[PROXY SOLICITOR] at (866) 521-4424.[SOLICITOR PHONE]. Thank you for your participation in this important initiative. Your vote is important to us, no matter how many shares you own.

Very truly yours,

Andrew Owen
President
Wells Fargo Variable Trust

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
JULY 15, 2021

WELLS FARGO VARIABLE TRUST

(the “Trust”)

525 Market Street, 12th Floor, San Francisco, California 94105

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
SEPTEMBER 26, 2017

200 Berkeley Street, 19th Floor, Boston, Massachusetts 02116

TO CONTRACT OWNERS ENTITLED TO GIVE VOTING INSTRUCTIONS

TO THE SHAREHOLDERS OF WELLS FARGO VARIABLE TRUST
THE FUNDS

Notice is hereby given that a Joint Special Meeting of Shareholders (the "Meeting"“Meeting”) of Wells Fargo Variable Trust (the "Trust")the Funds will be held on September 26, 2017July 15, 2021 at 1:00 p.m. Eastern10:30 a.m. Pacific time, at 200 Berkeley Street, 19th Floor, Boston, Massachusetts 02116, for the following purposes:

1. To elect ten nominees to the Board of Trusteesoffices of the Trust;

2. To transact such other business as may properly come beforeFunds, 525 Market Street, 12th Floor, San Francisco, California 94105. With respect to each Fund, the purposes of the Meeting or any adjournments thereof.are as follows:

You are receiving this Notice and the enclosed proxy statement because you own a variable annuity contract or a variable life insurance policy (each, a "Contract"“Contract”) issued by an insurance company that offers one or more series of the Trust (each, a "Fund"“Fund”) as underlying investment options for the Contract (each, a "Participating“Participating Insurance Company"Company”) and have allocated a portion of your Contract value to one or more of the Funds (each, a "Contract Owner"“Contract Owner”). As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract how shares of each Fund attributable to your Contract should be voted as though you are a direct shareholder of the Fund. For simplicity, references to "shareholders"“shareholders” include Contract Owners (and other persons or entities that have voting rights or are being asked to provide voting instructions) and references to "votes"“votes” include voting instructions.

Shareholders of record at the close of business on June 2, 2017May 28, 2021 will be entitled to vote at the Meeting or any adjournments thereofMeeting.

You are welcome to the extent described in the accompanying proxy statement.

It is hoped that you will attend the Meeting, but if you cannot do so, please provide your voting instructions to the Participating Insurance Company that issued your Contract by completing, dating, signingcomplete and returningsign the enclosed voting instruction card and return it in the postage-paidaccompanying envelope provided. The enclosedas promptly as possible or provide voting instruction card also provides instructions for voting by telephone or overInternet. Any Contract Owner attending the InternetMeeting can provide voting instructions in person even if the Contract Owner has already provided voting instructions by a different method. We intend to hold the Meeting in person. However, we are sensitive to the public health and travel concerns that Contract Owners may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location or solely by means of remote communication. We plan to announce any such updates on our website (www.wfam.com), and we encourage you to check this website prior to the Meeting if you wishplan to take advantageattend. Instructions for the proper execution of these options.the voting instructions card, as well as instructions on how to provide voting instructions by telephone and Internet, are set forth at the end of this proxy statement.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU INSTRUCT THE PARTICIPAINGPARTICIPATING INSURANCE COMPANY THAT ISSUED YOUR CONTRACT TO VOTE FORIN FAVOR OF THE ELECTION OF EACH NOMINEE AS A TRUSTEE.PROPOSALS OUTLINED ABOVE.

By Order of the Board of Trustees of the Trust,

C. DAVID MESSMANCatherine F. Kennedy, Secretary
SecretaryJune XX, 2021

WELLS FARGO VARIABLE TRUST
PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by and on behalffor a Joint Special Meeting of Shareholders (the “Meeting”) to be held at the offices of the BoardFunds, 525 Market Street, 12th Floor, San Francisco, California 94105, the address of Trustees (the "Board")the principal office of the series of Wells Fargo Variable Trust (the "Trust"“Trust”, and each series thereof, a “Fund”) for a Special Meeting of Shareholders (the "Meeting") of the Trust to be heldidentified herein, on July 15, 2021 at 200 Berkely Street, 19th Floor, Boston, Massachusetts 02116, on September 26, 2017 at 1:00 p.m. Eastern10:30 a.m. Pacific time. If you wish to participate in the Meeting, or any adjournments thereof, you may submit the voting instruction card included with this proxy statement by mail, provide your voting instructionsvote by telephone or over the Internet, by following the instructions contained in the voting instruction card, or attend the Meeting or any adjournments thereof in person. The Trust anticipates that voting instructions submitted by mail, telephone or over the Internet will be accepted until the close of business on September 25, 2017.(See “Instructions for Executing Voting instructions may also be properly submitted in personInstruction Card” at the Meeting or any adjournments thereof.end of this proxy statement for instructions.) If you wish to attend the Meeting or any adjournments thereof in person, please call (866) 521-4424(XXX) XXX-XXXX for instructions.

