in this SAI that is not referenced in the Prospectus, a Fund under normal circumstances will not engage in such investment
activity with more than 15% of its assets unless otherwise specified below. Unless otherwise noted or required by applicable
law, the percentage limitations included in this SAI apply at the time of purchase of a security.
For purposes of monitoring the investment policies and restrictions of the Funds (with the exception of the loans of portfolio
securities policy described below), the amount of any securities lending collateral held by a Fund will be excluded in calculating
total assets.
DEBT SECURITIES
Asset-Backed Securities
Asset-backed securities are securities that are secured or "backed" by pools of various types of assets on which cash payments
are due at fixed intervals over set periods of time. Asset-backed securities are created in a process called securitization.
In a securitization transaction, an originator of loans or an owner of accounts receivable of a certain type of asset class
sells such underlying assets in a "true sale" to a special purpose entity, so that there is no recourse to such originator
or owner. Payments of principal and interest on asset-backed securities typically are tied to payments made on the pool of
underlying assets in the related securitization. Such payments on the underlying assets are effectively "passed through" to
the asset-backed security holders on a monthly or other regular, periodic basis. The level of seniority of a particular asset-backed
security will determine the priority in which the holder of such asset-backed security is paid, relative to other security
holders and parties in such securitization. Examples of underlying assets include consumer loans or receivables, home equity
loans, automobile loans or leases, and timeshares, although other types of receivables or assets also may be used as underlying
assets.
While asset-backed securities typically have a fixed, stated maturity date, low prevailing interest rates may lead to an increase
in the prepayments made on the underlying assets. This may cause the outstanding balances due on the underlying assets to
be paid down more rapidly. As a result, a decrease in the originally anticipated interest from such underlying securities
may occur, causing the asset-backed securities to pay-down in whole or in part prior to their original stated maturity date.
Prepayment proceeds would then have to be reinvested at the lower prevailing interest rates. Conversely, prepayments on the
underlying assets may be less than anticipated, causing an extension in the duration of the asset-backed securities.
Delinquencies or losses that exceed the anticipated amounts for a given securitization could adversely impact the payments
made on the related asset-backed securities. This is a reason why, as part of a securitization, asset-backed securities are
often accompanied by some form of credit enhancement, such as a guaranty, insurance policy, or subordination. Credit protection
in the form of derivative contracts may also be purchased. In certain securitization transactions, insurance, credit protection,
or both may be purchased with respect to only the most senior classes of asset-backed securities, on the underlying collateral
pool, or both. The extent and type of credit enhancement varies across securitization transactions.
In addition to the normal risks associated with debt securities discussed elsewhere in this SAI and the Prospectus(es), asset-backed
securities carry additional risks including, but not limited to, the possibility that (i) the pace of payments on underlying
assets may be faster or slower than anticipated or payments may be in default; (ii) the creditworthiness of the credit support
provider may deteriorate; and (iii) such securities may become less liquid or harder to value as a result of market conditions
or other circumstances.
Bank Obligations
Bank obligations include certificates of deposit, time deposits, bankers' acceptances and other short-term obligations of
domestic banks, foreign subsidiaries of domestic banks, foreign branches of domestic banks, domestic and foreign branches
of foreign banks, domestic savings and loan associations and other banking institutions. With respect to such obligations
issued by foreign branches of domestic banks, foreign subsidiaries of domestic banks, and domestic and foreign branches of
foreign banks, a Fund may be subject to additional investment risks that are different in some respects from those incurred
by a Fund that invests only in debt obligations of domestic issuers. Such risks include possible future political, regulatory
or economic developments, the possible imposition of foreign withholding and other taxes (at potentially confiscatory levels)
on amounts realized on such obligations, the possible establishment of exchange controls or the adoption of other foreign
governmental restrictions that might adversely affect the payment of principal and interest on these obligations and the possible
seizure or nationalization of foreign deposits. In addition, foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements and to different regulatory, accounting, auditing, reporting and recordkeeping standards
than those applicable to domestic branches of U.S. banks.
Certificates of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for
a specified period of time.
Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest
rate. Time deposits that may be held by a Fund will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance Corporation ("FDIC"). Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation
both of the bank and of the drawer to pay the face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations, bearing fixed, floating or variable interest rates.
Collateralized Debt Obligations
Collateralized debt obligations ("CDOs") are composed of two main categories: cash and synthetic. Cash CDOs are further sub-divided
into the following two types: cash flow and market value. The two structures differ from each other in the manner by which
cash flow is generated to pay the security holders, the manner in which the structure is credit-enhanced, and how the pool
of underlying collateral is managed. Cash flow CDOs are backed, or "collateralized," by a pool of high-yield bonds or loans,
which pay principal and interest on a regular basis. Credit enhancement is achieved by having multiple classes of securities.
The most senior/highest-rated class will be the last to be affected by any interruption of cash flow from the underlying assets.
In a cash flow CDO, the collateral manager endeavors to maintain a minimum level of diversification and weighted average rating
among the underlying assets in an effort to keep severity of loss low. In a market value CDO, classes of securities receive
payments based on the mark-to-market returns on the underlying collateral. Credit enhancement is achieved by specific overcollateralization
levels in the form of advance rates assigned to each underlying collateral asset. Because principal and interest payments
on the securities come from collateral cash flows and sales of collateral, which the collateral manager monitors, returns
on a market value CDO are substantially related to the collateral manager's performance.
Certain products that are similar in structure to CDOs include collateralized loan obligations ("CLOs") and collateralized
bond obligations ("CBOs"). Similar to CDOs, CLOs are structured such that each CDO and CLO typically has a foreign issuer,
which is generally a special purpose vehicle, and a domestic co-issuer. Certain securities, such as notes, issued in a particular
CDO or CLO are generally co-issued by the foreign issuer and the co-issuer, and are rated by one or more Nationally Recognized
Statistical Ratings Organization (each, a "NRSRO"). Other securities, such as preference shares, preferred shares, or subordinated
notes, issued in a particular CDO or CLO are generally issued only by the foreign issuer and are not rated by any NRSROs.
Securities issued in CBOs, too, are issued by foreign issuers or other separate legal entities.
CDOs, CLOs, and CBOs are typically collateralized by a pool of loans. These underlying loans may include pools of other securities.
Generally, CDOs and CLOs have collateral quality tests and eligibility criteria that must be satisfied before a security may
be selected as collateral for the CDO or CLO. The collateral selected for a particular CDO depends on both the sector of securities
the CDO's collateral manager wants to manage, as well as the objectives of the CDO itself. For example, a trust preferred
CDO is generally collateralized by combination of some or all of the following types of securities: trust preferred securities
issued by trust subsidiaries of bank holding companies or of insurance holding companies; subordinated notes issued by banks,
thrifts, or other depository institutions, or by holding companies of insurance companies; surplus notes issued by insurance
companies; or senior securities issued by holding companies of one or more insurance companies or insurance intermediaries.
In contrast, an ABS CDO has as its collateral various concentrations of different types of asset-backed securities. Securities
issued in CLOs generally are backed by portfolios of primarily leveraged loans and high yield bonds. Typically, securities
issued in CBOs are backed by a diversified pool of high risk, below investment grade fixed income securities. In addition
to the foregoing, a particular CDO, CLO, or CBO may have as its collateral, among others, domestic and foreign senior secured
loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or
may be the unrated equivalent of such loans.
Similar to asset-backed securities, payments are made on CDO, CLO, and CBO securities in order of their seniority among other
classes of securities issued from the same issuing entity. Also, similar to securitization transactions, fees, including administrative
expenses, are generally paid to various parties in the CDO prior to payments being made on the CDO securities. Generally,
CDOs and CLOs will pay certain management fees to the collateral manager. Unlike securitizations, securities issued in CDOs,
CLOs, and CBOs generally have quarterly, rather than monthly, payment dates.
CDOs, CLOs and CBOs are privately offered and sold, and are not publicly registered with the SEC. As a result, CDO, CLO, and
CBO securities may be characterized as being illiquid. However, an active dealer market may exist for such securities, thereby
allowing such securities to qualify for an exemption from registration under Rule 144A of the Securities Act of 1933, as amended
Classes, or "tranches," of CDO, CLO and CBO securities vary in level of risk and yield. The most junior tranche is generally
the tranche that bears the highest level of risk, but also generally bears the highest rate of return. This is because tranches
bear losses in the reverse order of their seniority with respect to one another. For this reason, the most junior tranche
is the tranche that bears losses first from the defaults on the underlying collateral. Because the more junior tranches absorb
losses prior to the more senior tranches, the most subordinate tranches serve to protect the more senior tranches from default
in all but the most severe circumstances. Due to this type of protection from losses, a senior CDO, CLO, or CBO tranche generally
bears the lowest risk, and has a smaller coupon, corresponding lower yield, and higher rating from nationally recognized statistical
ratings organizations than tranches of more junior securities. Despite the protection the most subordinated tranches provide,
CDO, CLO, or CBO tranches can experience substantial losses due to the rate of actual defaults on the underlying collateral.
The type of collateral used as underlying securities in a particular CDO, CLO, or CBO therefore may substantially impact the
risk associated with purchasing the securities such CDO, CLO, or CBO issues. Other factors that may influence the value or
yield or return on a CDO, CLO, or CBO security include the disappearance of tranches from a particular issuance in reverse
order of seniority, as such tranches would otherwise have protected the more senior tranches from losses, market anticipation
of defaults, and loss of investor appetite for CDO, CLO and CBO securities generally.
In addition to the risks generally associated with debt securities, including asset-backed securities and derivatives, discussed
elsewhere in this SAI and the Prospectus(es), CDOs, CLOs, and CBOs each carry additional risks including, but not limited
to the possibility that (i) distributions from the underlying collateral securities will be inadequate to make interest or
principal payments on the related CDO, CLO, or CBO securities; (ii) for collateral that has NRSRO ratings, such ratings may
be downgraded; and (iii) the CDOs, CLOs, or CBOs may themselves purchase as underlying collateral securities issued by other
CDOs.
Commercial Paper
Commercial paper (including variable amount master demand notes, see "Floating and Variable Rate Obligations" below), refers
to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and typically has a maturity at the time of issuance not exceeding nine months. Variable amount master
demand notes are demand obligations which permit the investment of fluctuating amounts at varying market rates of interest
pursuant to arrangements between the issuer and a commercial bank acting as agent for the payee of such notes whereby both
parties have the right to vary the amount of the outstanding indebtedness on the notes.
Asset-Backed Commercial Paper
. Securities that are issued from commercial paper conduits are called asset-backed commercial paper securities. Credit support
for such securities falls into two categories: liquidity protection and protection against ultimate default under the underlying
assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets,
to ensure that scheduled payments on the securities or underlying pool are made in a timely fashion. Protection against ultimate
default ensures payment on at least a portion of the assets in the pool. This protection may be provided through guarantees,
insurance policies or letters of credit obtained from third parties, through various means of structuring the transaction,
such as by issuing senior and subordinated instruments or through a combination of these approaches. The degree of credit
support provided on each issue is based generally on historical information relating to the level of credit risk associated
with the payments. Delinquency or loss that exceeds the anticipated amount or a downgrade or loss of credit support could
adversely impact the value of or return on an investment in an asset-backed commercial paper security.
Commercial paper is also subject to the risks generally associated with debt securities discussed elsewhere in this SAI and
the Prospectus(es).
Convertible Securities
A convertible security is generally a debt obligation or preferred stock that may be converted within a specified period of
time into a certain amount of common stock of the same or a different issuer. A convertible security provides a fixed-income
stream and the opportunity, through its conversion feature, to participate in the capital appreciation resulting from a market
price advance in its underlying common stock. As with a straight fixed-income security, a convertible security tends to increase
in market value when interest rates decline and decrease in value when interest rates rise. Like a common stock, the value
of a convertible security also tends to increase as the market value of the underlying stock rises, and it tends to decrease
as the market value of the underlying stock declines. Because its value can be influenced by both interest-rate and market
movements, a convertible security tends not to be as sensitive to interest rates as a similar fixed-income security, and tends
not to be as sensitive to changes in share price as its underlying stock.
Investing in convertible securities is subject to certain risks in addition to those generally associated with debt securities
discussed elsewhere in this SAI and the Prospectus(es). Certain convertible securities, particularly securities that are convertible
into securities of an issuer other than the issuer of the convertible security, may be or become illiquid and, therefore,
may be more difficult to resell in a timely fashion or for a fair price, which could result in investment losses.
The creditworthiness of the issuer of a convertible security is important because the holder of a convertible security will
have recourse only to the issuer. In addition, a convertible security may be subject to conversion or redemption by the issuer,
but only after a specified date and under circumstances established at the time the security is issued. This feature may require
a holder to convert the security into the underlying common stock, even if the value of the underlying common stock has declined
substantially. In addition, companies that issue convertible securities frequently are small- and mid-capitalization companies
and, accordingly, carry the risks associated with investments in such companies.
While the Fund uses the same criteria to evaluate the credit quality of a convertible debt security that it would use for
a more conventional debt security, a convertible preferred stock is treated like a preferred stock for the Fund's credit evaluation,
as well as financial reporting and investment limitation purposes. Preferred stock is subordinated to all debt obligations
in the event of insolvency, and an issuer's failure to make a dividend payment is generally not an event of default entitling
the preferred shareholders to take action. Preferred stock generally has no maturity date, so its market value is dependent
on the issuer's business prospects for an indefinite period of time. In addition, distributions on preferred stock generally
are taxable as dividend income, rather than interest payments, for federal income tax purposes.
Corporate Debt Securities
Certain of the debt instruments purchased by the Funds may be interest-bearing securities issued by a company, called corporate
debt securities. The issuer of a corporate debt security has a contractual obligation to pay interest at a stated rate on
specific dates and to repay principal periodically or on a specified maturity date. An issuer may have the right to redeem
or "call" a corporate debt security before maturity, in which case the investor may have to reinvest the proceeds at lower
market rates. The value of fixed-rate corporate debt securities will tend to fall when interest rates rise and rise when interest
rates fall. The value of "floating-rate" or "variable-rate" corporate debt securities, on the other hand, fluctuate much less
in response to market interest rate movements than the value of fixed-rate securities. Corporate debt securities may be senior
or subordinated obligations. Senior obligations generally have the first claim on a corporation's earnings and assets and,
in the event of liquidation, are paid before subordinated debt. Corporate debt securities may be unsecured (backed only by
the issuer's general creditworthiness) or secured (also backed by specified collateral).
Investors should be aware that even though interest-bearing securities are investments which promise a stable stream of income,
the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk
of market price fluctuations. Long-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. Once the rating of a portfolio security has been changed to a rating below investment-grade, the
particular Fund considers all circumstances deemed relevant in determining whether to continue to hold the security. Certain
corporate debt securities that may be purchased by the Fund, such as those rated "Baa" by Moody's Investors Service, Inc.
("Moody's") and "BBB" by Standard & Poor's Rating Group ("S&P") may be subject to such risk with respect to the issuing entity
and to greater market fluctuations than certain lower yielding, higher-rated fixed-income securities. Corporate debt securities
which are rated "Baa" by Moody's are considered medium grade obligations; they are neither highly protected nor poorly secured,
and are considered by Moody's to have speculative characteristics. Securities rated "BBB" by S&P are regarded as having adequate
capacity to pay interest and repay principal, and, while such debt securities ordinarily exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay
principal for securities in this category than in higher-rated categories. If a security held by a Fund is downgraded to a
rating below investment-grade, 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.
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.
Guaranteed Investment Contracts
The Fund may invest in guaranteed investment contracts ("GICs") issued by insurance companies. Pursuant to such contracts, the
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. The 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 the 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.
High Yield Securities
The 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 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. 'The Fund may incur additional expenses to
the extent that it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.
The existence of limited markets for high yield and comparable unrated securities may diminish the Fund's ability to: (i)
obtain accurate market quotations for purposes of valuing such securities and calculating its net asset value; and (ii) sell
the securities either to meet redemption requests or to respond to changes in the economy or in financial markets.
Insurance Funding Agreements
The Fund may invest in funding agreements issued by domestic insurance companies. Funding agreements are short-term, 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").
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 Fund.
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 ("FHA") or
guaranteed by the Department of Veterans Affairs ("VA"), 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 manager 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 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.
Interest Rate Risk
. The interest rates on mortgage loans underlying ARMS generally are readjusted at periodic intervals ranging from one year
or less to several years in response to changes in a predetermined, commonly recognized interest rate index. The adjustable
rate feature should reduce, but will not eliminate, price fluctuations in such securities resulting from actual or anticipated
fluctuations in market interest rates. The value of each Fund's ARMS may fluctuate to the extent interest rates on underlying
mortgages differ from prevailing market interest rates during periods between interest rate reset dates. Accordingly, investors
could experience some loss if they redeem their shares of the Funds or if the Funds sell these portfolio securities before
the interest rates on the underlying mortgages are adjusted to reflect prevailing market interest rates. The interest rates
on mortgages underlying other types of mortgage-backed securities generally do not reset at periodic intervals. Accordingly,
non-ARMS have greater exposure to interest rate risk than ARMS.
Municipal Bonds
Municipal bonds are debt obligations issued to obtain funds for various public purposes. The two principal classifications
of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are typically, but not always, supported
by the municipality's general taxing authority, while revenue bonds are supported by the revenues from one or more particular
project or activity. Industrial development bonds are a specific type of revenue bond backed by the credit and security of
a private user. Certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds
to finance privately operated facilities. Under the Internal Revenue Code, certain revenue bonds are considered "private activity
bonds" and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative
minimum tax liability.
Certain of the municipal obligations held by the Funds may be insured as to the timely payment of principal and interest.
The insurance policies usually are obtained by the issuer of the municipal obligation at the time of its original issuance.