You We intend to hold the Meeting in person. However, we are receiving this proxy statement because you own a variable annuity contract or a variable life insurance policy (each, a "Contract") issued by an insurance companysensitive to the public health and travel concerns that offers one or more seriesContract Owners may have and recommendations that public health officials may issue in light of the Trust (each, a "Fund") as underlying investment options for the Contract (each, a "Participating Insurance Company") and have allocated a portion of your Contract value to one or more of the Funds (each, a "Contract Owner").evolving coronavirus (COVID-19) situation. As a Contract Owner,result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location or solely by means of remote communication. We plan to announce any such updates on our website (www.wfam.com), and we encourage you haveto check this website prior to the rightMeeting if you plan to instruct the Participating Insurance Company that issued your Contract how shares of each Fund attributable to your Contract should be voted as though you are a direct shareholder of the Fund. For simplicity, references to "shareholders" include Contract Owners (and other persons or entities that have voting rights or are being asked to provide voting instructions) and references to "votes" include voting instructions.attend.

The Trust is soliciting voting instructions (and proxies) from shareholders in connection with the proposal. This proxy statement, the accompanying Notice of Joint Special Meeting of Shareholders and the voting instruction card will be first sent to shareholdersShareholders on or about August 1, 2017.June X, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 26, 2017:JULY 15, 2021:

You may obtain a copy of this proxy statement, the accompanying Notice of Joint Special Meeting of ShareholdersContract Owners and the voting instruction card without charge by visiting the website indicated on your voting instruction card. In addition,

PROXY SOLICITATION

Under Proposal 1, shareholders in each Fund's most recent annual report and semi-annual report were previously mailedFund are being asked to shareholders. You may obtain copies of these reports, without charge, by writing to the Trust atapprove a new investment management agreement (the “New Investment Management Agreement”) with Wells Fargo Funds P.O. Box 8266, Boston, MA 02266-8266,Management, LLC (“Funds Management”).

Under Proposal 2, shareholders in each Fund are being asked to approve a new sub-advisory agreement (the “New Sub-Advisory Agreement”) with Wells Capital Management, LLC (“Wells Capital”, and together with Funds Management, the “Advisers”).

As explained in further detail below, Proposals 1 and 2 relate to a definitive agreement entered into by calling (800) 260-5969 or by visiting the Wells Fargo & Company (“Wells Fargo”) to sell Wells Fargo Asset Management (“WFAM”) to a holding company (“NewCo”) affiliated with private funds of GTCR LLC (“GTCR”) and Reverence Capital Partners, L.P. (“Reverence Capital”, and such transaction, the “Transaction”). WFAM is the trade name used by the asset management businesses of Wells Fargo and includes the Advisers.

In connection with the Transaction, Wells Capital Management Incorporated is expected to convert from a California corporation to a Delaware limited liability company. Throughout this proxy statement, references to “Wells Capital” refer to Wells Capital Management Incorporated for periods before such conversion, and to or Wells Capital Management, LLC for periods after such conversion.

Consummation of the Transaction will result in the automatic termination of each Fund’s existing investment management agreement with Funds websiteManagement and sub-advisory agreement with Wells Capital. As such, shareholders are being asked to approve the New Investment Management Agreement with Funds Management and the New Sub-Advisory Agreement with Wells Capital to replace the existing agreements that will terminate.

Holders of shares (the “Shares”) of a Fund at www.wellsfargofunds.com.

Proxy Solicitation

As isthe close of business on May 28, 2021 (the “Shareholders”) will be entitled to vote at the Meeting on the proposals set forth in the accompanying notice. Shareholders of each Fund vote separately by Fund on each proposal set forth in such notice shareholderson which Shareholders of a Fund are entitled to vote. The outcome of a vote for one Fund will not affect the Trust are being asked to elect ten nominees to the Board. The Board proposes: (i) that the following eight current Trustees be elected or re-elected to serve as Trusteesoutcome of the Trust: Mr. William Ebsworth, Ms. Jane Freeman, Mr. Isaiah Harris, Jr., Ms. Judith Johnson, Mr. David Larcker, Ms. Olivia Mitchell, Mr. Timothy Penny and Mr. Michael Scofield; and (ii) that the following two individuals, who recently became members of the Advisory Board of the Trust, be elected to serve as Trustees of the Trust: Mr. James Polisson and Ms. Pamela Wheelock (collectively, the "Nominee Trustees" or "Nominees"). If the slate of Nominees is elected, effective on January 1, 2018, the Board will consist of ten Trustees, none of whom would be an "interested person" of the Trust (the "Independent Trustees") within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").a vote for any other Fund.

For Contract Owners having contract value allocated to separate accounts of the Participating Insurance Companies that are invested in shares of the Funds (the "Separate Accounts"“Separate Accounts”), the Separate Accounts are the shareholdersShareholders of record of the Funds. Each Participating Insurance Company will vote sharesShares of the Fund(s) held by its Separate Accounts at the Meeting in accordance with voting instructions received from Contract Owners for whose Separate Accounts sharesShares are held. Accordingly, this proxy statement is intended to be used by each Participating Insurance Company in obtaining voting instructions from Contract Owners. In the event that a Contract Owner does not sign or return a voting instruction card specifying a choice, the relevant Participating Insurance Company will vote the sharesShares held by each of its Separate Accounts attributable to the Contract Owner in the same proportion as sharesShares held by that Separate Account for which it has received instructions. If no Contract Owners of a Separate Account sign or return voting instruction cards specifying a choice, the relevant Participating Insurance Company will vote any sharesShares held by such Separate Account in the same proportion as votes cast by all of its other Separate Accounts in the aggregate. One effect of this system of proportional voting is that a small number of Contract Owners may determine the outcome of the vote.