In the event that the issuer defaults on interest or principal payment, the insurer will be notified and will be required
to make payment to the bondholders. Although the insurance feature is designed to reduce certain financial risks, the premiums
for insurance and the higher market price sometimes paid for insured obligations may reduce a Fund's current yield. To the
extent that securities held by a Fund are insured as to principal and interest payments by insurers whose claims- paying ability
rating is downgraded by Moody's, S&P or Fitch, the value of such securities may be affected. There is, however, no guarantee
that the insurer will meet its obligations. Moreover, the insurance does not guarantee the market value of the insured obligation
or the net asset value of the Fund's shares. In addition, such insurance does not protect against market fluctuations caused
by changes in interest rates and other factors. A Fund also may purchase municipal obligations that are additionally secured
by bank credit agreements or escrow accounts. The credit quality of companies which provide such credit enhancements will
affect the value of those securities.
From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal
income tax exemption for interest on municipal obligations. For example, under federal tax legislation enacted in 1986, interest
on certain private activity bonds must be included in a shareholder's federal alternative minimum taxable income. Moreover,
a Fund cannot predict what legislation, if any, may be proposed in the state legislature regarding the state income tax status
of interest on such obligations, or which proposals, if any, might be enacted. Such proposals, while pending or if enacted,
might materially and adversely affect the availability of municipal obligations generally for investment by the Fund and the
liquidity and value of the Fund's portfolio. In such an event, the Fund would re-evaluate its investment objective and policies
and consider possible changes in its structure or possible dissolution.
A Fund invests in municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that
the interest paid on those securities will be excludable from gross income for federal income tax purposes. Such opinion may
have been issued as of a date prior to the date that the Fund acquires the municipal security. Subsequent to a Fund's acquisition
of such a municipal security, however, the security may be determined to pay, or to have paid, taxable income. As a result,
the treatment of dividends previously paid or to be paid by a Fund as "exempt-interest dividends" could be adversely affected,
subjecting the Fund's shareholders to increased federal income tax liabilities. Under highly unusual circumstances, the Internal
Revenue Service may determine that a municipal bond issued as tax-exempt should in fact be taxable. If any Fund held such
a bond, it might have to distribute taxable income or reclassify as taxable, ordinary income that was previously distributed
as exempt-interest dividends.
Taxable Municipal Obligations
. There is another type of municipal obligation that is subject to federal income tax for a variety of reasons. These municipal
obligations do not qualify for the federal income exemption because (a) they did not receive necessary authorization for tax-exempt
treatment from state or local government authorities, (b) they exceed certain regulatory limitations on the cost of issuance
for tax-exempt financing or (c) they finance public or private activities that do not qualify for the federal income tax exemption.
These non-qualifying activities might include, for example, certain types of multi-family housing, certain professional and
local sports facilities, refinancing of certain municipal debt, and borrowing to replenish a municipality's underfunded pension
plan.
Municipal Leases
A Fund may invest in municipal leases and participations therein, which arrangements frequently involve special risks. Municipal
leases are obligations in the form of a lease, installment purchase or conditional sales contract (which typically provide
for the title to the leased asset to pass to the governmental issuer) which is issued by state or local governments to acquire
equipment and facilities. Interest income from such obligations is generally exempt from local and state taxes in the state
of issuance. "Participations" in such leases are undivided interests in a portion of the total obligation. Participations
entitle their holders to receive a pro rata share of all payments under the lease. The obligation of the issuer to meet its
obligations under such leases is often subject to the appropriation by the appropriate legislative body, on an annual or other
basis, of funds for the payment of the obligations. Investments in municipal leases are thus subject to the risk that the
legislative body will not make the necessary appropriation and the issuer will not otherwise be willing or able to meet its
obligation.
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 Fund 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
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.
EQUITY SECURITIES
The following equity securities may be purchased by the Fund to the extent such purchase is consistent with the Fund's investment
objective and strategies.
Common and Preferred Stocks
Common stocks represent an equity (ownership) interest in a company. This ownership interest generally gives the Fund the
right to vote on issues affecting the company's organization and operations. Preferred stock, unlike common stock, offers
a stated dividend rate payable from a corporation's earnings. Preferred stock also generally has a preference over common
stock on the distribution of a corporation's assets in the event of liquidation of the corporation, and may be "participating,"
which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. The rights of preferred
stocks on the distribution of a corporation's assets in the event of a liquidation are generally subordinate to the rights
associated with a corporation's debt securities. Common and preferred stock are subject to equity market risk. This is the
risk that stock prices will fluctuate and can decline and reduce the value of the Fund's investment.
Real Estate/REIT Securities
Although the Fund will not invest directly in real estate, the Fund may invest in equity securities of issuers primarily engaged
in or related to the real estate industry. Therefore, an investment in real estate investment trusts ("REITs") is subject
to certain risks associated with the direct ownership of real estate and with the real estate industry in general. These risks
include, among others: possible declines in the value of real estate; risks related to general and local economic conditions;
possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition,
property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third
parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods,
earthquakes or other natural disasters; limitations on and variations in rents; changes in interest rates; and acts of terrorism,
war or other acts of violence. To the extent that assets underlying the REITs' investments are concentrated geographically,
by property type or in certain other respects, the REITs may be subject to certain of the foregoing risks to a greater extent.
Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may
be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, are subject
to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing
to qualify for tax-free pass-through of income under the U.S. Internal Revenue Code and failing to maintain their exemptions
from registration under the 1940 Act. REITs (especially mortgage REITs) are also subject to interest rate risks. When interest
rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise. Conversely, when interest
rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline. In contrast, as interest
rates on adjustable rate mortgage loans are reset periodically, yields on a REIT's investment in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate obligations.
Investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may
have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic
price movements than larger company securities.
Investments in mortgage-related securities involve certain risks, which are described under Mortgage-Related Securities, above,
and in the Prospectus.
Depositary Receipts
The Fund may invest in the securities of foreign issuers in the form of American Depositary Receipts and American
These securities may be purchased through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly
by the issuer of the underlying security and a depositary. A depositary may establish an unsponsored facility without participation
by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities
and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received
from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the
deposited securities.
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
Investments in foreign obligations and securities include high-quality, short-term (thirteen months or less) debt obligations
of foreign issuers, including foreign branches of U.S. banks, U.S. branches of foreign banks, 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.
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, Citizens of the 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.
OTHER INVESTMENTS AND TECHNIQUES
Borrowing
Money may be borrowed for temporary or emergency purposes, including the meeting of redemption requests. Borrowing involves
special risk considerations. Interest costs on borrowings may fluctuate with changing market rates of interest and may partially
offset or exceed the return earned on borrowed funds (or on the assets that were retained rather than sold to meet the needs
for which funds were borrowed). Under adverse market conditions, a Fund might have to sell portfolio securities to meet interest
or principal payments at a time when investment considerations would not favor such sales. Reverse repurchase agreements,
dollar roll transactions and other similar investments that involve a form of leverage have characteristics similar to borrowings,
but are not considered borrowings if the Fund maintains a segregated account.
Forward Commitments, When-Issued and Delayed-Delivery Transactions
Securities may be purchased or sold on a when-issued or delayed-delivery basis and contracts to purchase or sell securities
for a fixed price at a future date beyond customary settlement time may also be made. Delivery and payment on such transactions
normally take place within 120 days after the date of the commitment to purchase. Securities purchased or sold on a when-issued,
delayed-delivery or forward commitment basis involve a risk of loss if the value of the security to be purchased declines,
or the value of the security to be sold increases, before the settlement date.
Illiquid Securities
Securities not registered under the 1933 Act, and other securities subject to legal or other restrictions on resale may be
less liquid than other investments and may be difficult to sell promptly at an acceptable price. Delay or difficulty in selling
securities may result in a loss or be costly to a Fund. No Fund may invest or hold more than 15% of its net assets in illiquid
securities.
Loans of Portfolio Securities
Portfolio securities of a Fund may be loaned pursuant to guidelines approved by the Board to brokers, dealers and financial
institutions, provided: (i) the loan is secured continuously by collateral consisting of cash, securities of the U.S. Government,
its agencies or instrumentalities, or an irrevocable letter of credit issued by a bank organized under the laws of the United
States, organized under the laws of a state, or a foreign bank that has filed an agreement with the Federal Reserve Board
to comply with the same rules and regulations applicable to U.S. banks in securities credit transactions, initially in an
amount at least equal to 100% of the value of the loaned securities (which includes any accrued interest or dividends), with
the borrower being obligated, under certain circumstances, to post additional collateral on a daily marked-to-market basis,
all as described in further detail in the following paragraph; although the loans may not be fully supported at all times
if, for example, the instruments in which cash collateral is invested decline in value or the borrower fails to provide additional
collateral when required in a timely manner or at all; (ii) the Fund may at any time terminate the loan and request the return
of the loaned securities upon sufficient prior notification; (iii) the Fund will receive any interest or distributions paid
on the loaned securities; and (iv) the aggregate market value of loaned securities will not at any time exceed the limits
established under the 1940 Act.
The following provides additional detail on the requirement described in (i) above. The market value of the collateral delivered
in connection with a securities loan must be equal to at least 102% of the market value of any domestic securities loaned
or 105% of the market value of any foreign securities loaned. The loaned securities are marked to market on a daily basis,
and additional collateral is required to be paid to maintain coverage equal to at least 102% of the market value of domestic
securities loaned, and at least 105% of the market value of foreign securities loaned, without taking into account any increase
or decrease in the value of instruments in which cash collateral is invested. For loans of U.S. Government Securities, the
initial collateral required is 102% of the market value of the loaned securities, but additional collateral is required only
if the market value of the loaned securities increases such that the collateral coverage (without taking into account any
increase or decrease in the value of instruments in which the cash collateral is invested) falls below 100% of the market
value of the loaned securities.
Municipal Market Data Rate Locks
The Fund may purchase and sell Municipal Market Data Rate Locks ("MMD Rate Locks"). An MMD Rate Lock permits the
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 February 28, 2018, 153
series comprising the Trust, Wells Fargo Variable Trust, Wells Fargo Master Trust and four closed-end funds (collectively
the "Fund Complex" or the "Trusts"). The business address of each Trustee and Officer is 525 Market Street, 12th Floor, San
Francisco, CA 94105. Each Trustee and Officer serves an indefinite term, with the Trustees subject to retirement from service
as required pursuant to the Trust's retirement policy at the end of the calendar year in which a Trustee turns 75.
Information for Trustees, all of whom are not "interested" persons of the Trust, as that term is defined under the 1940 Act
(each an "Independent Trustee" and collectively, the "Independent Trustees"), appears below. In addition to the Officers listed
below, the Funds have appointed an Anti-Money Laundering Compliance Officer.
Name and Year of Birth
Position Held with Registrant/Length of Service
1
Principal Occupation(s) During Past 5 Years 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
2
Trustee, since 2015; Chair Liaison, since 2018
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 the Glimmerglass
Festival. She is also an inactive Chartered Financial Analyst.
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
3
Trustee, since 2006; Governance Committee Chairman, since 2018
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
4
Trustee, since 1996; Chairman since 2018; Vice Chairman, from 2017 to 2018
President and Chief Executive Officer of Southern Minnesota Initiative Foundation, a non-profit organization, since 2007.
Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007.
Asset Allocation Trust
James G. Polisson
5
Trustee, since 2018; Advisory Board Member, from 2017 to 2018
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
from 1998 to 2010 and Global Chief Marketing Officer for iShares and Barclays Global Investors from 2000 to 2010. Trustee
of the San Francisco Mechanics' Institute, a non-profit organization, from 2013 to 2015. 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.
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. 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
Pamela Wheelock
5
Trustee, since 2018; Advisory Board Member, from 2017 to 2018
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, on the Board of Directors, Governance Committee and Finance Committee for the
Minnesota Philanthropic Partners (Saint Paul Foundation) from 2012 to 2018, 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 the
Board Chair of the Minnesota Wild Foundation since 2010.
Asset Allocation Trust
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.
Alexander Kymn
Secretary and Chief Legal Officer, since 2018
Senior Company Counsel of Wells Fargo Bank, N.A since 2018 (previously Senior Counsel from 2007 to 2018). Vice President of
Wells Fargo Funds Management, LLC from 2008 to 2014.
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.
The Trust's Declaration of Trust, as amended and restated from time to time (the "Declaration of Trust"), does not set forth
any specific qualifications to serve as a Trustee other than that no person shall stand for initial election or appointment
as a Trustee if such person has already reached the age of 72. The Charter and the Statement of Governance Principles of the
Governance Committee also do not set forth any specific qualifications, but do set forth certain factors that the Governance
Committee may take into account in considering Trustee candidates and a process for evaluating potential conflicts of interest,
which identifies certain disqualifying conflicts. All of the current Trustees are Independent Trustees. Among the attributes
or skills common to all Trustees are their ability to review critically, evaluate, question and discuss information provided
to them, to interact effectively with the other Trustees, Wells Fargo Funds Management, LLC ("Funds Management" or the "Manager"),
sub-advisers, other service providers, counsel and the independent registered public accounting firm, and to exercise effective
and independent business judgment in the performance of their duties as Trustees. Each Trustee's ability to perform his or
her duties effectively has been attained through the Trustee's business, consulting, public service, professional and/or academic
positions and through experience from service as a board member of the Trust and the other Trusts in the Fund Complex (and/or
in other capacities, including for any predecessor funds), other registered investment companies, public companies, and/or
non-profit entities or other organizations. Each Trustee's ability to perform his or her duties effectively also has been
enhanced by his or her educational background, professional training, and/or other life experiences. The specific experience,
qualifications, attributes and/or skills that led to the conclusion that a Trustee should serve as a Trustee of the Trusts
in the Fund Complex are as set forth below.
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 (non-profit organization) and the
Glimmerglass Festival. Ms. Freeman is a Chartered Financial Analyst (inactive).
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.
James G. Polisson.
Mr. Polisson has served as a Trustee of the Trusts in the Fund Complex since 2018 and was an Advisory Board member in 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 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 has served as a Trustee of the Trusts in the Fund Complex since 2018 and was an Advisory Board member in 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 on
the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation)
and 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. Olivia Mitchell 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, Diversified Income
Builder 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
10
Valuation Committee
0
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 compensation that was
paid to each current Trustee by a Fund and the Fund Complex for the most recently completed fiscal year:
Trustee Compensation
Trustee
Compensation from each
Fund
Total Compensation from the Fund Complex
1
William R. Ebsworth
$1,977
$302,500
Jane A. Freeman
$2,009
$307,500
Isaiah Harris, Jr.
$1,885
$288,500
Judith M. Johnson
$2,173
$332,500
David F. Larcker
$1,977
$302,500
Olivia S. Mitchell
$2,009
$307,500
Timothy J. Penny
$2,222
$340,000
James G. Polisson
2
$627
$96,000
Michael S. Scofield
$1,977
$302,500
Pamela Wheelock
2
$627
$96,000
Beneficial Equity Ownership Information.
The following table contains specific information about the dollar range of equity securities beneficially owned by each
Trustee as of December 31, 2017 in each
Fund
and the aggregate dollar range of equity securities in other
Funds
in the Fund Complex overseen by the Trustees, stated as one of the following ranges: A = $0; B = $1 - $10,000; C = 10,001
$50,000; D = $50,001 - $100,000; and E = Over $100,000.
Fund
Ebsworth
Freeman
Harris
Johnson
Larcker
Mitchell
Penny
Polisson
Schofield
Wheelock
Emerging Markets Bond Fund
A
A
A
A
A
A
A
A
A
A
Factor Enhanced Emerging Markets Fund
A
A
A
A
A
A
A
A
A
A
Factor Enhanced International Fund
A
A
A
A
A
A
A
A
A
A
Factor Enhanced Large Cap Fund
A
A
A
A
A
A
A
A
A
A
Factor Enhanced Small Cap Fund
A
A
A
A
A
A
A
A
A
A
High Yield Corporate Bond Fund
A
A
A
A
A
A
A
A
A
A
International Government Bond Fund
A
A
A
A
A
A
A
A
A
A
U.S. Core Bond Fund
A
A
A
A
A
A
A
A
A
A
Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Fund Complex
1
E
E
E
E
E
E
E
D
E
D
Ownership of Securities of Certain Entities.
As of the calendar year ended December 31, 2017, 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.
The Fund's investment management agreement with Funds Management does not require the Fund to pay any management fees. Although
the Fund does not compensate Funds Management directly for its services under the investment management agreement, Funds Management
receives fees from the Master Portfolio in which each fund invests. As compensation for its services under the Master Trust
Portfolio's Advisory Agreement, Funds Management is entitled to receive a monthly fee at the annual rates indicated below
of each Portfolio's average daily net assets:
Fund
Annual Advisory Rate paid by Master Trust Portfolio in which each Fund invests (as a percentage of net assets)
Emerging Markets Bond Fund
First $5B
0.25%
Factor Enhanced Emerging Markets Fund
First $5B
0.15%
Factor Enhanced International Fund
First $5B
0.15%
Factor Enhanced Large Cap Fund
First $5B
0.10%
Factor Enhanced Small Cap Fund
First $5B
0.15%
High Yield Corporate Bond Fund
First $5B
0.25%
International Government Bond Fund
First $5B
0.25%
U.S. Core Bond Fund
1
All Assets
0.00%
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
Single Class
0.00%
General.
The Fund's Management Agreement will continue in effect for more than two years from the effective date 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 Fund's Management Agreement may be terminated on 60 days written notice by either
party and will terminate automatically if assigned.
The Fund's 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
. As described in the Prospectus, generally no ordinary operating fees or expenses are charged to the Fund. Funds Management
has contractually committed until the date set forth in the Fund's Annual Fund Operating Expenses table in the Prospectus
to absorb and pay all ordinary operating expenses of the Fund, except portfolio transactions or other investment-related costs
(e.g. commissions), fees payable for services provided by the Fund's securities lending agent, interest, taxes, leverage expenses
and other expenses not incurred in the ordinary course of the Fund's business.
Sub-Advisers
Funds Management has engaged Wells Capital Management Incorporated ("Wells Capital Management") to serve as sub-adviser to
the U.S. Core Bond Fund, and Wells Capital Management, Analytic Investors, LLC ("Analytic"), and Wells Fargo Asset Management
(International), LLC ("WFAM (International)") to serve as sub-advisers to one or more of the various master portfolios in
which the Funds invest substantially all of their assets (each a "Sub-Adviser" and collectively, the "Sub-Advisers", as indicated
in the table below). Subject to the direction of the Board and the overall supervision and control of Funds Management and
the Trust, the Sub-Advisers provide day-to-day portfolio management services to U.S. Core Bond Fund or the master portfolios,
as the case may be. The Sub-Advisers furnish to Funds Management periodic reports on the investment activity and performance
of U.S. Core Bond Fund or the master portfolios, as the case may be. The Sub-Advisers also furnish additional reports and
information as Funds Management and the Board and Officers may reasonably request. Funds Management may, from time to time
and in its sole discretion, allocate and reallocate services provided by and fees paid to the Sub-Advisor.
Wells Capital Management does not receive a sub-advisory fee for its services as sub-adviser to the U.S. Core Bond Fund. While
the Sub-Advisers are compensated for their sub-advisory services to the master portfolios by Funds Management from the fees
that Funds Management receives from the master portfolios for advisory services, Funds Management has contractually committed
to waive and or/reimburse most ordinary operating expenses of the Funds, including each Fund's share of the fees and expenses
of the master portfolio(s) in which it invests, which includes the advisory/sub-advisory fees incurred by the master portfolios.
Portfolio Managers
The following provides further information regarding the portfolio managers set forth below (each, a "Portfolio Manager" and
together, the "Portfolio Managers"), who manage the day-to-day investment activities of the U.S. Core Bond Fund and the various
master portfolios in which the Funds invest.
Fund
Sub-Adviser
Portfolio Managers
Emerging Markets Bond Portfolio
WFAM (International)
Michael Lee
Factor Enhanced Emerging Markets Portfolio
Analytic
Dennis Bein, CFA
Factor Enhanced International Portfolio
Analytic
Dennis Bein, CFA
Factor Enhanced Large Cap Portfolio
Analytic
Dennis Bein, CFA
Factor Enhanced Small Cap Portfolio
Analytic
Dennis Bein, CFA
High Yield Corporate Bond Portfolio
Wells Capital Management
Thomas M. Price, CFA
International Government Bond Portfolio
WFAM (International)
Michael Lee
U.S. Core Bond Fund
Wells Capital Management
Mark Clegg, CFA
1
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.
WFAM (International)
Portfolio Manager
Michael Lee
Registered Investment Companies
Number of Accounts
4
Total Assets Managed
$846M
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
4
Total Assets Managed
$498M
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Accounts
Number of Accounts
12
Total Assets Managed
$4.43B
Number of Accounts Subject to Performance Fee
3
Assets of Accounts Subject to Performance Fee
$867M
Tony Norris
Registered Investment Companies
Number of Accounts
5
Total Assets Managed
$855M
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
4
Total Assets Managed
$498M
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Accounts
Number of Accounts
12
Total Assets Managed
$4.48B
Number of Accounts Subject to Performance Fee
3
Assets of Accounts Subject to Performance Fee
$867M
Alex Perrin
Registered Investment Companies
Number of Accounts
5
Total Assets Managed
$855M
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
4
Total Assets Managed
$498M
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Accounts
Number of Accounts
12
Total Assets Managed
$4.43B
Number of Accounts Subject to Performance Fee
3
Assets of Accounts Subject to Performance Fee
$867M
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.
Analytic.
Analytic's Portfolio Managers' management of "other accounts" may give rise to potential conflicts of interest in connection
with their management of the Portfolio. These other accounts might have similar investment objectives as the Fund or may hold,
purchase or sell securities that are eligible to be held, purchased or sold by the Fund. While the portfolio managers' management
of other accounts may give rise to potential conflicts of interest, Analytic does not believe that the conflicts, if any,
are material or, to the extent any such conflicts are material, Analytic believes that it has designed policies and procedures
to manage those conflicts in an appropriate way, including policies and procedures reasonably designed to allocate investment
opportunities on a fair and equitable basis over time.
WFAM (International).
WFAM (International) 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, WFAM (International)
has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential
conflicts of interest are minimized.
Wells Capital Management.
Wells Capital Management's Portfolio Managers often provide investment management for separate accounts advised in the same
or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead
to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital
Management has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and
that potential conflicts of interest are minimized.
Compensation
.
The Portfolio Managers were compensated by their employing Sub-Adviser using the following compensation structure:
Analytic
.
Analytic's compensation structure for professional employees consists of an industry median base salary (based on independent
industry information) and an annual discretionary bonus. Bonus amounts are determined using the following factors: the overall
success of the firm in terms of profitability; the overall success of the department or team; and an individual's contribution
to the team, based on goals established during the performance period. Compensation based on investment strategy performance
is not tied to individual account performance, but rather each strategy as a whole. Strategy performance information is based
on pre-tax calculations for the prior calendar year. No portfolio manager is directly compensated a portion of an advisory
fee based on the performance of a specific account. Portfolio managers' base salaries are typically reviewed on an annual
basis determined by each portfolio manager's anniversary date of employment. Discretionary bonuses are determined annually,
upon analysis of information from the prior calendar year.
WFAM (International).
The compensation structure for WFAM (International) Portfolio Managers includes a competitive fixed base salary plus variable
incentives (WFAM (International) utilizes investment management compensation surveys as confirmation). Incentive bonuses are
typically tied to relative investment performance of all accounts under his or her management within acceptable risk parameters.
Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting
on the 3-and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style.
This evaluation takes into account relative performance of the accounts to each account's individual benchmark and/or the
relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style.
In the case of each Fund, the benchmark(s) against which the performance of the Fund's portfolio may be compared for these
purposes generally are indicated in the Performance" sections of the Prospectuses.
Wells Capital Management
.
The compensation structure for Wells Capital Management's Portfolio Managers includes a competitive fixed base salary plus
variable incentives, payable annually and over a longer term period. Wells Capital Management participates in third party
investment management compensation surveys for market-based compensation information to help support individual pay decisions.
In addition to 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 his/her fixed base salary. 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.
Wells Capital Management's investment incentive program plays an important role in aligning the interests of our portfolio
managers, investment team members, clients and shareholders. Incentive awards for portfolio managers are determined based
on a review of relative investment and business/team performance. 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 "Average Annual Total Returns" table
in the Prospectus. Once determined, incentives are awarded to portfolio managers annually, with a portion awarded as annual
cash and a portion awarded as long term incentive. The long term portion of incentives generally carry a pro-rated vesting
schedule over a three year period. For many of our portfolio managers, Wells Capital Management further requires a portion
of their annual long-term award be allocated directly into each strategy they manage through a deferred compensation vehicle.
In addition, our investment team members who are eligible for long term awards also have the opportunity to invest up to 100%
of their awards into investment strategies they support (through a deferred compensation vehicle).
Beneficial Ownership in the Funds.
The following table shows for each Portfolio Manager the dollar value of Fund equity securities beneficially owned by the
Portfolio Manager, stated as one of the following ranges:
$0;
Portfolio Manager Fund Holdings
Sub-Adviser / Portfolio Manager
Funds
Dollar Range of Holdings in Fund
Analytic
Dennis Bein, CFA
Factor Enhanced Emerging Markets Fund
$0
Ryan Brown, CFA
Factor Enhanced Large Cap Fund
$0
Harindra de Silva, Ph.D., CFA
Factor Enhanced Emerging Markets Fund
$0
Monisha Jayakumar
Factor Enhanced Emerging Markets Fund
$0
David Krider, CFA
Factor Enhanced Emerging Markets Fund
$0
WFAM (International)
Michael Lee
Emerging Markets Bond Fund
$0
Tony Norris
Emerging Markets Bond Fund
$0
Alex Perrin
Emerging Markets Bond Fund
$0
Wells Capital Management
Mark Clegg, CFA
U.S. Core Bond Fund
$0
Christopher Y. Kauffman, CFA
U.S. Core Bond Fund
$0
Thomas M. Price, CFA
High Yield Corporate Bond Fund
$0
Janet S. Rilling, CFA, CPA
High Yield Corporate Bond Fund
$0
Michael J. Schueller, CFA
High Yield Corporate Bond Fund
$0
Michal Stanczyk
U.S. Core Bond Fund
$0
Noah M. Wise, CFA
U.S. Core Bond Fund
$0
Distributor
Wells Fargo Funds Distributor, LLC (the "Distributor"), an affiliate of Funds Management located at 525 Market Street, San
Francisco, California 94105, serves as the distributor to the Funds.
Underwriting Commissions
The Distributor serves as the principal underwriter distributing securities of the Funds on a continuous basis.
Custodian and Fund Accountant
State Street Bank and Trust Company ("State Street"), located at State Street Financial Center, One Lincoln Street Boston,
Massachusetts 02111, acts as Custodian and fund accountant for the Funds. As Custodian, State Street, among other things,
maintains a custody account or accounts in the name of each Fund, handles the receipt and delivery of securities, selects
and monitors foreign sub-custodians as the Fund's global custody manager, determines income and collects interest on each
Fund's investments and maintains certain books and records. As fund accountant, State Street is responsible for calculating
each Fund's daily net asset value per share and for maintaining its portfolio and general accounting records. For its services,
State Street is entitled to receive certain transaction fees, asset-based fees and out-of-pocket costs.
Transfer and Distribution Disbursing Agent
DST Asset Manager Solutions, Inc. ("DST"), located at Two Thousand Crown Colony Drive, Quincy, Massachusetts 02169, acts as
transfer and distribution disbursing agent for the Funds. For providing such services, DST is entitled to receive fees from
the Administrator.
Independent Registered Public Accounting Firm
KPMG LLP ("KPMG") has been selected as the independent registered public accounting firm for the Funds. KPMG provides audit
services, tax return preparation and consultation in connection with review of certain SEC filings. KPMG's address is Two
Financial Center, 60 South Street, Boston, MA 02111.
Under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the "Loan Rule"), accounting firms such as KPMG are not independent if they
or any of their covered persons have certain financial relationships with their audit clients or certain affiliates of those
clients. The Funds are required under various securities laws to have their financial statements audited by an independent
accounting firm.
The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered
persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client's equity
securities. For purposes of the Loan Rule, audit clients include all of the series of the Fund Complex, including the Funds.
KPMG has informed the Trust's Audit Committee that it and certain of its covered persons have relationships with one or more
lenders who hold, as record owner, more than ten percent of the shares of certain series of the Fund Complex, which implicates
the Loan Rule.
On June 20, 2016, the SEC staff issued a "no-action" letter to another mutual fund complex (see Fidelity Management & Research
Company, et al., No-Action Letter) (the "No-Action Letter") related to the Loan Rule. In the No-Action Letter, the SEC staff
provided assurances that it would not recommend enforcement action against a fund that relied on audit services performed
by an accounting firm that was not in compliance with the Loan Rule in certain specified circumstances. The circumstances
described in the No-Action Letter are substantially similar to the circumstances that may implicate KPMG's independence under
the Loan Rule with respect to the Funds. While the SEC had indicated that the assurances granted in the No-Action Letter would
expire eighteen months from its issuance, on September 22, 2017, the SEC staff extended its assurances indefinitely and indicated
that the No-Action Letter would be withdrawn upon the effectiveness of any amendments to the Loan Rule designed to address
the concerns expressed in the No-Action Letter.
KPMG has communicated to the Trust's Audit Committee that, after evaluating the facts and circumstances and the Loan Rule
and No-Action Letter, it believes that the relationships reported to the Trust's Audit Committee do not bear on its ability
to be objective and impartial in the performance of its audits of the Funds and that a reasonable investor, with knowledge
of all relevant facts and circumstances, would reach the same conclusion. Based on this evaluation, KPMG has confirmed that
it continues to be an independent accountant with respect to the Funds within the meaning of PCAOB Rule 3520 and all relevant
professional and regulatory standards. In May 2018, the SEC proposed amendments to revise its auditor independence rules related
to loans or debtor-creditor relationships. The rules, as proposed, are not expected to alter this conclusion.
If, in the future, the independence of KPMG is called into question under the Loan Rule by circumstances that are not addressed
in the No-Action Letter, the Funds may need to take action in order for the Funds' filings with the SEC containing financial
statements to be deemed compliant with applicable securities laws. Such actions could result in additional costs, impair the
ability of the Funds to issue new shares or have other material adverse consequences for the Funds.
Index Providers
The Wells Fargo Securities Strategic Indexing Group, a division of Wells Fargo Securities, LLC ("Wells Fargo Securities" or
"Index Provider"), an affiliate of Funds Management, Wells Capital Management, First International Advisors and Analytic,
and an indirect wholly-owned subsidiary of Wells Fargo & Company, serves as index provider for the Wells Fargo Factor Enhanced
Large Cap Index, Wells Fargo Factor Enhanced Small Cap Index, Wells Fargo Factor Enhanced International Index, Wells Fargo
Factor Enhanced Emerging Markets Index, Wells Fargo International Government Bond Index, Wells Fargo U.S. Core Bond Index,
Wells Fargo U.S. Investment Grade Corporate Bond Index, and Wells Fargo U.S. High Yield Bond Index (collectively, the "Propriety
Indexes"). Wells Fargo Securities uses a rules-based methodology to maintain and disseminate each of the Proprietary Indexes.
In order to address potential conflicts that may exist because of the affiliation between the Manager and the Index Provider,
the Manager and the Index Provider have established policies and procedures designed to prevent non-public information about
pending changes to the Proprietary Indexes from being improperly used or disseminated, and to prevent the Funds' portfolio
managers from having any influence on the Proprietary Indexes' methodology. The Index Provider and Wells Capital Management
and Analytic, as Fund sub-advisers, have each adopted policies and procedures designed to establish a wall of separation between
the personnel who have responsibility for the Proprietary Indexes and personnel who have responsibility for managing the Funds.
To this end, the policies and procedures impose information barriers to ensure that Wells Capital Management, First International
Advisors and Analytic do not have any greater access to information from, or the ability to influence, Index Provider about
index composition, changes or operations.
Barclays Risk Analytics and Index Solutions Limited, an unaffiliated third-party service provider, serves as index provider
for the Bloomberg Barclays U.S. Aggregate ex-Corporate Credit Index.
J.P. Morgan Securities, LLC, an unaffiliated third-party service provider, serves as index provider for the J.P. Morgan EMBI
Global Diversified Index.
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.
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 Wells Fargo Funds Management, LLC ("Funds Management"), Wells Fargo Asset Management ("WFAM")
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
such portfolio holdings and other information required by rule 2a-7 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.
D. Specified Alternative Funds.
Furthermore, each Fund shall file such forms and portfolio holdings information in filings made with the SEC in the manner
specified on such forms and with such frequency as required by such forms and applicable SEC rules and regulations.
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 or contractual obligation 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 to 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 ("Funds Distributor")
.
E.
External Servicing Agents
. Portfolio holdings may be disclosed to servicing agents in connection with the day-to-day operations and management of the
funds. These recipients include, but are not limited to: a fund's auditors; a fund's custodians; a fund's accountants; proxy
voting service providers; class action processing service providers; pricing service vendors; prime brokers; securities lending
agents; counsel to a fund or its independent Trustees; regulatory authorities; third parties that assist in the review, processing
and/or analysis of Fund portfolio transactions, portfolio accounting and reconciliation, portfolio performance, trade order
management, portfolio data analytics, electronic order matching and other analytical or operational systems and services in
connection with supporting a fund's operations; a fund's insurers; financial printers; and providers of electronic systems
providing access to materials for meetings of a fund's board of Trustees.
F.
Rating Agencies
. Nationally Recognized Statistical Ratings Organizations 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 containing such information.
I.
In-Kind Redemptions
. In connection with satisfying in-kind redemption requests from Funds, the redeeming shareholders and their advisers and
service providers may 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.
Commentaries
. Funds Management and WFAM 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 and WFAM, the
information could be used in a manner that would be harmful to the Funds.
VII.
Other Investment Products
. Funds Management, WFAM and/or their 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 these Procedures, including the list of approved recipients, as often as they deem appropriate, but
not less often than annually, and will consider for approval 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 Investment 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.
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 Investment
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 Fund.
Portfolio Turnover
. The portfolio turnover rate is not a limiting factor when a Sub-Adviser deems portfolio changes appropriate. Changes may
be made in the portfolios consistent with the investment objectives and policies of the Fund's whenever such changes are believed
to be in the best interests of the 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 the Funds' investment(s) in one
or more portfolio(s) of the Master Trust for the fiscal periods shown in the table:
Fund
February 28, 2018
Emerging Markets Bond Fund
18%
1
Factor Enhanced Emerging Markets Fund
79%
1
Factor Enhanced International Fund
44%
1
Factor Enhanced Large Cap Fund
36%
1
Factor Enhanced Small Cap Fund
44%
1
High Yield Corporate Bond Fund
51%
1
International Government Bond Fund
127%
2
U.S. Core Bond Fund
62%
1
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.
Fund/Fiscal Year or Period
Total Paid to All Brokers
Total Paid to Wells Fargo Clearing Services, LLC
February 28, 2018
Emerging Markets Bond Fund
$0
$0
Factor Enhanced Emerging Markets Fund
$449,346
$0
Factor Enhanced International Fund
$913,638
$0
Factor Enhanced Large Cap Fund
$0
$0
Factor Enhanced Small Cap Fund
$271,725
$0
High Yield Corporate Bond Fund
$0
$0
International Government Bond Fund
$0
$0
U.S. Core Bond Fund
$0
$0
Securities of Regular Broker-Dealers.