You may provide voting instructions by submitting the enclosed voting instruction card by mail, or you may provide voting instructions by telephone or the Internet by following the instructions contained in the voting instruction card. When a Contract Owner completes and signs a voting instruction card, the applicable Participating Insurance Company will vote on the Contract Owner'sOwner’s behalf at the Meeting (or any adjournments thereof)thereof ) exactly as the Contract Owner has indicated. If a Contract Owner returns a signed voting instruction card but no choice is specified, it will be treated as an instruction to vote IN FAVOR of the proposal.New Investment Management Agreement and New Sub-Advisory Agreement. If any other matters are properly

presented at the Meeting for action, the persons named as proxies will vote in accordance with the views of management of the Trust. Any Contract Owner who has returned a properly executed voting instruction card has the right to revoke it before the Meeting by written notice of such revocation to the applicable Participating Insurance Company. A voting instruction card may also be revoked by executing a later dated and properly executed voting instruction card, provided that such voting instruction card is received by the time of the Meeting, or by attending the Meeting and providing your voting instructions in person.

The Trust'sTrust’s Amended and Restated Declaration of Trust (the "Declaration"“Declaration”) provides that the holders of thirty-threethirty three and a thirdone-third percent (33 1/3%) of the sharesa Fund’s Shares issued and outstanding, entitled to vote in person or by proxy, shall constitute a quorum for the transaction of business at the Meeting.Meeting with respect to such Fund (although a larger percentage is required for approval of each proposal). However, because the Separate Accounts are the holders of record of the outstanding shares of the Trust, the Trust expects a quorum to be present at the Meeting. With regard to the election of Trustees, votesVotes may be cast FOR all NomineesIN FAVOR OF or votesAGAINST each proposal or you may be WITHHELD either with respect to all of the Nominees or any individual Nominee.ABSTAIN from voting. Abstentions, broker non-votes (i.e., sharesShares held by brokers or nominee entitiesnominees as to which (i) instructions have not been received from the beneficial owners or other persons entitled to vote and (ii) the broker or nominee entity does not have discretionary voting power on a particular matter), and votes that are withheld will count for purposes of determining whether a quorum is present butand will have nothe effect with respect to the election of Trustees.a vote against each proposal.

The approval of each proposal requires the affirmative vote of a majority of the outstanding sharesvoting securities of the Trust votedrelevant Fund as defined in the Investment Company Act of 1940 (the “1940 Act”). The 1940 Act defines the vote of a majority of the outstanding voting securities of a Fund to mean the affirmative vote of the lesser of (a) 67% or more of the Shares of the Fund present at the Meeting, if more than 50% of the outstanding Shares of the Fund are present in person or represented by proxy at the Meeting, with all Funds voting together as a single class, is required foror (b) more than 50% of the electionoutstanding Shares of Trustees.the Fund.

In the event a quorum is not present at the Meeting or a quorum is present but sufficient votes to approve the proposalone or more proposals are not received with respect to any Fund, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies as to the proposal.proxies. The persons named as proxies will vote in favor of an adjournment those votes that may be voted in favor of the proposal. The persons named as proxies will vote against any such adjournment those votes marked as withheld.against the proposal. The Meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the sharesShares represented at the Meeting, either in person or by proxy, or by the chair of the Meeting, in his or her discretion. Abstentions and broker non-votes will not be voted on a motion to adjourn. Any adjourned Meeting may be held within a reasonable time after the date of the original Meeting without the necessity of a further notice. At such adjourned Meeting at which a quorum is present, any business may be transacted which might have been transacted at the Meeting as originally notified.

Any one or more proposals with respect to one or more Funds for which sufficient favorable votes have been received by the time of the Meeting may be acted upon and considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended for approval by the Board of Trustees of the Trust (the “Board”), the Fund may request that brokers and nominees, in their discretion, withdraw or withhold submission of broker non-votes in order to avoid the need for solicitation of additional votes in favor of a proposal.

The[PROXY SOLICITOR], the Funds’ proxy solicitor, will make proxy solicitations and will receive compensation for seeking Shareholder votes and answering Shareholder questions in an amount estimated to be [$xxx,xxx] with respect to the proposals covered by this proxy statement. Funds Management or one of its affiliates will bear the costs associated with this proxy statement including the electioncosts of Trustees. Solicitation maypreparing, printing, and mailing this proxy statement, soliciting proxies, and any costs related to adjournments, whether or not the Proposals are approved by shareholders. The Funds will not bear any portion of the costs of the Meeting. Proxy solicitations will be undertakenmade primarily by mail, but proxy solicitations may also be made by telephone, facsimilethrough the Internet or personal solicitations conducted by officers and personal contact. The Trust has engaged AST Fund Solutions, LLC to solicit proxiesemployees of Funds Management, its affiliates, or other representatives of the Funds (who will not be paid for a fee of approximately $29,390. This fee will be borne by the Funds.their soliciting activities).

Voting Securities and Principal Holders ThereofPRINCIPAL HOLDERS OF FUND SHARES

Shareholders of record of the Funds at the close of business on June 2, 2017May 28, 2021 (the "Record Date"“Record Date”)are entitled to vote at the Meeting or any adjournmentsadjournment thereof to the extent set forth in this proxy statement. AsPlease see Exhibit A for information regarding the number of Shares outstanding for each Fund as of the Record Date, each class of each Fund of the Trust had the following number of shares of the Funds outstanding:Date.

The number of outstanding sharesShares of a Fund for which a Contract Owner may give voting instructions is equal to the number of shares,Shares, or fraction of shares,Shares, held in the Separate Account attributable to the Contract Owner as of the Record Date. Each shareholder is entitled to one vote for each share,Share, and a fractional vote for each fraction of a share,Share, as to any matter on which the shareShare is entitled to vote. Shares of all classes of all Funds vote together as a single class.

Please see Exhibit AB for a list of persons reflected on the books and records of the Funds as owning beneficially or of record 5% or more of the outstanding shares of any classShares of a Fund as of July 10, 2017.the Record Date.

As of the Record Date, the Nominees, who include eight currentofficers and Trustees and two recently appointed Advisory Board members, and officers of the Trust as a group beneficially owned in the aggregageaggregate less than 1% of each class of sharesShares of each Fund and together with their immediate family members, less than 1% of the outstanding securities of Wells Fargo, the parent company of Funds Management and Wells Capital.

INFORMATION ABOUT THE PROPOSALS

On February 23, 2021, Wells Fargo announced that it had entered into a definitive agreement to sell WFAM to GTCR and Reverence Capital. WFAM is the trade name used by the asset management businesses of Wells Fargo and includes Funds Management, Wells Capital, and Wells Fargo Funds Management,Distributor, LLC ("(“Funds Management"Distributor”), the Funds' manager,Funds’ principal underwriter.

Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the Healthcare, Financial Services & Technology, Technology, Media & Telecommunications, and Growth Business Services Industries. The Chicago-based firm pioneered The Leaders Strategy™ — finding and partnering with management leaders in core domains to identify, acquire, and build market-leading companies through transformational acquisitions and organic growth. Since its inception, GTCR has invested more than $20 billion in over 250 companies.

Reverence Capital is a private investment firm focused on thematic investing in leading global, middle-market financial services businesses through control and influence-oriented investments in five sectors: (1) Depositories and Finance Companies, (2) Asset and Wealth Management, (3) Insurance, (4) Capital Markets and (5) Financial Technology/Payments. The firm was founded in 2013 by Milton Berlinski, Peter Aberg, and Alex Chulack, who collectively bring over 90 years of advisory and investing experience across a wide range of financial services sectors.

In connection with the Transaction, GTCR and Reverence Capital created NewCo, a new portfolio holding company. In the Transaction, NewCo will acquire all of the issued and outstanding equity interests of Wells Fargo Asset Management Holdings, LLC (“WFAM Holdings”), the direct parent company of Funds Management, Wells Capital, Management Incorporated, the sub-adviserand Funds Distributor. WFAM Holdings ownership interest in Wells Capital will be transferred to the Funds (the "Sub-Adviser").

ELECTION OF TEN NOMINEES TO THE BOARD OF TRUSTEES (PROPOSAL)

Shareholders are being asked to elect ten Nominees to the Board. The Board proposes: (i) that the following eight current Trustees be elected or re-elected to serve as TrusteesNewCo at closing of the Trust: Mr. William Ebsworth, Ms. Jane Freeman, Mr. Isaiah Harris, Jr., Ms. Judith Johnson, Mr. David Larcker, Ms. Olivia Mitchell, Mr. Timothy Penny and Mr. Michael Scofield; and (ii) thatTransaction, but NewCo would transfer such ownership back to WFAM Holdings after the following two individuals, who recently became members of the Advisory Board of the Trust (which provides advisory support for the Board without voting authority), be elected to serve as Trustees of the Trust: Mr. James Polisson and Ms. Pamela Wheelock.Transaction. The Board unanimously recommends that you vote in favor of electing the Nominees.

Under the 1940 Act, the TrustTransaction is required to hold a shareholders' meeting for the election of Trustees if, after filling a vacancy on the Board, less than two-thirds of the Trustees holding office would have been elected by shareholders. The Board is currently comprised of nine Trustees, six of whom have been previously elected by shareholders. One of the current Trustees who was previously elected by shareholders, Mr. Peter Gordon, intends to retire from his position on the Board as of December 31, 2017. Upon the effective date of Mr. Gordon's retirement, less than two-thirds of the Trustees on the Board will have been elected by shareholders. Any person nominated to fill the resulting Trustee vacancy (or any other new vacancy) would have to be elected by shareholders. In addition, effective on August 1, 2017, the Board appointed Mr. James Polisson and Ms. Pamela Wheelock as Advisory Board members, with the intention of having them become Trustees to enable the Board to continuenot expected to have a representation of Independent Trustees with a diversity of backgrounds and talents. Accordingly, in anticipation of such event and in furtherance of such objective, the Trust is holding a shareholders' meeting to elect Trustees to the Board. The number of Trusteesmaterial impact on the Board would be increased to ten effective January 1, 2018, ifadvisory business conducted by the slate of Nominees is elected.

The Governance Committee of the Trust, which is comprised entirely of Independent Trustees, met in May 2017 to consider additional candidates to serve as Independent Trustees of the Trust. The Governance Committee recommended Mr. Polisson and Ms. Wheelock for the position of Trustee and recommended to the Board that the nomination of such individuals for election as Trustees be submitted to shareholders for approval at such time as a shareholders meeting would be held. At its May 2017 meeting, the Board unanimously (i) appointed Mr. Polisson and Ms. Wheelock to serve as members of the Advisory Board of the Trust effective on August 1, 2017 and nominated them to serve as Trustees of the Board, subject to election by shareholders if and at such time as a shareholders meeting would be called and held for such election, and (ii) nominated the current Trustees (other than Mr. Gordon who is expected to retire at the end of 2017) to stand for electionAdvisers or re-election at the Meeting.