The
Funds
are
required to identify any securities of
their
"regular brokers or dealers" (as defined under Rule 10b-1 of the 1940 Act) or of
their
parents that the
Funds
may hold at the close of their most recent fiscal year. As of
February 28, 2018
, the Funds held no securities of their regular broker-dealers or of their parents.
DETERMINATION OF NET ASSET VALUE
The NAV per share for each Fund is determined as of the close of regular trading (currently 4:00 p.m. (Eastern time)) on each
day the New York Stock Exchange ("NYSE") is open for business. Expenses and fees, including advisory fees, are accrued daily
and are taken into account for the purpose of determining the NAV of each Fund's shares.
Each Fund's investments are generally valued at current market prices. Securities are generally valued based on the last sales
price during the regular trading session if the security trades on an exchange ("closing price"). Securities that are not
traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service.
Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price ("NOCP"), and
if no NOCP is available, then at the last reported sales price. A Fund is required to depart from these general valuation
methods and use fair value pricing methods to determine the value of certain investments if it is determined that the closing
price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does
not accurately reflect its current value when the Fund calculates its NAV. In addition, we also use fair value pricing to
determine the value of investments in securities and other assets, including illiquid securities, for which current market
quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect its current
value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund
calculates its NAV that materially affects the value of the security. We use various criteria, including a systematic evaluation
of U.S. market moves after the close of foreign markets, in deciding whether a foreign security's market price is still reliable
and, if not, what fair market value to assign to the security. With respect to any portion of a Fund's assets that are invested
in other mutual funds, the Fund's NAV is calculated based upon the net asset values of the other mutual funds in which the
Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair
value pricing and the effects of using fair value pricing. In light of the judgment involved in fair value decisions, there
can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in
NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.
Money market instruments and debt instruments maturing in 60 days or less generally are valued at amortized cost. Futures
contracts will be marked to market daily at their respective settlement prices determined by the relevant exchange. Prices
may be furnished by a reputable independent pricing service. Prices provided by an independent pricing service may be determined
without exclusive reliance on quoted prices and may take into account appropriate factors such as institutional-size trading
in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market
data.
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.
On December 22, 2017, new tax legislation was enacted which includes significant changes in tax rates, restrictions on miscellaneous
itemized deductions, changes to the dividends received deduction, restrictions on the deduction of interest and the international
operations of domestic businesses. Certain changes have sunset provisions, which are important to note. Because the tax legislation
is recently enacted and Treasury Regulations related to such legislation have not been drafted, there is still uncertainty
in how the legislation will affect the Fund's investments and shareholders and whether such legislation could have an adverse
effect on a Fund's investments or the taxation of the shareholders of a Fund. Shareholders are urged and advised to consult
their own tax advisor with respect to the impact of this legislation.
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.
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.
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. Under recently enacted legislation, for tax years beginning after
December 31, 2018, the Fund may be required to include in income certain fees that are treated as OID and required to be included
in income for financial statement purposes when received (rather than when accrued into income under current law). It is unclear
whether this provision applies to market discount as well. 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 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.
"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.
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.
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 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.
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 24% 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.
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.
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.
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. As of the date of
this filing, individuals are subject to the U.S. federal AMT at a maximum rate of 28%. Corporations are not subject to the
U.S. federal AMT for taxable years beginning after December 31, 2017. Shareholders with questions or concerns about the U.S.
federal AMT should consult own their own tax advisers.
Cost Basis Reporting
Each Fund or its delegate is required to report cost basis information for shareholders who are individuals and S Corporations
to 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.
July 1, 2018
IIS/FASAI22
On December 15, 2015, the Wells Fargo Advantage Funds changed its name to the Wells Fargo Funds.
The
Factor Enhanced Emerging Markets Fund
commenced operations on August 3, 2017.
The
Factor Enhanced International Fund
commenced operations on August 3, 2017.
The
Factor Enhanced Large Cap Fund
commenced operations on August 3, 2017.
The
Factor Enhanced Small Cap Fund
commenced operations on August 3, 2017.
The
High Yield Corporate Bond Fund
commenced operations on August 3, 2017.
The
International Government Bond Fund
commenced operations on October 31, 2017.
The
U.S. Core Bond Fund
commenced operations on August 3, 2017.
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.
(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) Each 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 manager
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.
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.
hedge. If it is anticipated that exchange rates will rise, the 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.
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.
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.
(the "1933 Act").
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 the 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.
Depositary Shares (collectively, "ADRs"), Global Depositary Receipts and Global Depositary Shares (collectively, "GDRs"),
New York Shares and other forms of depositary receipts. These securities may not necessarily be denominated in the same currency
as the securities into which they may be converted. ADRs are receipts typically issued by a United States bank or trust company
which evidence ownership of underlying securities issued by a foreign corporation. GDRs are receipts issued outside the United
States typically by non-United States banks and trust companies that evidence ownership of either foreign or domestic securities.
Generally, ADRs in registered form are designed for use in the United States securities markets and GDRs in bearer form are
designed for use outside the United States. New York Shares are securities of foreign companies that are issued for trading
in the United States.
The Fund has a segregated account in which they may maintain cash, U.S. Government obligations or other high-quality debt
instruments in an amount at least equal in value to the Fund's commitments to purchase when-issued securities. If the value
of these assets declines, the Fund will place additional liquid assets in the account on a daily basis so that the value of
the assets in the account is at least equal to the amount of such commitments.
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 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.
Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment
or a portion of its portfolio as a duration management technique or to protect against any increase in the price of securities
to be purchased at a later date. By using an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing
the Fund to select what the manager believes is an attractive part of the yield curve. The Fund will ordinarily use these
transactions as a hedge or for duration or risk management although it is permitted to enter into them to enhance income or
gain or to increase the Fund's yield, for example, during periods of steep interest rate yield curves (i.e., wide differences
between short term and long term interest rates). An MMD Rate Lock is a contract between the Fund and an MMD Rate Lock provider
pursuant to which the parties agree to make payments to each other on a notional amount, contingent upon whether the Municipal
Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the contract. For example,
if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale is below the specified level
on the expiration date, the counterparty to the contract will make a payment to the Fund equal to the specified level minus
the actual level, multiplied by the notional amount of the contract. If the Municipal Market Data AAA General Obligation Scale
is above the specified level on the expiration date, the Fund will make a payment to the counterparty equal to the actual
level minus the specified level, multiplied by the notional amount of the contract. In entering into MMD Rate Locks, there
is a risk that municipal yields will move in the direction opposite of the direction anticipated by the Fund. In connection
with investments in MMD Rate Locks, there is a risk that municipal yields will move in the opposite direction than anticipated
by the Fund, which would cause the Fund to make payments to its counterparty in the transaction that could adversely affect
the Fund's performance. The Fund has no obligation to enter into MMD Rate Locks and may not do so.
(Born 1957)
(Born 1953)
(Born 1952)
Asset Allocation Trust
(Born 1949)
Audit Committee Chairman, since 2008
(Born 1950)
(Born 1953)
(Born 1951)
(Born 1959)
(Born 1943)
(Born 1959)
1
Length of service dates reflect the Trustee's commencement of service with the Trust's predecessor entities, where applicable.
2
Jane Freeman became Chair Liaison effective January 1, 2018.
3
Olivia Mitchell became Chairman of the Governance Committee effective January 1, 2018.
4
Timothy Penny became Chairman of the Board effective January 1, 2018.
5
James Polisson and Pamela Wheelock each became a Trustee effective January 1, 2018.
(Born 1960)
(Born 1974)
(Born 1967)
(Born 1973)
(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, Dynamic Target Date Funds, International Equity
Funds, Large Cap Stock Funds, Multi-Asset Funds, Target Date Retirement 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, Specialty Funds, U.S. Equity 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.
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 served as a Trustee of the Trusts in the Fund Complex and their predecessor funds since 1996, and Chairman
of the Board of Trustees since 2018. 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. 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 appointed, 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 February 28, 2018, there were 153 series in the Fund Complex.
2
Mr. Polisson and Ms. Wheelock each became a Trustee effective January 1, 2018. Mr. Polisson and Ms. Wheelock served as Advisory
Board members during 2017, and neither Mr. Polisson nor Ms. Wheelock received more than $60,000 in compensation from the Fund
Complex for service as Advisory Board members during that time period.
1
Includes Trustee ownership in shares of funds within the entire Wells Fargo Fund Complex (consisting of 153 funds).
Next $5B
Over $10B
0.23%
0.21%
Next $5B
Over $10B
0.13%
0.11%
Next $5B
Over $10B
0.13%
0.11%
Next $5B
Over $10B
0.08%
0.06%
Next $5B
Over $10B
0.13%
0.11%
Next $5B
Over $10B
0.23%
0.21%
Next $5B
Over $10B
0.23%
0.21%
1
Funds Management receives a monthly fee at the annual rates for the Wells Fargo Bloomberg Barclays US Aggregate ex-Corporate
Portfolio and Wells Fargo Investment Grade Corporate Bond Portfolio described in the Master Portfolio's Advisory Agreement.
Tony Norris
Alex Perrin
Harindra de Silva, Ph.D., CFA
Monisha Jayakumar
David Krider, CFA
Harindra de Silva, Ph.D., CFA
Monisha Jayakumar
David Krider, CFA
Ryan Brown, CFA
Harindra de Silva, Ph.D., CFA
Monisha Jayakumar
Ryan Brown, CFA
Harindra de Silva, Ph.D., CFA
Monisha Jayakumar
Janet S. Rilling, CFA, CPA
Michael J. Schueller, CFA
Tony Norris
Alex Perrin
Christopher Y. Kauffman, CFA
2
Janet S. Rilling, CFA, CPA
3
Michael J. Schueller, CFA
1
Michal Stanczyk
2
Noah M. Wise, CFA
1
1
Portfolio manager of the Fund and of the Investment Grade Corporate Bond Portfolio.
2
Portfolio manager of the Fund and of the Bloomberg Barclays US Aggregate Bond ex-Corporate Portfolio.
3
Portfolio manager of the Fund and of the Bloomberg Barclays US Aggregate Bond ex-Corporate Portfolio and the Investment Grade
Corporate Bond Portfolio.
$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.
Factor Enhanced Intermediate Fund
Factor Enhanced Small Cap Fund
Factor Enhanced Large Cap Fund
$0
$0
$0
Factor Enhanced Small Cap Fund
$0
Factor Enhanced Intermediate Fund
Factor Enhanced Small Cap Fund
Factor Enhanced Large Cap Fund
$0
$0
$0
Factor Enhanced Intermediate Fund
Factor Enhanced Small Cap Fund
Factor Enhanced Large Cap Fund
$0
$0
$0
Factor Enhanced Intermediate Fund
$0
International Government Bond Fund
$0
International Government Bond Fund
$0
International Government Bond Fund
$0
U.S. Core Bond Fund
$0
U.S. Core Bond Fund
$0
For the fiscal year ended February 28, 2018, the Funds did not pay the Distributor any fees for distribution-related services.
For the fiscal year ended February 28, 2018, the Funds did not pay the Distributor any fees for distribution-related services.
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.
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.
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).
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, among other things, to 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 asset classes.
1
For the period from August 3, 2017 (commencement of operations) to February 28, 2018
2
For the period from October 31, 2017 (commencement of operations) to February 28, 2018
A shareholder's tax treatment may vary depending upon the shareholder's particular situation. Except as specifically set
forth below, this discussion applies only to U.S. individual 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
summary discussion that follows may not be considered to be individual tax advice and may not be relied upon by any shareholder.
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.
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.
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 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.
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.
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.
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.
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.
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. Notably, for tax years beginning after December 31, 2017 (but not for tax years beginning after December
31, 2025), miscellaneous itemized deductions are suspended for non-corporate taxpayers. Accordingly, during this time period,
individuals may be more likely to take advantage of a foreign tax credit. Shareholders should consult their tax advisers regarding
the impact of these changes on their personal situation.
U.S. Federal Income Tax Rates.
Noncorporate Fund shareholders (i.e., individuals, trusts and estates) currently are taxed at a maximum rate of 37% 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
21%. 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.
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.
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 37% in the case of individuals
and 21% 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.
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.
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.
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 eight 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.
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 June 4, 2018, 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 June 4, 2018, 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 |
||
Emerging Markets Bond Fund |
|
|
Everen Cap Corp For WFAM Holdings LLC
|
100% |
|
Factor Enhanced Emerging Markets Fund |
|
|
Everen Cap Corp For WFAM Holdings LLC
|
100% |
|
Factor Enhanced International Fund |
|
|
Everen Cap Corp For WFAM Holdings LLC
|
100% |
|
Factor Enhanced Large Cap Fund |
|
|
Everen Cap Corp For WFAM Holdings LLC
|
100% |
|
Factor Enhanced Small Cap Fund |
|
|
Everen Cap Corp For WFAM Holdings LLC
|
100% |
|
High Yield Corporate Bond Fund |
|
|
Everen Cap Corp For WFAM Holdings LLC
|
100% |
|
International Government Bond Fund |
|
|
Everen Cap Corp For WFAM Holdings LLC
|
100% |
|
U.S. Core Bond Fund |
|
|
Everen Cap Corp For WFAM Holdings LLC
|
100% |
|
For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to "control" such company. Accordingly, to the extent that a person identified in the foregoing table is identified as the beneficial owner of more than 25% of a Fund, or is identified as the record owner of more than 25% of a Fund and has voting and/or investment powers, it may be presumed to control such Fund. A controlling person's vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.
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) Wells Fargo Asset Management (International), LLC (WFAMI) (formerly known as 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 WFAMI 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) 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.
(j) 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.
(k) 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.
(l) 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.
(m) 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.
(n) 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.
(o) 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.
(p) 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.
(q) 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) DST Asset Manager Solutions, Inc. (formerly 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) Wells Fargo Asset Management (International), LLC (formerly known as 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.
(m) 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.
(n) Rock Creek maintains all Records relating to its services as investment sub-adviser at 1133 Connecticut Ave., N.W., Suite 810, Washington, DC 20036.
(o) Chilton Investment Company maintains all Records relating to its services as investment sub-adviser at 1290 East Main Street, Stamford, CT, 06902.
(p) Mellon Capital maintains all Records relating to its services as investment sub-adviser at 50 Fremont Street, Suite 3900, San Francisco, CA 94105.
(q) Sirios maintains all Records relating to its services as investment sub-adviser at One International Place, Boston, MA 02110.
(r) Wellington Management maintains all Records relating to its services as investment sub-adviser at 280 Congress Street, Boston, MA 02210.
(s) 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.
(t) 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.
(u) Ellington Global Asset Management LLC maintains all Records relating to its services as investment sub-adviser at 53 Forest Avenue, Old Greenwich, CT 06870.
(v) 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 26th day
of June, 2018.
WELLS FARGO FUNDS TRUST
By: /s/ Maureen E. Towle
--------------------
Maureen E. Towle
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 580 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/ James G. Polisson
|
/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/ Nancy Wiser
|
/s/ Pamela Wheelock
|
*By: /s/ Maureen E. Towle
Maureen E. Towle
As Attorney-in-Fact
June 26, 2018
Exhibit No. |
Exhibits |
(d)(1) |
Schedule A to Investment Management Agreement with Wells Fargo Funds Management, LLC |
(d)(5) |
Amended and Restated Fee and Expense Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, LLC |
(h)(1) |
Schedule A to Appendix A to Class-Level Administration Agreement with Wells Fargo Funds Management, LLC |
(h)(3) |
Appendix A to Shareholder Servicing Plan |
(h)(5) |
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 |
(n) |
Appendix A to Rule 18f-3 Multi-Class Plan |
(p)(4) |
Schroder Investment Management North America Inc. Code of Ethics |
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 Class R61 Administrator Class Institutional Class |
0.21% 0.03% 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 R6 Administrator Class Institutional Class |
0.21% 0.21% 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 R62 Class T Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.21% 0.13% 0.13% |
Diversified International Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 0.13% 0.13% |
Dynamic Target Today Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2015 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2020 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2025 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2030 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2035 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2040 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2045 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2050 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2055 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Dynamic Target 2060 Fund Class A Class C Class R4 Class R6 |
0.21% 0.21% 0.08% 0.03% |
Emerging Growth Fund Class A Class C Class R63 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 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 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 Class R64 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 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 Class R65 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 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 |
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 Class R66 Administrator Class Institutional Class |
0.21% 0.21% 0.03% 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 R6 Administrator Class Institutional Class |
0.21% 0.21% 0.21% 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 R6 Administrator Class Institutional Class |
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 Institutional Class7 |
0.21% 0.21% 0.13% 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 Class R68 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 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 Class R69 Institutional Class |
0.16% 0.16% 0.03% 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 Class R610 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 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 Fund11 Class A12 Class R6 Administrator Class Institutional Class |
0.21% 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 Class R613 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 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 Class R614 Administrator Class Institutional Class |
0.16% 0.16% 0.03% 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 Institutional Class15 |
0.21% 0.21% 0.13% |
WealthBuilder Equity Fund Class A Class C Institutional Class16 |
0.21% 0.21% 0.13% |
WealthBuilder Growth Allocation Fund Class A Class C Institutional Class17 |
0.21% 0.21% 0.13% |
WealthBuilder Growth Balanced Fund Class A Class C Institutional Class18 |
0.21% 0.21% 0.13% |
WealthBuilder Moderate Balanced Fund Class A Class C Institutional Class 19 |
0.21% 0.21% 0.13% |
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: May 23, 2018
1. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the C&B Mid Cap Value Fund, effective on or about August 1, 2018.
2. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Diversified Income Builder Fund, effective on or about August 1, 2018.
3. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Emerging Growth Fund, effective on or about August 1, 2018.
4. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the High Yield Municipal Bond Fund, effective on or about August 1, 2018.
5. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Intermediate Tax/AMT-Free Fund, effective on or about August 1, 2018.
6. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the International Value Fund, effective on or about August 1, 2018.
7. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the Moderate Balanced Fund, effective on or about August 1, 2018.
8. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Municipal Bond Fund, effective on or about August 1, 2018.
9. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Short-Term Bond Fund, effective on or about August 1, 2018.
10. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Short-Term Municipal Bond Fund, effective on or about August 1, 2018.
11. On February 28, 2018, the Board of Trustees of Wells Fargo Funds Trust approved the name change of the Small Cap Opportunities Fund to the Disciplined Small Cap Fund. Subject to shareholder approval of a new sub-advisory agreement, the name change will become effective on or about June 27, 2018.
12. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class A to the Small Cap Opportunities Fund, effective on or about August 1, 2018.
13. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Strategic Municipal Bond Fund, effective on or about August 1, 2018.
14. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Ultra Short-Term Municipal Income Fund, effective on or about August 1, 2018.
15. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Conservative Allocation Fund, effective on or about August 1, 2018.
16. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Equity Fund, effective on or about August 1, 2018.
17. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Growth Allocation Fund, effective on or about August 1, 2018.
18. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Growth Balanced Fund, effective on or about August 1, 2018.
19. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Moderate Balanced Fund, effective on or about August 1, 2018.
The foregoing fee schedule is agreed to as of May 23, 2018 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
AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made as of June 1, 2018 , and amended as of October 3, 2008 and May 20, 2015, among Wells Fargo Funds Trust (the “Trust”), a Delaware statutory trust, for itself and on behalf of its series listed from time to time in Schedule A and B attached hereto (individually referred to as the “Fund” or collectively referred to as the “Funds”), Wells Fargo Master Trust (“Master Trust”) , a Delaware statutory trust, and Wells Fargo Funds Management, LLC (“Funds Management” or the “Adviser”), a limited liability company organized under the laws of the State of Delaware.
WHEREAS, each of the Trust and Master Trust is an open-end investment company registered under the Investment Company Act of 1940; and
WHEREAS, Funds Management serves as investment adviser and/or administrator to each of the Funds pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) and/or an administration agreement (the “Administration Agreement”);
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Limitation on Total Operating Expense Ratios . The Adviser hereby agrees to waive any advisory fees payable to it under the Investment Advisory Agreement, waive any administration fees payable to it under the Administration Agreement, and/or reimburse other expenses of the Funds or a class to the extent necessary to maintain a total operating expense ratio for each class of each Fund that does not exceed its capped operating expense ratio (each, a “Capped Operating Expense Ratio”) as set forth from time to time in Schedule A attached hereto (each, a “Commitment”). The operating expenses that may not exceed the Capped Operating Expense Ratio do not include expenses that are not included in calculating a fund’s operating expense ratio as reflected in its audited financial highlights (such as brokerage commissions, stamp duty fees, interest, taxes or acquired fund fees and expense) , prime broker fees, dividend and interest expense on securities sold short and do not include Extraordinary Expenses. Extraordinary Expenses shall include other expenses as are determined by a vote of the majority of the Trustees to be Extraordinary Expenses for this purpose.
2. Application of the Commitments to Tiered Funds . A Fund that invests in shares of a money market Fund need not attribute the money market Fund’s fees to the investing Fund’s operating expenses. A non-WealthBuilder Fund that invests in shares of a Wells Fargo Master Trust portfolio or in shares of a non-money market Fund shall attribute the portfolio’s or non-money market Fund’s fees to the investing Fund’s operating expenses. A Dynamic Target Date Fund that invests in securities of any registered investment company other than a money market Fund shall attribute the registered investment company’s fees to the investing Fund’s operating expenses. A WealthBuilder Fund that invests in shares of a Wells Fargo Master Trust Portfolio or in shares of a non-money market Fund need not attribute the portfolio’s or non-money market Fund’s fees to the investing Fund’s operating expenses. Except as expressly provided in this Section 2, a Fund that invests in securities of any registered investment company need not attribute the fees of such other registered investment company to the investing Fund’s operating expenses.
3. Duration of the Commitments.
(a) Initial Waiver . The parties agree that Funds Management will maintain the Capped Operating Expense Ratios until the expiration/renewal date specified in Schedule A (the “Expiration/Renewal Date”).
(b) Automatic Renewal of the Commitments . The parties agree that each Commitment will renew automatically for a period of one year from each anniversary of the Expiration/Renewal Date unless, prior to such anniversary date: (i) Funds Management provides notice to the Board to the effect that it has elected not to renew a Commitment for a full year with respect to one or more specified Funds or classes; (ii) Funds Management provides notice to the Board to the effect that it has elected to reduce a listed Capped Operating Expense Ratio with respect to one or more specified Funds or classes; and/or (iii) the Board approves an increase to the listed Capped Operating Expense Ratio with respect to one or more specified Funds or classes. The notice referred to in subparagraphs (i) and (ii), above, or in subparagraph (i) of Subsection 3(c), may take the form of presentation materials delivered to the Board at or before a meeting of the Board, a presentation to the Board at a meeting that is reflected in the minutes of such meeting, or written notice delivered to the Board .
(c) Funds Management’s Obligations Following Non-Renewal of a Commitment . Following any non-renewal of a Commitment with respect to one or more specified Funds or classes pursuant to Subsection 3(b), Funds Management will nevertheless maintain the listed Capped Operating Expense Ratio of the Fund or class until such time as: (i) Funds Management provides notice to the Board that it is reinstating the Commitment with respect to the Fund or class at the same or a reduced Capped Operating Expense Ratio, in which case the provisions of Subsection 3(b) shall govern thereafter; (ii) the Board approves an increase in the listed Capped Operating Expense Ratio, in which case the provisions of Subsection 3(d) shall govern; or (iii) the Board approves the elimination of any obligation to maintain a specified ratio.
(d) Board Approval of an Increase in a Capped Operating Expense Ratio . If the Board approves an increase in the listed Capped Operating Expense Ratio of a Fund or class, Funds Management’s Commitment to maintain the higher Capped Operating Expenses Ratio will be governed by the renewal and non-renewal provisions of Subsection 3(b).
(e) Funds Management’s Ability to Reduce a Capped Operating Expense Ratio or Extend the Term of a Commitment . Notwithstanding any other provision of this Agreement, Funds Management may reduce the Capped Operating Expense Ratio of a Fund or a class, or extend the term of the Commitment to maintain the Capped Operating Expense Ratio of a Fund or a class, without prior approval of the Board . Funds Management shall inform the Board of any action taken under this Subsection no later than the next regularly scheduled Board meeting. Unless Funds Management informs the Board that the reduced Capped Operating Expense Ratio will be governed by the renewal and non-renewal provisions of Subsection 3(b), the Capped Operating Expense Ratio of the Fund or class will revert to the Capped Operating Expense Ratio previously in effect at the next Expiration/Renewal Date.
4. Modification; Amendment . No modification or amendment to this Agreement shall be binding unless in writing and executed by Funds Management, the Trust and, if affected thereby, Wells Fargo Master Trust. Notwithstanding the foregoing, the parties hereby agree that the Schedules may be amended or supplemented by having Funds Management, the Trust and, if affected thereby, Wells Fargo Master Trust execute updated Schedules, without having such action constitute a modification or amendment to this Agreement. Among other matters, the parties intend that: (a) Schedule A shall be updated to reflect any additional Funds or classes that are established from time to time by the Trust and as to which a Capped Operating Expense Ratio is established; (b) Schedule A shall be updated to reflect any increases to Capped Operating Expense Ratios that have been approved by the Board or any reductions in Capped Operating Expense Ratios that have been implemented pursuant to the notice provisions of Subsections 3(b) or 3(c), or any reductions implemented by Funds Management pursuant to Subsection 3(e); (c) Schedule A shall be updated to reflect any term extensions implemented by Funds Management pursuant to Section 3(e); and (d) Schedule A shall designate any Funds or classes as to which a Commitment has not been renewed until (i) a Commitment is reinstated pursuant to Subsection 3(c) or 3(d), or (ii) the Board approves the elimination of any obligation to maintain a specified ratio, at which time such Fund or class shall be moved to Schedule B.
5. Entire Agreement . This Amended and Restated Agreement constitutes the entire agreement of the parties with respect to its subject matter. Each provision herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. In addition, each provision herein shall be treated as separate and independent with respect to each Fund.
IN WITNESS WHEREOF, the parties have duly executed this Amended and Restated Agreement as of June 1, 2018.
WELLS FARGO FUNDS TRUST, for itself and on
behalf of its series listed from time to time on the
Schedules attached hereto
Andrew Owen
President
WELLS FARGO MASTER TRUST
Andrew Owen
President
WELLS FARGO FUNDS MANAGEMENT, LLC
Paul Haast
Senior Vice President
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, 2018 December 31, 2018 December 31, 2018 December 31, 2018 |
Alternative Strategies Fund 1,2 Class A Class C Administrator Class Institutional Class |
2.22% 2.97% 2.07% 1.97% |
November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
Asia Pacific Fund Class A Class C Administrator Class Institutional Class |
1.60% 2.35% 1.50% 1.25% |
February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
Asset Allocation Fund Class A Class C Class R Class T Administrator Class Institutional Class |
1.13% 1.88% 1.38% 0.87% 0.95% 0.80% |
August 31, 2020 August 31, 2020 August 31, 2020 August 31, 2018 August 31, 2020 August 31, 2020 |
C&B Large Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.08% 1.83% 0.65% 1.00% 0.75% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
C&B Mid Cap Value Fund 3 Class A Class C Administrator Class Institutional Class |
1.25% 2.00% 1.15% 0.90% |
January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
California Limited-Term Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.80% 1.55% 0.60% 0.50% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
California Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.75% 1.50% 0.55% 0.48% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
Capital Growth Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.11% 1.86% 0.60% 0.94% 0.70% |
November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
Cash Investment Money Market Fund Administrator Class Institutional Class Select Class Service Class |
0.35% 0.20% 0.13% 0.50% |
May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 |
Colorado Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.85% 1.60% 0.60% 0.52% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
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, 2019 January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
Conservative Income Fund Institutional Class |
0.27% |
December 31, 2018 |
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, 2018 December 31, 2018 December 31, 2018 December 31, 2018 December 31, 2018 December 31, 2018 |
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, 2019 January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
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, 2019 January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
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 4 Class A Class C Class T Administrator Class Institutional Class |
0.85% 1.60% 1.08% 0.77% 0.52% |
January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
Diversified International Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.35% 2.10% 0.89% 1.25% 0.99% |
February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
Dynamic Target Today Fund Class A Class C Class R4 Class R6 |
0.91% 1.66% 0.67% 0.52% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2015 Fund Class A Class C Class R4 Class R6 |
0.97% 1.72% 0.69% 0.54% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2020 Fund Class A Class C Class R4 Class R6 |
0.99% 1.74% 0.71% 0.56% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2025 Fund Class A Class C Class R4 Class R6 |
1.01% 1.76% 0.73% 0.58% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2030 Fund Class A Class C Class R4 Class R6 |
1.03% 1.78% 0.75% 0.60% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2035 Fund Class A Class C Class R4 Class R6 |
1.04% 1.79% 0.76% 0.61% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2040 Fund Class A Class C Class R4 Class R6 |
1.05% 1.80% 0.77% 0.62% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2045 Fund Class A Class C Class R4 Class R6 |
1.05% 1.80% 0.77% 0.62% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2050 Fund Class A Class C Class R4 Class R6 |
1.05% 1.80% 0.77% 0.62% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2055 Fund Class A Class C Class R4 Class R6 |
1.05% 1.80% 0.77% 0.62% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Dynamic Target 2060 Fund Class A Class C Class R4 Class R6 |
1.05% 1.80% 0.77% 0.62% |
September 30, 2018 September 30, 2018 September 30, 2018 September 30, 2018 |
Emerging Growth Fund 5 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, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
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, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
Endeavor Select Fund Class A Class C Administrator Class Institutional Class |
1.20% 1.95% 1.00% 0.80% |
November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
Enterprise Fund Class A Class C Class R6 Administrator Class Institutional Class |
1.18% 1.93% 0.80% 1.10% 0.85% |
January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
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 Small Cap Fund Class A Class C Administrator Class Institutional Class |
1.55% 2.30% 1.40% 1.15% |
February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
Government Money Market Fund Class A Administrator Class Institutional ClassSelect Class Service Class Sweep Class |
0.60% 0.35% 0.20% 0.14% 0.50% 0.77% |
May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 |
Government Securities Fund Class A Class C Administrator Class Institutional Class |
0.85% 1.60% 0.64% 0.48% |
December 31, 2018 December 31, 2018 December 31, 2018 December 31, 2018 |
Growth Balanced Fund Class A Class C Administrator Class |
1.13% 1.88% 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, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
Heritage Money Market Fund Administrator Class Institutional Class Select Class Service Class |
0.35% 0.20% 0.13% 0.43% |
May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 |
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, 2018 December 31, 2018 December 31, 2018 December 31, 2018 December 31, 2018 |
High Yield Corporate Bond Fund |
0.00% |
June 30, 2019 |
High Yield Municipal Bond Fund 6 Class A Class C Administrator Class Institutional Class |
0.85% 1.60% 0.75% 0.60% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
Index Asset Allocation Fund Class A Class C Administrator Class Institutional Class |
1.08% 1.83% 0.90% 0.75% |
January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
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 7 Class A Class C Administrator Class Institutional Class |
0.70% 1.45% 0.60% 0.45% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
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, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
International Equity Fund 8 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, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
International Government Bond Fund |
0.00% |
June 30, 2019 |
International Value Fund 9 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 R6 Administrator Class Institutional Class |
1.11% 1.86% 1.36% 0.65% 0.95% 0.70% |
November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
Intrinsic World Equity Fund Class A Class C Administrator Class Institutional Class |
1.35% 2.10% 1.25% 0.95% |
February 28, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
Large Cap Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class |
1.08% 1.83% 1.33% 0.65% 0.97% 0.67% |
November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
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, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
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 10 Class A Class C Class R6 Administrator Class Institutional Class |
0.83% 1.58% 0.40% 0.75% 0.50% |
November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
Minnesota Tax-Free Fund Class A Class C Administrator Class Institutional Class |
0.85% 1.60% 0.60% 0.52% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
Moderate Balanced Fund
11
Administrator Class |
1.15%
0.90% |
September 30, 2019
September 30, 2019 |
Money Market Fund Class A Class C Premier Class Service Class |
0.60% 1.35% 0.20% 0.50% |
May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 |
Municipal Bond Fund 12 Class A Class C Administrator Class Institutional Class |
0.75% 1.50% 0.60% 0.48% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
Municipal Cash Management Money Market Fund Administrator Class Institutional Class Service Class |
0.30% 0.20% 0.45% |
May 31, 2019 May 31, 2019 May 31, 2019 |
National Tax-Free Money Market Fund Class A Administrator Class Premier Class Service Class |
0.60% 0.30% 0.20% 0.45% |
May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 |
North Carolina Tax-Free Fund Class A Class C Institutional Class |
0.85% 1.60% 0.54% |
October 31, 2018 October 31, 2018 October 31, 2018 |
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, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
Opportunity Fund 13 Class A Class C Administrator Class Institutional Class |
1.21% 1.96% 1.00% 0.75% |
January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
Pennsylvania Tax-Free Fund Class A Class C Institutional Class |
0.74% 1.49% 0.49% |
October 31, 2018 October 31, 2018 October 31, 2018 |
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, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 November 30, 2018 |
Real Return Fund Class A Class C Class R6 Administrator Class Institutional Class |
0.78%
0.40%
0.45% |
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, 2018 December 31, 2018 December 31, 2018 December 31, 2018 December 31, 2018 |
Short-Term Bond Fund 14 Class A Class C Institutional Class |
0.72% 1.47% 0.45% |
December 31, 2018 December 31, 2018 December 31, 2018 |
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, 2018 December 31, 2018 December 31, 2018 December 31, 2018 December 31, 2018 |
Short-Term Municipal Bond Fund 15 Class A Class C Administrator Class Institutional Class |
0.63% 1.38% 0.60% 0.40% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
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 16,17 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 |
1.90% 0.75% 1.05% 0.85% |
September 30, 2019 September 30, 2019 September 30, 2019 September 30, 2019 September 30, 2019 |
Specialized Technology Fund 18 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 19 Class A Class C Class R Class R6 Class T Administrator Class Institutional Class |
1.19% 1.94% 1.44% 0.76% 1.22% 1.11% 0.85% |
January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 January 31, 2019 |
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, 2019 February 28, 2019 February 28, 2019 February 28, 2019 |
Strategic Municipal Bond Fund 20 Class A Class C Administrator Class Institutional Class |
0.82% 1.57% 0.68% 0.48% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
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 |
1.23% 1.98% 1.15% 0.90% |
July 31, 2019 July 31, 2019 July 31, 2019 July 31, 2019 |
Treasury Plus Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class |
0.60% 0.35% 0.20% 0.45% 0.83% |
May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 |
Ultra Short-Term Income Fund Class A Class C Administrator Class Institutional Class |
0.70% 1.45% 0.55% 0.35% |
December 31, 2018 December 31, 2018 December 31, 2018 December 31, 2018 |
Ultra Short-Term Municipal Income Fund 21 Class A Class C Administrator Class Institutional Class |
0.67% 1.42% 0.60% 0.37% |
October 31, 2018 October 31, 2018 October 31, 2018 October 31, 2018 |
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 22 Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
WealthBuilder Equity Fund 23 Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
WealthBuilder Growth Allocation Fund 24 Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
WealthBuilder Growth Balanced Fund 25 Class A Class C |
0.75% 1.50% |
September 30, 2018 September 30, 2018 |
WealthBuilder Moderate Balanced Fund 26 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, 2018 October 31, 2018 October 31, 2018 |
100% Treasury Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class |
0.60% 0.30% 0.20% 0.50% 0.83% |
May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 May 31, 2019 |
Schedule A amended: June 1, 2018
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 23, 2018 the Board of Trustees of Wells Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for each share class of the Alternative Strategies Fund. Effective November 1, 2018 the NOERs will be as follows through October 31, 2019: Class A 2.19%; Class C 2.94%; Administrator Class 2.04%; Institutional Class 1.89%
3. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the C&B Mid Cap Value Fund with a net operating expense ratio of 0.80%, effective on or about August 1, 2018 through January 31, 2020.
4. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Diversified Income Builder Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through January 31, 2020.
5. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Emerging Growth Fund with a net operating expense ratio (NOER) of 0.85%, effective on or about August 1, 2018 through September 30, 2019. In addition, effective concurrently with the launch of Class R6, the NOERs for Class A and Class C will be reduced to 1.28% and 2.03%, respectively.
6. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the High Yield Municipal Bond Fund with a net operating expense ratio (NOER) of 0.50%, effective on or about August 1, 2018 through October 31, 2019. In addition the Board of Trustees was also notified of reductions to the NOER for each share class of the High Yield Municipal Bond Fund. Effective November 1, 2018 the NOERs will be as follows through October 31, 2019: Class A 0.80%; Class C 1.55%; Administrator Class 0.70%; Institutional Class 0.55%
7. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Intermediate Tax/AMT-Free Fund with a net operating expense ratio of 0.40%, effective on or about August 1, 2018 through October 31, 2019.
8. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for Class R6 and Institutional Class of the International Equity Fund. Effective March 1, 2019 the NOERs will be as follows through February 29, 2020: Class R6 0.79%; Institutional Class 0.84%
9. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the International Value Fund with a net operating expense ratio of 0.90%, effective on or about August 1, 2018 through September 30, 2019.
10. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for each share class of the Low Volatility U.S. Equity Fund. Effective December 1, 2018 the NOERs will be as follows through November 30, 2019: Class A 0.73%; Class C 1.48%; Class R6 0.30%; Administrator Class 0.65%; Institutional Class 0.40%
11. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of an Institutional Class to the Moderate Balanced Fund with a net operating expense ratio of 0.80%, effective on or about August 1, 2018 through September 30, 2019.
12. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Municipal Bond Fund with a net operating expense ratio of 0.43%, effective on or about August 1, 2018 through October 31, 2019.
13. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for Class A and Class C of the Opportunity Fund. Effective February 1, 2019 the NOERs will be as follows through January 31, 2020: Class A 1.18%; Class C 1.93%
14. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Short-Term Bond Fund with a net operating expense ratio of 0.40%, effective on or about August 1, 2018 through December 31, 2019.
15. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Short-Term Municipal Bond Fund with a net operating expense ratio of 0.35%, effective on or about August 1, 2018 through October 31, 2019.
16. On February 28, 2018, the Board of Trustees of Wells Fargo Funds Trust approved the name change of the Small Cap Opportunities Fund to the Disciplined Small Cap Fund. The Board was also notified of a reduction to the net operating expense ratio (NOER) for each share class. The name change and NOER reduction will become effective on or about June 27, 2018, pending shareholder approval of a new sub-advisory agreement. The NOERs will be as follows through July 31, 2019: Class R6 0.50%; Administrator Class 0.85%; Institutional Class 0.60%
17. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class A to the Small Cap Opportunities Fund. Effective on or about August 1, 2018, the net operating expense ratio for Class A will be 0.93% through July 31, 2020.
18. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust was notified of reductiosn to the net operating expense ratio (NOER) for each share class of the Specialized Technology Fund. Effective August 1, 2018 the NOERs will be as follows through July 31, 2019: Class A 1.38%; Class C 2.13%; Administrator Class 1.28%; Institutional Class 1.03%
19. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for each share class of the Special Mid Cap Value Fund. Effective February 1, 2019 the NOERs will be as follows through January 31, 2020: Class A 1.16%; Class C 1.91%; Class R 1.41%; Class R6 0.73%; Administrator Class 1.08%; Institutional Class 0.83%
20. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Strategic Municipal Bond Fund with a net operating expense ratio of 0.43%, effective on or about August 1, 2018 through October 31, 2019.
21. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Ultra Short-Term Municipal Income Fund with a net operating expense ratio of 0.32%, effective on or about August 1, 2018 through October 31, 2019.
22. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Conservative Allocation Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through September 30, 2019.
23. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Equity Fund with a net operating expense ratio f 0.42%, effective on or about August 1, 2018 through September 30, 2019.
24. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Growth Allocation Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through September 30, 2019.
25. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Growth Balanced Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through September 30, 2019.
26. On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Moderate Balanced Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through September 30, 2019.
The foregoing schedule of capped operating expense ratios is agreed to as of June 1, 2018 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
As of May 18, 2004
Amended and Restated Fee and Expense Agreement
Schedule B
WELLS FARGO FUNDS TRUST
Not Subject to Capped Operating Expense Ratios
Name of Fund/Class |
Date of Removal from Schedule A |
|
|
|
|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees
Wells Fargo Funds Trust
We consent to the use of our report dated April 28, 2018, with respect to the financial statements of 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, Wells Fargo International Government Bond Fund, and Wells Fargo U.S. Core Bond Fund, eight of the funds comprising the Wells Fargo Funds Trust, as of February 28, 2018, incorporated herein by reference and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information.
/s/ KPMG LLP
Boston, Massachusetts
June 22, 2018
[WELLS FARGO FUNDS LETTERHEAD]
June 26, 2018
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
SHAREHOLDER SERVICING AGREEMENT
THIS SHAREHOLDER SERVICING AGREEMENT is made as of February 20, 2014, and is amended and restated as of June 1, 2018, by and among WELLS FARGO FUNDS TRUST, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Fund” and collectively, the “Funds”), WELLS FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (the “WFFD”) and WELLS FARGO FUNDS MANAGEMENT, LLC, a Delaware limited liability company (“WFFM”). WFFD and WFFM shall together be referred to as “Wells Fargo”. Absent written notification to the contrary by either the Trust or Wells Fargo, each new series of the Trust established in the future and for which the Service Plan (as defined below) has been adopted shall automatically become a “Fund” for all purposes hereunder as if set forth on Schedule I.
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Trust, pursuant to its shareholder servicing plan (the “Service Plan”), desires to retain WFFD and WFFM to provide or engage other entities to provide certain shareholder support services to beneficial owners of the Fund’s shares (the “Clients”);
WHEREAS, WFFD is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and serves as the principal underwriter for the Funds; and
WHEREAS, WFFM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and serves as the investment adviser and administrator for the Funds;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Services as Shareholder Servicing Agent .
1.1 Wells Fargo will provide to its Clients shareholder services and may provide sub-accounting, record-keeping, and other administrative services as may from time to time be reasonably requested by the Trust or its Clients, including, but not limited to, the services listed in Schedule II to this Agreement (the “Services”).
1.1.1 Wells Fargo may sub-contract a portion of the Services to DST Asset Manager Solutions, Inc. (formerly Boston Financial Data Services, Inc., “DST”) to assist in the execution of Wells Fargo’s duties to provide Services to Clients that establish and maintain accounts directly on the books and records of the Funds’ transfer agent (“Direct-to-Fund Investors”); provided, however, that the sub-contracting with such person shall not relieve Wells Fargo of its responsibilities or liabilities hereunder. The cost of performance of such duties performed by DST will be borne and paid by Wells Fargo. No obligation may be imposed on the Trust in any such respect. Wells Fargo shall supervise the activities of DST in connection with the execution of its duties and obligations to provide Services to Direct-to-Fund Investors hereunder. In connection with the arrangement with DST, Wells Fargo shall refund to applicable share classes of Funds in which Direct-to-Fund Investors pay a fee for Services under the Service Plan such amounts as may be agreed upon from time to time between Wells Fargo and the Trust, with the approval of the Trust’s Board of Trustees. Wells Fargo shall provide all Services to Direct-to-Fund Investors that are not sub-contracted to DST.
1.2 In connection with all matters relating to this Agreement, Wells Fargo agrees to comply with all applicable federal and state laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act and the Advisers Act and the regulations of FINRA (“Applicable Law”).
1.3 The Trust shall furnish from time to time, for use in connection with the Services provided pursuant to this Agreement, such information with respect to the Funds as Wells Fargo may reasonably request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent.
1.4 Wells Fargo will be compensated for the Services rendered hereunder, to the extent permitted by the Service Plan. Wells Fargo shall prepare reports for the Board of Trustees of the Trust (the “Board”) regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports of the amounts expended pursuant to the Service Plan and the purposes for which such expenditures were made.
1.5 Wells Fargo may execute and deliver written,third-party agreements based substantially on the form of Administrative and Shareholder Servicing Agreement attached as Appendix C to the Service Plan, duly approved by the Board with banks, investment advisers, and other financial institutions that are holders of record or have a servicing relationship with Clients (the “Third-Party Servicing Agents”) to provide the Services to their Clients. WFFD may execute and deliver written, third-party agreements with broker-dealers that are holders ofrecord or have a servicing relationship with Clients, based substantially on the form duly approved by the Board under the Distribution Plan. Wells Fargo also may enter into such agreements based on such additional forms of agreement as it deems appropriate, provided that Wells Fargo determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such Third-Party Servicing Agent under any such form of agreement do not exceed their responsibility or liability under the form(s) approved by the Board, and provided further that Wells Fargo determines that the overall terms of any such form of agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board. In entering into and performing under such agreements, Wells Fargo shall act as principal and not as agent for the Trust or any Fund.
2. Representations and Undertakings .
2.1 The Trust represents to Wells Fargo that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.
2.2 The Trust represents and warrants to Wells Fargo that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes Wells Fargo and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.
2.3 No Shares shall be offered by either Wells Fargo or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust.
2.4 The Trust agrees to advise Wells Fargo as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.
3. Indemnification.
3.1 The Trust agrees to indemnify, defend and hold Wells Fargo, its several officers and directors, and any person who controls Wells Fargo within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Wells Fargo, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or necessary to make any statement in such documents not misleading; provided , however , that the Trust’s agreement to indemnify Wells Fargo, its officers and directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by Wells Fargo or any affiliate thereof and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify Wells Fargo, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which Wells Fargo, its officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of Wells Fargo’s, its officer’s or director’s, or any such controlling person’s duties, or by reason of Wells Fargo’s, its officer’s or director’s, or any such controlling person’s reckless disregard of its obligations and duties under this Agreement.
3.2 Wells Fargo agrees to indemnify, defend and hold the Trust, its several officers and Trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by Wells Fargo or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished by Wells Fargo or any affiliate thereof to the Trust or its counsel required to be stated in such answers or necessary to make such information not misleading or (b) any alleged willful misfeasance, bad faith or negligence in the performance of Wells Fargo’s obligations and duties under the Agreement or by reason of its alleged reckless disregard thereof.
4. Confidentiality.
Wells Fargo agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Funds and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where Wells Fargo may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.
In accordance with Regulation S-P, Wells Fargo will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust or any Fund regarding any shareholder; provided, however, that Wells Fargo and its affiliates may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to Wells Fargo, or as may be permitted by law. Wells Fargo agrees to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.
5. Anti-Money Laundering Program.
WFFD represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency, and will promptly remedy any material deficiency of which it learns.
6. Limitations of Liability.
Except as provided in paragraph 3.2, Wells Fargo shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.
7. Term.
This Agreement shall become effective on the date of its execution and may be terminated at any time on 30 days’ written notice to the other parties (which notice may be waived by the other parties).
8. Release.
The names “Wells Fargo Funds Trust” and “Trustees of Wells Fargo Funds Trust” refer respectively to the Trust created by the Declaration of Trust and the Trustees as Trustees but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer or shareholder shall be personally liable for any such liabilities. All persons dealing with any Fund of the Trust must look solely to the property belonging to such Fund for the enforcement of any claims against the Trust.
9. Miscellaneous.
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.
This Agreement shall be governed by the laws of the State of Delaware.
10. Notices.
Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice. Until further notice, it is agreed that the address of the Trust shall be Wells Fargo Funds Trust, 525 Market Street, 12 th Floor, San Francisco, California 94105, Attention: Secretary, and that of Wells Fargo shall be Wells Fargo Funds Management, LLC, 525 Market Street, 12 th Floor, San Francisco, California 94105, Attention: Secretary.
11. Counterparts.
This Agreement may be executed in any manner of counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
WELLS FARGO FUNDS TRUST
on behalf of the Funds
By:
Name: Andrew Owen
Title: President
WELLS FARGO FUNDS DISTRIBUTOR, LLC
By:
Name: Wayne Badorf
Title: President
WELLS FARGO FUNDS MANAGEMENT, LLC
By: ________________________________
Name: Paul Haast
Title: 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 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
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 Fund1
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: February 28, 2018
1
On February 28, 2018, the Board of Trustees of Wells Fargo Funds Trust approved the name change of the Small Cap Opportunities Fund to the Disciplined Small Cap Fund. Subject to shareholder approval of a new sub-advisory agreement, the name
change will become effective on or about June 27, 2018.
SCHEDULE II
Services
1) Establish and maintain accounts relating to Clients that invest in Shares;
2) Answer Client inquiries regarding account status and history, and the manner in which purchases, exchanges and redemptions of Shares may be effected;
3) Assist Clients in designating and changing dividend options (as available), account designations and addresses;
4) Process and verify purchase, redemption and exchange transactions;
5) Process and verify the wiring or other transfer of funds to and from Client accounts in connection with Client orders to purchase or redeem Shares;
6) Provide necessary personnel and facilities to establish and maintain Client accounts and records, respond to questions with respect to the Funds; and
7) Provide such other shareholder liaison or related services as the Funds or a Client may reasonably request.
SCHEDULE A
WELLS FARGO FUNDS MANAGEMENT
INVESTMENT MANAGEMENT AGREEMENT
WELLS FARGO FUNDS TRUST
Fee as % of Avg. Daily
|
||
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 1 |
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 |
First 500M Next 500M Next 2B Next 2B Next 5B Over 10B |
0.45
0.40 0.375 0.34 0.32 |
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 2 |
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 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 |
First 500M
Next 2B Next 2B Next 5B Over 10B |
0.45 0.425 0.40 0.375 0.34 0.32 |
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 5B Next 5B Over 10B |
0.20 0.19 0.18 |
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 3 |
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 4 |
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 5 |
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 |
0.10 0.09 0.08 |
Target 2010 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2015 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2020 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2025 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2030 Fund
|
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2035 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2040 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2045 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2050 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2055 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
Target 2060 Fund |
First 5B Next 5B Over 10B |
0.10 0.09 0.08 |
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 5B Next 5B Over 10B |
0.20 0.19 0.18 |
Schedule A amended: June 1, 2018
On May 23, 2018, the Board of Trustees of Wells Fargo Funds Trust approved changes to the investment management fees for the C&B Mid Cap Value Fund. Effective February 1, 2019, the fees will be: First 500M 0.75; Next 500M 0.725; Next 1B 0.70; Next 2B 0.675; Next 1B 0.65; Next 5B 0.64; Next 2B 0.63; Next 4B 0.62; Over 16B 0.61
2 On May 23, 2018, the Board of Trustees of Wells Fargo Funds Trust approved changes to the investment management fees for the Enterprise Fund. Effective February 1, 2019, the fees will be: First 500M 0.75; Next 500M 0.725; Next 1B 0.70; Next 2B 0.675; Next 1B 0.65; Next 5B 0.64; Next 2B 0.63; Next 4B 0.62; Over 16B 0.61
3 On May 23, 2018, the Board of Trustees of Wells Fargo Funds Trust approved changes to the investment management fees for the Opportunity Fund. Effective February 1, 2019, the fees will be: First 500M 0.75; Next 500M 0.725; Next 1B 0.70; Next 2B 0.675; Next 1B 0.65; Next 5B 0.64; Next 2B 0.63; Next 4B 0.62; Over 16B 0.61
4 On February 28, 2018, the Board of Trustees of Wells Fargo Funds Trust approved a reduction to the investment management fee and name change of the Small Cap Opportunities Fund to the Disciplined Small Cap Fund. Subject to shareholder approval of the new Wells Capital Management sub-advisory agreement, the name change and following fee schedule will become effective on or about June 15, 2018: First 1B 0.50; Next 4B 0.475; Next 5B 0.44; Over 10B 0.43
5 On May 23, 2018, the Board of Trustees of Wells Fargo Funds Trust approved changes to the investment management fees for the Special Mid Cap Value Fund. Effective February 1, 2019, the fees will be: First 500M 0.75; Next 500M 0.725; Next 1B 0.70; Next 2B 0.675; Next 1B 0.65; Next 5B 0.64; Next 2B 0.63; Next 4B 0.62; Over 16B 0.61
± As long as the Fund invests 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
|
|
First 5B Next 5B Over 10B |
0.30 0.29 0.28 |
The foregoing fee schedule is agreed to as of June 1, 2018 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
Schroders
COMPLIANCE MANUAL – SCHRODER INVESTMENT NORTH AMERICA INC.
CODE OF ETHICS
Received 1/11/18
SCOPE AND PURPOSE……………………………….2
OUTSIDE DIRECTORSHIPS……………………………….3
OUTSIDE EMPLOYMENT……………………………….3
PRIVATE SECURITIES TRANSACTIONS AND TAX SHELTERS……………………………….4
INSIDER TRADING POLICY……………………………….4
MATERIALITY……………………………….5
PROCEDURES AND RESPONSIBILITIES OF ACCESS AND ASSOCIATED PERSONS………………6
PENALTIES………………………………. 6
SPECIAL PROVISIONS FOR TRADING IN THE SECURITIES OF SCHRODERS PLC………………7
STOP LIST……………….7
PERSONAL SECURITIES TRANSACTIONS POLICY……………………………….7
COVERED SECURITIES ……………………………….7
PRE-CLEARANCE……………………………….8
COVERED ACCOUNTS……………………………….11
MANAGED ACCOUNTS……………………………….12
OPENING A NEW COVERED ACCOUNT ……………………………….12
TRADING IN SECURITIES OF COMPANIES WHERE ADVISER HOLDS SIGNIFICANT POSITION……12
BLACK OUT PERIODS – ACCESS PERSONS ONLY…………………………13
REPORTING REQUIREMENTS……………………………14
GRANTING OF EXCEPTIONS………………………………16
APPENDIX A OF THE CODE OF ETHICS – APPROVERS……………………………….18
APPENDIX B OF THE CODE OF ETHICS – DESIGNATED BROKERS…………………19
APPENDIX C OF THE CODE OF ETHICS – RULE SET……………………………….20
APPENDIX D OF THE CODE OF ETHICS – REPORTABLE FUNDS……………………21
SCOPE AND PURPOSE
This document is the Code of Ethics (the “Code”) for Schroder Investment Management North America Inc. (the “Adviser”), as required by Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”).