Each of the Nominees has indicated that he or she is willing to serve (or continue to serve) as a Trustee if elected or re-elected; however, should any Nominee become unable or unwilling to accept nomination or election, the persons named in the proxy will exercise their voting power in favor of such other person or persons as the Board may recommend or, as an alternative, the Board may keep the position vacant. Additionally, if elected to serve as Trustees on the Board, Mr. Polissondistribution business conducted by Funds Distributor. The current portfolio manager(s) and Ms. Wheelock would then cease to be members of the Advisory Board of the Trust.

Trustee and Nominee Trustee Information

The following table contains specific information about each Trustee and each Nominee Trustee, all of whom are current Trustees or recently appointed members of the Advisory Board of the Trust, including: name and year of birth, principal occupation(s) during the past five years or longer, position held with the Trust, length of time served, any other directorships held outside the Wells Fargo Funds family of funds (the "Fund Complex") and number of portfolios in the Fund Complex overseen or to be overseen by such Trustee and Nominee Trustee. The address for each Trustee and Nominee Trustee is 525 Market Street, 12th Floor, San Francisco, California 94105. Each Nominee Trustee, if elected, shall serve as a Trustee until his or her successor is elected, until the Trust terminates, or until he or she dies, resigns, retires voluntarily or because he or she has reached the mandatory retirement age for Trustees of the Trust, or is otherwise removed or retired pursuant to the Trust's governing documents.

The following table contains specific information about the dollar range of equity securities beneficially owned by each Trustee and each Nominee Trustee as of May 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.

The Board of Trustees and Its Leadership Structure

Overall responsibility for oversight of the Trust and the Funds rests with the Board. 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. The Board is currently composed of nine members, each of whom is an Independent Trustee. The Board currently conducts regular in-person meetings five times a year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.

The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairman's role is to preside at all meetings of the Board and to act as a liaison with respect to governance-related matters with service providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may also perform such other functions as may be delegated by the Board from time to time. In order to assist the Chairman and to preside at meetings in the absence of the Chairman, the Board has, upon recommendation by the Governance Committee and the Chairman of the Board, appointed 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. The Board has also established the position of Chair Liaison to work with the Chairman to coordinate Trustee communications and to help coordinate timely responses to Trustee inquiries, board governance and fiduciary matters. The role of Chair Liaison is currently vacant. However, if an Independent Trustee is appointed to fill this role, the Chair Liaison would serve 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, Vice Chair or Chair Liaison does not impose on such Independent Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Board generally.

The Board also has established several standing committees 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 are expected to meetcontinue to manage the Funds with portfolio managers,the same investment objective, investment strategies and policies. Funds Distributor is expected to report backcontinue to be the named distributor of the Funds. The Transaction will also not result in any change in investment objective or principal investment strategy for any of the Funds, nor will it result in any change to the full Board. The Board occasionally engages independent consultantsservices provided to assistthe Funds or to their fees and expenses. Following the closing of the Transaction, NewCo expects to announce a new name for each of WFAM Holdings, Funds Management, Wells Capital and Funds Distributor. In connection with the name change to the legal entities, it in evaluating initiatives or proposals. The Board believesis expected 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.

Committees.

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, the Committee shall make all nominations for membership on the Board. The Committee shall evaluate each candidate's qualifications for Board membership and his or her independence from the Funds' manager, sub-adviser(s) and principal underwriter(s) and, as it deems appropriate, other principal service providers. Peter Gordon serves as the chairman of the Governance Committee.

The Governance Committee has adopted procedures by which a shareholder may properly submit a nominee recommendation for the Committee's consideration, which are set forth in Appendix A to the Trust's 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 Securities and Exchange Commission ("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 madeFunds will also change names. As previously noted, in connection with solicitationthe Transaction, Wells Capital Management Incorporated is expected to convert from a California corporation to a Delaware limited liability company. The proposed New

Sub-Advisory Agreement that you are being asked to Section 14approve is with the converted entity, Wells Capital Management, LLC.

Consummation of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is orTransaction will be an "interested person"constitute a “change of the Trust (as defined incontrol” under 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 inconsistencyAct with respect to the requirements applicable to a Shareholder Recommendation as between those establishedAdvisers and will result in the proceduresautomatic termination of each Fund’s investment management agreement with Funds Management and thosesub-advisory agreement with Wells Capital. The Board approved the New Investment Management Agreement with Funds Management and the New Sub-Advisory Agreement with Wells Capital (the “New Agreements”) to replace the existing agreements that will terminate upon the consummation of the Transaction. As such, shareholders are being asked to approve the New Agreements to replace the existing agreements that will terminate upon the consummation of the Transaction. The Transaction is expected to close in the By-Lawssecond half of a closed-end fund,2021, subject to customary closing conditions.

The Board also approved interim investment management and sub-advisory agreements (the “Interim Agreements”) to permit continuity of management upon the requirementsconsummation of the By-LawsTransaction while the solicitation 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)Shareholder approval of the 1940 Act. For more information relating to shareholder recommendations, please see the Trust's Governance Committee Charter attached as Exhibit B.