The purpose of the Code is to set standards of conduct that govern the activities of all personnel, to ensure that business is conducted in a manner that meets the high standards required by our fiduciary duty to clients, and in compliance with all legal and regulatory requirements to which the firm is subject.
This Code applies to all officers, directors and employees (full and part time) of the Adviser (“Access Persons”). Certain consultants to the Adviser may also be deemed as Access Persons and subject to this Code.
Sections of this Code also apply to any persons who work for the firm in a Financial Operations Principal (“FINOPs”) capacity. FINOPs are offsite persons who are associated with the firm’s affiliated broker dealer, Schroder Fund Advisors LLC (“SFA”). These individuals are deemed “Associated Persons” rather than Access Persons.
All persons employed by any subsidiary of Schroders plc (“Schroders”) other than the Adviser who, in connection with their duties, are aware of securities under consideration for purchase or sale on behalf of clients, as well as personnel who are aware of portfolio holdings of registered investment companies advised or sub-advised by the Adviser or its affiliates [as listed on Appendix D] (“Reportable Funds”), are covered by the Codes of Ethics applicable to those entities, and to the Group Policies relating to ethics and personal securities trading.
In carrying out their job responsibilities, all Access Persons or Associated Persons must, at a minimum, comply with all applicable legal requirements, including applicable securities laws. In addition, all Access Persons or Associated Persons must: maintain professional integrity and behave with ethical conduct; place the interests of clients and the integrity of the investment profession above their own personal interests; use professional judgment when engaging in all professional activities and encourage peers to do the same; behave in a manner that reflects well on themselves and Schroders; and strive to maintain and improve their professional competence and the professional competence of their peers.
Any breach by an Access Person or Associated Person of the laws, regulations and procedures outlined in the Code of Ethics will be deemed to be a violation of the terms of his or her employment with the Adviser or his or her association with SFA, and may result in disciplinary action and/or dismissal, in addition to any other penalties or liabilities resulting from such violation.
The Code imposes restrictions on personal securities transactions that are reasonably designed to prevent any conflict of interest, or the appearance of any conflict of interest, between Access Persons’ or Associated Persons’ trading for their personal accounts and securities transactions initiated or recommended for clients.
The Code also provides procedures to ensure that securities transactions undertaken by Access Persons or Associated Persons, whether for clients or for personal purposes, do not involve the misuse of material non-public information- including sensitive information relating to client portfolio holdings and transactions being considered to be undertaken on behalf of clients. Therefore, incorporated within the Code are an Insider Trading Policy and a Personal Securities Transactions Policy.
These Policies contain procedures that must be followed by all personnel pursuant to Rule 204A-1 and Rule 204-2(a)(12) under the Advisers Act, Rule 17j-1 under the Investment Company Act of 1940 (the “Investment Company Act”) and Section 204A of the Advisers Act. To the extent that associated persons of SFA are subject to the Code, it incorporates the requirements of Section 20A of the Securities Exchange Act of 1934 (the “Exchange Act”).
Access Persons may not serve on the board of directors (or the equivalent) of any publicly listed or traded issuer, except with the prior written authorization of the Chief Executive Officer of the Adviser or, in his or her absence, the Chief Executive Officer. Associated Persons must receive similar written authorization from the President of SFA.
That authorization may be granted based only upon a determination that the board service would be consistent with the interests of Schroders and its clients. If permission to serve as a director is given, the issuer will be placed permanently on the Global Stop List.
Transactions in that issuer‘s securities for client and personal securities accounts may be authorized when certification has been obtained from that issuer‘s Secretary, or similar officer, that its directors are not in possession of material price sensitive information with respect to its securities.
No Access Person or Associated Person may engage in any form of outside business relationship without first making a written request to do so and obtaining the written consent of the Adviser or SFA, respectively.
Outside business activities must be logged on MyCompliance via the “Outside Activity” section of the MyCompliance dashboard. Once submitted, the information is routed for line manager, Human Resources, and Compliance review. The Access Person is notified through an email auto-generated from the MyCompliance system if/when their request is approved. Access Persons or Associated Persons must receive prior written approval of the Chief Compliance Officer or the General Counsel to receive a fee from any outside source for activities in the financial services or other investment related fields. For the purposes of this restriction, outside employment includes self-employment, whether in an individual capacity or through an entity in which the Access Person or Associated Person has an interest.
In addition, all Access Persons or Associated Persons are required to disclose any personal relationship which may potentially create a real or perceived conflict of interest with their responsibilities at Schroders. Such potential conflicts include, but are not limited to, situations where a child, partner or other member of the household is employed as an investment professional at a competitor or a trader at one of our potential counterparties. Any such relationships should be disclosed in MyCompliance in the “Certifications” section of the MyCompliance dashboard.
PRIVATE SECURITIES TRANSACTIONS AND TAX SHELTERS
No Access Person or Associated Person may participate in any type of private placement or tax shelter without obtaining the advance consent of their direct supervisor (for Associated Persons) and the Chief Compliance Officer. The Access Person or Associated Person must submit the information and certification specified in the Personal Securities Transaction Policy.
Only passive investments (without operational, management or promotional duties) in a private securities transaction are permitted. FINRA Rule 3280 requires that Associated Persons of SFA contemplating private securities transactions must submit a detailed request to participate to the firm, which must issue permission to proceed. This request may be submitted electronically through MyCompliance and will be routed to the designated Compliance Officer for SFA.
Exiting a private placement or tax shelter, whether by sale or redemption, does not need to be approved but the transaction must be reported to Compliance in the Access Person’s next quarterly transactions report and the next annual holding report.
Additional capital calls by a private investment vehicle that the supervisor and Compliance have already approved do not need to be pre-cleared, however a confirmation of such activity should be included in the next quarterly transaction report.
No Access Person or Associated Person who is a registered representative licensed with FINRA under the supervision of SFA may receive selling compensation in connection with a private securities transaction or tax shelter not offered through SFA. Any Access Person or Associated Person engaged in selling activity other than in connection with his or her duties as a registered representative must obtain prior permission in writing from his or her supervisor and the Chief Compliance Officer.
THE SCOPE AND PURPOSE OF THIS POLICY
It is a violation of United States federal law and a serious breach of the Adviser’s policies for any Access or associated person to trade in, or recommend trading in, the securities of a issuer for his/her personal gain, or on behalf of the firm or its clients, while in possession of material, non-public information (“inside information”) which may come into his/her possession either in the course of performing his/her duties, or through a breach of any duty of trust and confidence.
Such violations could subject you, the Adviser, and its affiliates, to significant civil and criminal liability, including the imposition of monetary penalties, and could also result in irreparable harm to the reputation of the Adviser. Tippees (i.e., persons who receive material, non-public information) may also be held liable if they trade or pass along such information to others.
Further, it is a violation of anti-fraud provisions of the Advisers Act for Access Persons or Associated Persons who are aware of transactions being considered for clients, or are aware of the portfolio holdings in the reportable funds to which the Adviser (or an affiliate) acts an adviser, to disclose such information to a party who has “no need to know” or to trade on such information for personal gain by, among other things, front-running or market timing.
The US Insider Trading and Securities Fraud Enforcement Act of 1988 (“ITSFEA”) requires all broker-dealers and investment advisers to establish and enforce written policies and procedures reasonably designed to prevent misuse of material, non-public information.
The provisions of ITSFEA apply both to trading while in possession of such information, and to communicating such information to others who might trade on it improperly.
Material information about transactions that the Adviser undertakes on behalf of clients is proprietary to the firm. Use of that information by Access and associated persons in personal securities dealings—or communication of the information to others with the expectation that they will trade--violates the duties that Access and associated persons owe to the Adviser and its clients.
Information that Access Persons and Associated Persons obtain through research, or through communications with issuers on behalf of the Adviser, belongs to the Adviser and may not be used in connection with personal securities transactions other than in compliance with the personal securities transactions provisions of this Code of Ethics.
Where Access Persons or Associated Persons receive information from issuers or research providers that they believe is material and non-public in the course of their duties for the Adviser, they must immediately notify the General Counsel or Chief Compliance Officer.
Information which emanates from outside an issuer, but may affect the market price of an issuer’s securities, can also be inside information. For example, material, non-public information can originate within the Adviser itself. This would include knowledge of activities or plans of an affiliate, or knowledge of securities transactions that are being considered or executed by the Adviser itself on behalf of clients.
Material, non-public information can also be obtained from knowledge about a client that a person has discovered in his/her dealings with that client. Material, non-public information pertaining to a particular issuer could also involve information about another issuer that has a material relationship to the issuer, such as a major supplier’s decision to increase its prices. Moreover, non-public information relating to portfolio holdings in a Reportable Fund should not be used to market-time or engage in other activities that are detrimental to the Reporting Fund and its shareholders.
In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell securities while in possession of material information relating to a tender offer, if the person buying or selling the securities knows, or has reason to know, that the information is non-public and has been acquired, directly or indirectly, from the person making, or planning to make, the tender offer, from the target company, or from any officer, director, partner or employee or other person acting on behalf of either the bidder or the target company.
This rule prohibits not only trading, but also the communication of material, non-public information relating to a tender offer to another person in circumstances under which it is reasonably foreseeable that the communication will result in a trade by someone in possession of the material non-public information. All staff is subject to the Global Market Abuse Policy which provides further guidance on what may be regarded as abusive behaviors.
PROCEDURES AND RESPONSIBILITIES OF ACCESS AND ASSOCIATED PERSONS
Please see Compliance’s Market Abuse Policy located on the Compliance intranet page for prohibitions regarding persons who acquire material non-public information.
PENALTIES
Penalties for trading on or communicating material, non-public information are severe, both for the individuals involved in such unlawful conduct and their employers. Under the law, a person can be subject to some or all of the penalties below, even if s/he does not personally benefit from the violation. Penalties include:
1. civil injunctions;
2. disgorgement of profits;
3. treble damages – fines for the Access Person or Associated Person who committed the violation, of up to 3 times the profit gained or loss avoided, whether or not the person actually benefited;
4. fines for the employer or other controlling person of up to the greater of $1,000,000, or 3 times the profit gained or loss avoided; and
5. imprisonment.
SPECIAL PROVISIONS FOR TRADING IN THE SECURITIES OF SCHRODERS PLC
Special restrictions apply to trading in the securities of Schroders plc because staff, by virtue of their employment, may be deemed to have inside information:
1. Securities of Schroders plc will not be purchased for any client account without the permission of that client, and then only if permitted by applicable law.
2. Personal securities transactions in the securities of Schroders plc are subject to blackout periods and other restrictions which are outlined in the UK Staff Dealing Rules. These can be found on the Group Compliance intranet page. A trade request must be submitted via MyCompliance and approved by the UK Corporate Secretariat prior to trading.
Schroders maintains a Global Stop List that includes company securities for which one or more persons at the Adviser and its affiliates may hold price sensitive information. The Stop List locally is maintained by the US Compliance team.
PERSONAL SECURITIES TRANSACTIONS POLICY
All Access Persons are subject to the restrictions contained in this Personal Securities Transactions Policy (the “Policy”) with respect to their transactions in Covered Securities (defined below). Temporary and seconded employees may be subject to some or all provisions of the Policy, as specified.
COVERED SECURITIES : Securities, such as equities, fixed income instruments, ETFs, and derivatives of those securities, including options, are covered by this Policy. The same limitations pertain to transactions in a security related to a Covered Security, such as an option to purchase or sell a Covered Security and any security convertible into or exchangeable for a Covered Security.
Not covered by this Policy are:
shares in any open-end US registered investment company (mutual fund) that is not a Reportable Fund
shares issued by money market funds
shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
Securities which are direct obligations of the U.S. Government ( i.e ., Treasuries).
bankers’ acceptances, bank certificates of deposit, commercial paper, bitcoins, currencies, repurchase agreements and other high quality short-term debt instruments1
If this policy treats a security as not covered, you may purchase or sell it without obtaining pre-clearance and you do not have to report it. Accounts holding only securities not covered by this policy are not required to be held at a designated broker (listed in Appendix B). However, if the account has brokerage capabilities, you must still report the account.
The following section addresses how to obtain pre-clearance, when you may trade and how to establish an account.
If you fail to pre-clear a transaction in a Covered Security, you may be monetarily penalized and/or be subjected to a personal trading suspension. Violations of this Policy will be reported to the Adviser’s Executive Committee and will result in reprimands that could also affect your employment with Schroders.
Pre-clearance is obtained by completing an electronic trade request which can be found on the MyCompliance dashboard. Trade requests are submitted by requesting a quantity in a security. In the event that the MyCompliance system is not working, pre-clearance can be obtained by submitting an email to the Compliance department.
Approvals can be influenced by a variety of factors, including: the sensitivity of the position of the person submitting the request, principal amount of the trade, market capitalization, and trading or investment activity in the security for the benefit of clients.
When submitting a trade request, you are assumed to be representing that you have read and agree to be bound by the Code of Ethics, including its Insider Trading Policy and Personal Securities Transaction Policy, and that the proposed transaction, to your knowledge, complies with all the rules and restrictions established within the applicable policies .
1. Pre-clearance is valid until close of business on the same day that the pre-clearance is granted. If the transaction has not been executed within that timeframe, a new pre-clearance must be obtained.
2. Pre-clearance for international securities is valid until the close of business on the following business day in order to compensate for different time zones.
3. It is Schroders’ policy to discourage excessive personal trading on the part of its Access Persons.
If you wish to purchase an initial public offering 2 or securities in a private placement 3 , you must obtain permission from your direct supervisor (for Access Persons) and the Chief Compliance Officer. In such cases, an Access Person would submit a trade request via MyCompliance. If approved appropriate records will be maintained in writing by the Chief Compliance Officer in accordance with Rule 17j-1(f)(2).
The Compliance Officer will not approve transactions in securities that are not publicly traded, unless the Access Person or Associated Person provides such documents as the Compliance Department requests and the Chief Compliance Officer concludes, after consultation with one or more of the relevant Portfolio Managers, that the Adviser would have no foreseeable interest in investing in such security or any related security for the account of any Client.
The following transactions do not require pre-clearance :
Tender of shares already held into an offer if the tender offer is open on the same terms to all holders of the securities covered by the offer . (This includes transactions in The Swiss Helvetia Fund during its blackout period.)
HOLDING PERIODS
Short Term Trading: All Access Persons are strongly advised against short-term trading and are prohibited from making trades that expose them to material open-ended liabilities. This includes short selling, CFD investing, spread betting and leveraged account management without putting an appropriate stop-loss mechanism in place.
Any Access Persons who appear to have established a pattern of short term trading may be subject to additional restrictions or penalties including, but not limited to, a limit or ban on future personal trading activity and a requirement to disgorge profits on short-term trades.
All Covered Securities are subject to a 60 calendar day holding period . Trades in Reportable Funds are also subject to the 60 day holding period. Securities may not be sold or bought back within 60 days after the original transaction without the permission of the Chief Compliance Officer who has exemptive authority to override the 60 day holding policy for good cause shown.
Schroders plc shares purchased in the market (rather than forming part of a remuneration award) are subject to a one-year holding period.
Non volitional exceptions:
The Short Term Trading Prohibition shall not pertain to the exercise of a call sold by an Access Person to cover a long position. However, although an Access Person may purchase a put to cover a long position, the exercise of such put will only be approved if the underlying security was held for the minimum required period (60 calendar days). The exercise of a covered put is subject to the same pre-clearance and reporting requirements as the underlying security.
COVERED ACCOUNTS
A Covered Account is an account in which Covered Securities are held by you, or an account in which you own a beneficial interest (except where you have no influence or control). This includes IRA accounts as well as any 401k account held from a former employer that holds a Covered Security, such as stock of the former employer or a Fund which exclusively holds such stock. Covered Accounts are covered by this policy and are subject to the aforementioned preclearance and holding policies.
Accounts held by your spouse (including his/her IRA or 401k accounts), minor children and other members of your immediate family (children, stepchildren, grandchildren, parents, step parents, grandparents, siblings, in-laws and adoptive relationships) who share your household are also considered Covered Accounts, as are any other accounts over which you exercise investment discretion. In addition, accounts maintained by your domestic partner (an unrelated adult with whom you share your home and contribute to each other’s support) are considered Covered Accounts under this Policy .
The Access Person will be presumed to have influence and control over any of the above-described accounts unless the Access Person obtains the written consent of the Chief Compliance officer to treat the account as not covered. If you are in any doubt as to whether an account falls within this definition of Covered Account, please see Compliance.
Covered Securities purchased through an account reported as non-covered is a breach of this Code even if the transaction was otherwise permitted. Unless prior written consent is obtained from the Chief Compliance Officer, the account will be designated as a Covered Account (defined below) and must promptly be transferred to a designated broker. If a security is covered, every Access Person has an obligation to understand the rules that apply to pre-clearance, holding period and reporting of that security.