(2) Audit Committee.New Agreements continue. The Audit Committee oversees the Funds' accounting and financial reporting policies, including their internal controls over financial reporting; oversees the quality and objectivityterms of the Funds' financial statementsInterim Agreements are identical to those of the Current Investment Management Agreement and the independent audit thereof;Current Sub-Advisory Agreement (each as defined below) except for a change to the term and interactsescrow provisions required by applicable law. Each Interim Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when Shareholders of your Fund approve the corresponding New Agreement. Under each Interim Agreement, all investment management fees or sub-advisory fees, as applicable, will be held in an escrow account until Shareholders approve the corresponding New Agreement. If Shareholders do not approve the New Investment Management Agreement and the New Sub-Advisory Agreement by the close of the Transaction on which date the Current Investment Management Agreement and the Current Sub-Advisory Agreement terminate, the Interim Agreements may be relied upon to replace the Current Investment Management Agreement and the Current Sub-Advisory Agreement.

Proposal 1: Approval of New Investment Management Agreement

At their meeting on May 17-19th, 2021, the Board approved the New Investment Management Agreement. The New Investment Management Agreement will become effective upon the closing of the Transaction, contingent upon shareholder approval. The terms of the New Investment Management Agreement are described generally below, but this description is qualified entirely by reference to the Form of New Investment Management Agreement included in Exhibit C. The New Investment Management Agreement is substantially similar to the investment management agreement that is currently in effect (the “Current Investment Management Agreement”), and any key differences between the Current Investment Management Agreement and the New Investment Management Agreement are outlined below.

Duties of Investment Manager. As with the Funds' independent registered public accounting firmCurrent Investment Management Agreement, under the New Investment Management Agreement, subject to the supervision of the Board, Funds Management will manage and administer the operation of the Funds, supervise the provision of services to the Funds by others, manage the investment and reinvestment of each Fund’s assets in conformity with its investment objective and restrictions, select broker-dealers for the Funds’ portfolio trades, maintain books and records as required by applicable law, participate in class actions, vote proxies on behalf of the full Board and with appropriate officers of the Trust. Judith M. Johnson serves as the chairman of the Audit Committee.

(3) Valuation Committee. The Board has delegated to the Valuation Committee the authority to take any action regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of securities between regularly scheduled Board meetings in instances where that determination has not otherwise been delegated to the valuation team ("Management Valuation Team") of Funds Management. The Board considers for ratification at each quarterly meeting any valuation actions taken during the previous quarter by the Valuation Committee or by the Management Valuation Team other than pursuant to Board-approved methodologies. Any one member of the Valuation Committee may constitute a quorum for a meeting of the committee.

(4) Dividend Committee. The Board has delegated to the Dividend Committee the responsibility to review and approve certain dividend amount determinations made by a separate committee composed of representatives from Funds Management and certain sub-advisers ("Management Open-End Dividend Committee"). The Board has delegated to the Management Open-End Dividend Committee the authority to determine periodic dividend amounts subject to certain Board-approved parameters to be paid by each of the Core Plus Bond Fund, Emerging Markets Equity Income Fund, International Bond Fund, Real Return Fund and Strategic Income Fund. Under certain circumstances, the Dividend Committee must review and consider for approval, as it deems appropriate, recommendations of the Management Open-End Dividend Committee.

The Board's standing committees met the following number of times during each Fund's most recently completed fiscal year:

The Board of Trustees and Risk Oversight

The Funds, and the Trust 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-Adviser 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-Adviser 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 the Trust and is addressed as part of various Board and Committee activities. The Board recognizes that it is not possible to identify all of the risks that may affect a Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects and that it is necessary for the Funds to bear certain risks (such as investment-related risks) to pursue their goals. As part of itsmake regular oversight of the Trust, the Board, directly or through a Committee, interacts with and reviews reports from, among others, Funds Management, the Sub-Adviser, 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 mattersthe Funds’ performance and other matters. Funds Management will also provide certain Fund-level administrative services in connection with the operations of each Fund. The key differences between the Current Investment Management Agreement and the New Investment Management Agreement with respect to duties are that the New Investment Management Agreement:

Fees. For providing these services under the New Investment Management Agreement, Funds Management would be entitled to receive an investment management fee based on each Fund’s average daily net asset value, calculated and paid monthly by applying the annual rates indicated on Exhibit C. These management fee rates are identical to the management fee rates set forth in the Current Investment Management Agreement. As such, the management fees to be paid by the Funds and their principal service providers.to Funds Management has appointed a Chief Risk Officer to enhanceunder the framework aroundNew Investment Management Agreement are the assessment,same as the management measurement and monitoring of risk indicators and other risk matters concerningfees paid by the Funds to Funds Management under the Current Investment Management Agreement.

Standard of Care. As with the Current Investment Management Agreement, the New Investment Management Agreement states that Funds Management will give the Trust the benefit of Funds Management’s best judgment and develop periodic reporting of risk management mattersefforts in rendering its services to the Board. In addition, as part of the Board's periodic review of the Funds' advisory, subadvisoryTrust, 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 ofprovides that 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, atwill not liable for any timemistake in judgement and in the absence of willful misfeasance, bad faith, negligence or reckless disregard of its discretion, changeobligations or duties, shall not be subject to liability to the manner in which it conducts its risk oversight role.

Qualifications of Trustees

The Declaration does not set forthTrust or to 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.

Among the attributes or skills common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, Funds Management, the 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 membershareholders of the Trust and the other fundsfor any act or omission in the Fund Complex (and/course of rendering services, or in other capacities, including for any predecessor funds), other registered investment companies, public companies, and/losses that may be sustained in the purchase, holding or non-profit entities or other organizations. Each Trustee's ability to perform his or her duties effectively alsosale of any security.

Term and Termination. The term of the New Investment Management Agreement has been enhancedupdated to be effective for an initial two-year term upon Board and Shareholder approval, and following this initial two-year term, will continue from year to year thereafter so long as the continuance is approved 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 or Nominee should serve as a Trusteevote of the Trust are as set forth below.

William R. Ebsworth. Mr. Ebsworth has served asTrustees, including a Trusteeseparate vote of a majority of the trusts inindependent Trustees. As with the Fund Complex and Asset Allocation Trust since January 1, 2015. From 1984 to 2013, he was an equities analyst, portfolio manager, research director at FidelityCurrent Investment Management and Research Company in Boston, Tokyo, and Hong Kong, and retired in 2013 as ChiefAgreement, the New Investment OfficerManagement Agreement may be terminated, without payment of Fidelity Strategic Advisers, Inc. where he led a team of investment professionals managing client assets. Prior thereto, he was a 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 and an Adjunct Lecturer, Finance, at Babson College.

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 Loevnerany penalty, by Funds from 1996 to 2014, serving as both Lead Independent Director and chair of the Audit Committee. She also served as a board member of the Russell Exchange Traded Funds Trust from 2011 to 2012 and as chair of the Audit Committee. Ms. Freeman serves as a Board Member of the Ruth Bancroft Garden. Ms. Freeman is a Chartered Financial Analyst (inactive).

Peter G. Gordon. Mr. Gordon has been a Trustee since 1998, Chairman of the Board of Trustees since 2005, Chairman of the Governance Committee since 2005, and was the Lead Independent Trustee from 2001 through 2005, with respect to all of the trusts in the Fund Complex. He has also served as a Trustee, Chairman of the Board of Trustees and Chairman of the Governance Committee of Asset Allocation Trust since 2010. In addition, he has over 30 years of executive and business experience as the cofounder, and retired Chairman, President and CEO of Crystal Geyser Water Company.

Isaiah Harris, Jr. Mr. Harris has served as a Trustee of the trusts in the Fund Complex since 2009 and was an Advisory Board member from 2008 to 2009. He has also served as a Trustee of Asset Allocation Trust since 2010. He has been the Chairman of the Board of CIGNA Corporation since 2009, and has been a director of CIGNA Corporation since 2005. He served as a director of Deluxe Corporation from 2003 to 2011. As a director of these and other public companies, he has served on board committees, including Governance, Audit and Compensation Committees. Mr. Harris served in senior executive positions, including as president, chief executive officer, vice president of finance and/or chief financial officer, of operating companies for approximately 20 years.

Judith M. Johnson. Ms. Johnson has served as a Trustee of the trusts in the Fund Complex since 2008 and as Chair of the Audit Committee since 2009. She has also served as a Trustee and Chair of the Audit Committee of Asset Allocation Trust since 2010. She served as the Chief Executive Officer and Chief Investment Officer of the Minneapolis Employees Retirement Fund for twelve years until her retirement in 2008. Ms. Johnson is a licensed attorney, as well as a certified public accountant and a certified managerial accountant. Ms. Johnson has been determinedManagement, by the Board, to be an audit committee financial expertor by a majority vote of the outstanding Shares of a Fund upon 60 days prior written notice. As with the Current Investment Management Agreement, the New Investment Management Agreement will terminate automatically in the event of its “assignment” as such term is defined in the applicable rules1940 Act.

Other Information. Please refer to Exhibit D for the date on which the Current Investment Management Agreement was last approved by Shareholders of each Fund. The date on which its continuance was last approved by the Trustees was May 19, 2021.

Please refer to Exhibit E for a list of Funds Management’s current principal executive officers and directors.

Proposal 2: Approval of New Wells Capital Management Sub-Advisory Agreement

At their meeting on May 17-19th, 2021, the Board approved the New Sub-Advisory Agreement with Wells Capital. The New Sub-Advisory Agreement will become

effective upon the closing of the SEC.Transaction, contingent upon Shareholder approval. The terms of the New Sub-Advisory Agreement are described generally below, but this description is qualified entirely by reference to the Form of New Sub-Advisory Agreement included in Exhibit F. The New Sub-Advisory Agreement is substantially similar to the sub-advisory agreement with Wells Capital that is currently in effect (the “Current Sub-Advisory Agreement”), and there are no key differences between the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement other than applicable conforming changes to the New Sub-Advisory Agreement to match those described in the previous sub-section as key differences between the Current Investment Management Agreement and the New Investment Management Agreement.