All US-based personnel
are required to maintain their Covered Accounts at a Designated Broker as listed in Appendix B. US open-end mutual funds are not required to be held in a brokerage account - they may be held directly with the fund company or
its transfer agent. To the extent that Access Persons hold Reportable Funds directly with the fund company or transfer agent, they assume the responsibility to report transactions in those funds manually in their quarterly reports and their holding in their
annual report.
Persons on secondment from London or other offices may apply to Compliance for a waiver of the requirement to maintain their Covered Accounts at a US Designated Broker. As MyCompliance is a globally used system, employees wishing to trade in US securities must follow the procedures as set forth for US-based personnel unless waived by Compliance.
A Managed Account is an account over which the Access Person has no direct or indirect influence or control, such as where investment discretion is delegated in writing to an independent fiduciary.
Managed Accounts are still considered Covered Accounts and
must be reported to Compliance.
Compliance cannot approve a Managed Account until an official discretionary letter from the independent fiduciary is received which expressly states that the Access Person does not have any investment discretion. Compliance must
have a discretionary letter on file
for each managed account
and will request an updated letter annually.
All managed accounts open after January 1, 2018 are required to be held at one of the designated brokers identified in Appendix B. If the account was open prior to January 1, 2018, it is not required to be held at a designated broker but quarterly statements must be provided to Compliance.
Since the Access Person does not have any investment discretion on Managed Accounts, transactions in these accounts are not subject to the preclearance and holding policies. However, Compliance will conduct periodic reviews to check the transactions in Managed Accounts against blackout and stop lists.
Employees must receive written approval from Compliance before opening a covered account with a broker. This rule applies to all new covered accounts, whether or not the employee already holds other approved accounts with the same broker. This rule also applies to managed accounts.
TRADING IN SECURITIES OF COMPANIES WHERE ADVISER HOLDS SIGNIFICANT POSITION
Regulatory and reputational risks are higher when Access Persons hold investments in which the Adviser and its affiliates (the “Advisory Group”) collectively have large holdings on behalf of their clients and/or themselves. For this reason, Access Persons are not permitted to purchase equity investments in which the Advisory Group holds more than 10% of the issued share capital of the company (excluding open-ended investment companies and closed ended Schroder managed investment trusts) on behalf of clients (including both pooled funds and segregated accounts) or on its own behalf, except where pre-emption rights are compromised, e.g. in the case of public rights issues, in which case Compliance approval must be obtained.
This will be checked by MyCompliance as part of the pre-clearance procedure. The sale of existing holdings in which the Advisory Group holds more than 10% of a company’s share capital may be made, subject to compliance with the rest of this policy, but personnel – in particular any Access Persons with knowledge of, or dealings with, the company or its senior management, arising from their Investment responsibilities – should exercise great care in determining the appropriate timing of such disposals having regard to their knowledge of the company’s affairs and any anticipated or potential corporate events.
BLACK OUT PERIODS – ACCESS PERSONS ONLY
In order to prevent Access Persons from buying or selling securities in competition with orders for clients, or from taking advantage of knowledge of securities being considered for purchase or sale for clients, 4 Access Persons may not be able to execute a trade in a Covered Security within seven calendar days after a client has traded in the same (or a related) security. Trades requested through MyCompliance will run through pre-defined rules in the system which will include checking if a trade requested was also traded in a client account and may result in the trade requested by the Access Person being denied.
The Swiss Helvetia Fund – During the preparation of the annual and semi-annual financial reports for The Swiss Helvetia Fund, an Access Person may not purchase or sell shares of the Fund, except pursuant to a rights offering or tender offer. This blackout period will begin on the day following the date that the fiscal year (or half-year) ends, and end on the date when the financial report is filed with the Securities and Exchange Commission, or is mailed to shareholders(whichever is earlier). Exceptions to this blackout period will be granted only upon the obtaining of the prior written consent of either the Chief Compliance Officer or General Counsel.
ALL OTHER ADVISORY PERSONNEL
All other persons who are aware of securities under consideration for purchase or sale on behalf of clients, as well as personnel who are aware of portfolio holdings of Reportable Funds, wherever geographically situated, are subject to their local policies and procedures relating to personal securities transactions. Records of such persons’ personal transactions will be maintained locally in accordance with Rule 204-2(a)(12) under the Advisers Act and made available to representatives of the US Securities and Exchange Commission upon request.
Temporary employees who are deemed Access Persons must comply with this Code, although such employees may not be subject to the requirement of maintaining Covered Accounts at a Designated Broker. Exemptions from the Code made for temporary employees shall be documented by Compliance.
All personnel are required to report their transactions in Covered Securities in MyCompliance through various filings that are due at certain times of the year. Access Persons will receive notification of these filings and their respective deadlines via MyCompliance. Failure to comply with these time sensitive filings will result in a violation of the Code of Ethics.
INITIAL REPORTING
No later than 10 days after joining the Adviser, each Access Person must provide Compliance with a list of each Covered Security s/he owns (as defined above). The information provided, which must be current as of a date no more that 45 days prior to the date such person became an Access Person, must include: the title of the security; the exchange ticker symbol or CUSIP; the number of shares owned (for equities); and principal amount (for debt securities).
The Access Person must also provide information on the name of the broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person. The report must be signed by the Access Person and the date of submission noted. Access Persons may provide account statements in place of a written list.
Unless approved by the Chief Compliance Officer, all new Access Persons who have accounts with brokers that are not on the list of Designated Brokers (see Appendix B) will have to move their accounts within a reasonable timeframe established by Compliance upon their hire. The Chief Compliance Officer will only allow an Access Person to keep a Covered Account with a broker outside of the Designated Brokers list in extenuating circumstances.
QUARTERLY REPORTS
No later than 30 days after the end of each calendar quarter, each Access Person will provide Compliance with a report of all transactions in Covered Securities in the quarter. All information requested on the form issued via MyCompliance must be provided.
Access Persons must also report any new securities accounts established during the quarter, including the name of the broker/dealer and the date the securities account was established. If all transactions have taken place in Covered Accounts at an approved broker that provides statements to Schroders, a simple affirmation of those transactions may be provided through the electronic certification distributed by MyCompliance.
Transactions in shares of Reportable Funds must be reported, including transactions other than purchases through payroll deductions in the now combined Schroder 401(k) and Defined Contribution Plans. Only exchanges of existing positions must be reported. Payroll deductions and changes to future investment of payroll deductions do not need to be reported. All transactions in the SERP are subject to the same reporting requirements as the Schroder 401(k) plan.
Please note that capital calls on private placements do not require preclearance but should be reported on these quarterly reports.
ANNUAL REPORTS
Within 45 days after the end of the calendar year, each Access Person must report all his/her holdings in Covered Securities as at December 31, including: the title; exchange ticker symbol or CUSIP; number of shares and principal amount of each Covered Security the Access Person owns (as defined above), and the names of all securities accounts.
The report must be submitted via MyCompliance by the Access Person and the date of submission noted. Access Persons may rely on brokerage statements provided by a Designated Broker or another broker-dealer that has been approved by the Chief Compliance Officer.
The information on personal securities transactions received and recorded will be deemed to satisfy the obligations contained in Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. Such reports may, where appropriate, contain a statement to the effect that the reporting of the transaction is not to be construed as an admission that the person has any direct or indirect beneficial interest or ownership in the security. Any such reports shall be maintained for at least five years after the end of the fiscal year in which the report was made, the first two years in an easily accessible place.
KNOWLEDGE OF THE CODE AND ANNUAL CERTIFICATION
Each Access Person is responsible for understanding the provisions of this Code. Each will certify, at least annually, that she or he has reviewed the current version of this Code and has complied with the Code.
The Chief Compliance Officer will ensure that Access Persons have access to the most current version of the Code. The Code will be maintained on the internal Compliance website at:
http://myintranet.london.schroders.com/channels/index/compliance-usa/Pages/compliance-usa.aspx
All Access Persons will receive written notification of amendments to the Code together with a copy of the revisions or directions on where a current copy can be obtained.
SELF-REPORTING OF VIOLATIONS
Access Persons and Associated Persons have an obligation to review their own trading to ensure that they have acted in compliance with the provision of this Code. To the extent that such person determines that she or he has executed a transaction not in compliance with this Code, that person has an obligation to report the violation to the Chief Compliance Officer.
The Chief Compliance Officer and the General Counsel may, on a case-by-case basis, grant exceptions to any provisions under this Code for good cause. Any such exceptions and the reasons for granting them will be maintained in writing by the Chief Compliance Officer and presented to the Board of Directors of the Adviser at the next scheduled meeting.
Adopted: October 1, 1995
Amended: May 15, 1996
May 1, 1997
June 12, 1998
June 2, 1999
March 14, 2000
August 14, 2001
June 23, 2003
October 23, 2003
December 9, 2003
May 11, 2004
January 14, 2005
December 5, 2005
March 6, 2006
September 14, 2007
September 14, 2009
March 9, 2010
June 12, 2012
June 18, 2013
June 12, 2014
May 20, 2015
September 30, 2015
May 1, 2017
December 31, 2017
1. High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality.
2. An IPO is an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to reporting requirements under the federal securities laws.
3. A private placement is an offering of securities that are not registered under the Securities Act because the offering qualified for an exemption from the registration provisions.
4. A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made or communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.
APPENDIX A OF THE CODE OF ETHICS – APPROVERS
In the event that the MyCompliance system is not accessible, the US Compliance team is authorized to pre-clear personal transactions.
Compliance email: “*US SIM - SIM NA Compliance”
Link to MyCompliance: https://schroders.starcompliance.com/Employee
APPENDIX B OF THE CODE OF ETHICS – DESIGNATED BROKERS
Designated Brokers:
Charles Schwab
Chase Investment Services
Citi Personal Wealth Management
E*Trade
Edward Jones
Fidelity
Goldman Sachs
Interactive Brokers
JP Morgan Securities / Private Bank
Lending Club*
Merrill Lynch
Morgan Stanley Smith Barney
Scottrade Financial
Stifel
T. Rowe Price
TD Ameritrade
UBS Wealth Management
Vanguard
Wells Fargo
*Lending Club (and other peer-to-peer lending accounts) where the employee is the lender must be disclosed via the “Outside Activity” section of MyCompliance. Please note that these accounts require line manager approval prior to being opened.
APPENDIX C OF THE CODE OF ETHICS – RULE SET
Security Type |
Requires Pre-clearance? |
Subject to 60 day holding period |
Equities |
Yes |
Yes |
Exchange Traded Funds |
Yes |
Yes |
Derivatives |
Yes |
Yes |
Fixed Income securities |
Yes |
Yes |
US Open ended Mutual Funds - (other than Reportable Funds) |
No |
No |
Non US Open ended Mutual Funds - (Not managed by the Adviser or an affiliated adviser ) |
Yes |
Yes |
Reportable Funds and Non-US funds managed by Schroders (outside of your Schroders 401k) |
No |
Yes |
Closed end Funds |
Yes |
Yes |
Initial Public Offerings |
Yes |
Yes |
Private Placements |
Yes |
n/a |
Non-volitional dividend reinvestment transactions and corporate action elections for which formal public documents are issued |
No |
n/a |
Schroders plc shares, purchased outside of a remuneration package |
Yes |
Yes, one year |
Direct obligations of the US Government |
No |
No |
Bankers acceptances, commercial paper, repurchase agreements, bitcoins, currencies |
No |
No |
Crowdfunding & Crowdsourcing – non security based |
No |
No |
Crowdfunding & Crowdsourcing – security based |
Yes |
Yes |
APPENDIX D OF THE CODE OF ETHICS – REPORTABLE FUNDS
Affiliated Investment Companies Advised by SIMNA
The Swiss Helvetia Fund, Inc.
Schroder North American Equity Fund
Schroder Emerging Markets Small Cap Fund
Schroder Long Duration Investment-Grade Bond Fund
Schroder Short Duration Bond Fund
Schroder Total Return Fixed Income Fund
Affiliated Investment Companies Sub-Advised by SIMNA
AST Schroders Global Tactical Portfolio
AZL Schroder Emerging Markets Equity Fund
Brookfield Real Assets Fund
Consulting Group Capital Markets Funds – International Equity Investments
Guidestone Funds –Extended Duration Bond Fund
Hartford Schroders Emerging Markets Debt and Currency Fund
Hartford Schroders Emerging Markets Debt and Currency Fund
Hartford Schroders Emerging Markets Multi-Sector Bond Fund
Hartford Schroders Global Strategic Bond Fund
Hartford Schroders Income Builder Fund
Hartford Schroders International Multi-Cap Value Fund
Hartford Schroders International Stock Fund
Hartford Schroders Tax-Aware Bond Fund
Hartford Schroders US Small Cap Opportunities Fund
Hartford Schroders US Small/Mid Cap Opportunities Fund
Met Investors Series Trust – Schroders Multi-Asset Portfolio
PMC Core Fixed Income Fund
The Finance Company of Pennsylvania
Russell Core Bond Fund
Russell Investment Grade Bond Fund
Russell Strategic Bond Fund
SEI Opportunistic Income Fund
SunAmerica Schroders VCP Global Allocation Portfolio
SunAmerica Seasons Series Trust – International Equity Portfolio
Transamerica International Small Cap Fund
Vanguard International Explorer Fund
Vanguard International Growth Fund
Vanguard Variable Annuity Plan
Vantagepoint Low Duration Bond Fund
Wells Fargo Small Cap Opportunities Fund
Wilmington Trust Multi-Manager International Fund
SCHRODERS US COMPLIANCE MANUAL: APPENDIX A – CODE OF ETHICS
EFFECTIVE MAY 1, 2017, REVISED DECEMBER 31, 2017 (PENDING BOARD APPROVAL)
APPENDIX A
RULE 18f-3 MULTI-CLASS PLAN
WELLS FARGO FUNDS TRUST
Funds Trust Multi Class
|
Maximum Initial Sales Charge ^ |
MaximumCDSC ± ,^ |
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 Class R6 1 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 |
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 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 |
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 R6 2 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 |
Diversified International 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 |
Dynamic Target Today Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2015 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2020 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2025 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2030 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2035 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2040 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2045 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2050 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2055 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Dynamic Target 2060 Fund Class A Class C Class R4 Class R6 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.10 None |
Emerging Growth Fund Class A Class C Class R6 3 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 |
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 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 Class R6 4 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 |
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 Class R6 5 Administrator Class Institutional Class |
3.00 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
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 Class R6 6 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 |
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 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 |
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 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 |
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 Institutional Class 7 |
5.75 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 0.25 None |
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 Class R6 8 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 |
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 Class R6 9 Institutional Class |
2.00 None None None |
None 1.00 None None |
None 0.75 None None |
0.25 0.25 None 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 Class R6 10 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 |
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 11 Class A 12 Class R6 Administrator Class Institutional Class |
5.75 None None None |
None None None None |
None None None None |
0.25 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 Class R6 13 Administrator Class Institutional Class |
4.00 None None None None |
None 1.00 None None None |
None 0.75 None None None |
0.25 0.25 None 0.25 None |
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 Class R6 14 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 |
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 Institutional Class 15 |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
WealthBuilder Equity Fund Class A Class C Institutional Class 16 |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
Wealthbuilder Growth Allocation Fund Class A Class C Institutional Class 17 |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
WealthBuilder Growth Balanced Fund Class A Class C Institutional Class 18 |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
WealthBuilder Moderate Balanced Fund Class A Class C Institutional Class 19 |
5.75 None None |
None 1.00 None |
None 0.75 None |
0.25 0.25 None |
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: May 23, 2018
± 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.
On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the C&B Mid Cap Value Fund, effective on or about August 1, 2018.
2 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Diversified Income Builder Fund, effective on or about August 1, 2018.
3 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Emerging Growth Fund, effective on or about August 1, 2018.
4On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the High Yield Municipal Bond Fund, effective on or about August 1, 2018.
5 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Intermediate Tax/AMT-Free Fund, effective on or about August 1, 2018.
6 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the International Value Fund, effective on or about August 1, 2018.
7On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the Moderate Balanced Fund, effective on or about August 1, 2018.
8 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Municipal Bond Fund, effective on or about August 1, 2018.
9 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Short-Term Bond Fund, effective on or about August 1, 2018.
1 0 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Short-Term Municipal Bond Fund, effective on or about August 1, 2018.
1 1 On February 28, 2018, the Board of Trustees of Wells Fargo Funds Trust approved the name change of the Small Cap Opportunities Fund to the Disciplined Small Cap Fund. Subject to shareholder approval of a new sub-advisory agreement, the name change will become effective on or about June 27, 2018.
1 2 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class A to the Small Cap Opportunities Fund, effective on or about August 1, 2018.
1 3 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Strategic Municipal Bond Fund, effective on or about August 1, 2018.
1 4 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class R6 to the Ultra Short-Term Municipal Income Fund, effective on or about August 1, 2018.
1 5 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Conservative Allocation Fund, effective on or about August 1, 2018.
1 6 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Equity Fund, effective on or about August 1, 2018.
1 7 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Growth Allocation Fund, effective on or about August 1, 2018.
1 8 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Growth Balanced Fund, effective on or about August 1, 2018.
1 9 On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of the Institutional Class to the WealthBuilder Moderate Balanced Fund, effective on or about August 1, 2018.
APPENDIX A
SHAREHOLDER SERVICING PLAN
WELLS FARGO FUNDS TRUST
Funds Trust
|
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 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 |
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 |
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 1 Class A 2 Administrator Class |
0.25 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.
1On February 28, 2018, the Board of Trustees of Wells Fargo Funds Trust approved the name change of the Small Cap Opportunities Fund to the Disciplined Small Cap Fund. Subject to shareholder approval of a new sub-advisory agreement, the name change will become effective on or about June 27, 2018.
2On May 23, 2018 the Board of Trustees of Wells Fargo Funds Trust approved the establishment of Class A to the Small Cap Opportunities Fund, effective on or about August 1, 2018.
Appendix A amended: May 23, 2018
The foregoing fee schedule is agreed to as of May 23, 2018 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