Duties of Sub-Adviser. As with the Current Sub-Advisory Agreement, under the New Sub-Advisory Agreement, subject to the direction and control of the Board, Wells Capital shall manage the investment and reinvestment of the assets of the Funds and shall provide management and other services in such manner and to such extent as may be directed from time to time by Funds Management, including maintaining books and records relating to portfolio transactions and allocations of brokerage orders as required by the 1940 Act, and reporting to the Board at each of its regular meetings all material changes in any Fund since the prior report, as well as important developments affecting the Funds or Wells Capital and any other such information as Wells Capital believes appropriate. In addition, the New Sub-Advisory Agreement requires that Wells Capital furnish the Trust and Funds Management with statistical and analytical information regarding securities held by each Fund, on Wells Capital’s own initiative or upon reasonable request by the Board or Funds Management, which is the same information that Wells Capital is required to furnish under the Current Sub-Advisory Agreement.

As with the Current Sub-Advisory Agreement, under the New Sub-Advisory Agreement Wells Capital would not be responsible for voting proxies or for participating in class actions or other legal proceedings on behalf of a Fund but would provide assistance as reasonably requested by Funds Management.

The key differences between the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement with respect to duties are that the New Sub-Advisory Agreement:

Fees. For providing these services under the New Sub-Advisory Agreement, Wells Capital would be entitled to receive a sub-advisory fee based on each Fund’s average daily net asset value, calculated and paid monthly by applying the annual rates indicated on Exhibit F. These sub-advisory fee rates are identical to the sub-advisory fee rates set forth in the Current Sub-Advisory Agreement. As such, the sub-advisory fees to be paid by Funds Management to Wells Capital under the New Sub-Advisory Agreement are the same as the sub-advisory fees paid by Funds Management to Wells Capital under the Current Sub-Advisory Agreement. These sub-advisory fees are paid by Funds Management, not the Funds.

David F. Larcker.Standard of Care. Mr. Larcker As with the Current Sub-Advisory Agreement, the New Sub-Advisory Agreement states that Wells Capital will give the Trust the benefit of Wells Capital’s best judgment and efforts in rendering its services to the Trust, and provides that Wells Capital will not liable for any mistake in judgement and in the absence of willful misfeasance, bad faith, negligence or reckless disregard of its obligations or duties, shall not be subject to liability to the Trust or to any shareholders of the Trust for any act or omission in the course of rendering services, or for any losses that may be sustained in the purchase, holding or sale of any security.

Term and Termination. The term of the New Sub-Advisory Agreement has servedbeen updated to be effective for an initial two-year term upon Board and Shareholder approval, and following this initial two-year term, will continue from year to year thereafter so long as the continuance is approved by a vote of the Trustees, including a separate vote of a majority of the independent Trustees. As with the Current Sub-Advisory Agreement, the New Sub-Advisory Agreement may be terminated, without payment of any penalty, by Funds Management, by Wells Capital, by the Board, or by a majority vote of the outstanding Shares of a Fund upon 60 days prior written notice. As with the Current Sub-Advisory Agreement, the New Sub-Advisory Agreement will terminate automatically in the event of its “assignment” as such term is defined in the 1940 Act.

Other Information. Please refer to Exhibit G for the date on which each Fund’s Current Sub-Advisory Agreement was last approved by Shareholders. The date on which its continuance was last approved by the Trustees was May 19, 2021.

Please refer to Exhibit H for a list of Wells Capital’s current principal executive officers and directors.

BOARD CONSIDERATIONS

Overview of the Board Evaluation Process

At a meeting held on May 13, 17-19, 2021 (the “Board Meeting”), the Board approved the continuation of each Fund’s Current Investment Management Agreement and the Current Wells Cap Sub-Advisory Agreement (collectively, the “Current Agreements”).

Each Trustee on the Board is not an “interested person” (as defined in the 1940 Act) of the Funds (collectively, the “Independent Trustees”). The factors considered and conclusions reached by the Board in reviewing and approving the continuation of each Fund’s Current Agreements will be described in each Fund’s next shareholder report. Shareholders are not being asked to approve the Current Agreements at the Meeting. The process followed by the Board in considering and approving the continuation of the Current Agreements is referred to herein as the “2021 Annual Approval Process.”

As noted above, the closing will result in a change of control of Funds Management and Wells Capital, which will be considered to be an “assignment” of each Fund’s Current Agreements under the 1940 Act that will result in the automatic termination of each Fund’s Current Agreements. In light of the expected termination of each Fund’s Current Agreements upon the closing, at the Board Meeting the Board also considered and approved the New Agreements, which are: (i) the New Investment Management Agreement between the Trust, on behalf of each Fund, and Funds Management; and (ii) the New Sub-Advisory Agreement among the Trust, on behalf of each Fund, Funds Management and Wells Capital (the “Sub-Adviser”), each of which is intended to go into effect upon the closing. Shareholders are being asked to approve the New Agreements at the Meeting. The process followed by the Board in reviewing and approving the New Agreements is referred to herein as the “New Agreement Approval Process.”

At a series of meetings held in April and May 2021 (collectively, “April and May 2021 Meetings”) and at the Board Meeting, the Trustees conferred extensively among themselves and with senior representatives of Funds Management, GTCR and Reverence Capital about the New Agreements and related matters. The Board reviewed and discussed information furnished by Funds Management, GTCR and Reverence Capital that the Board considered reasonably necessary to evaluate the terms of the New Agreements and the services to be provided. At these meetings, senior representatives from Funds Management, GTCR and Reverence Capital made presentations to, and responded to questions from, the Board.

In providing information to the Board in connection with the 2021 Annual Approval Process and the New Agreement Approval Process, Funds Management, GTCR and Reverence Capital (as applicable) were guided by requests for information submitted by independent legal counsel on behalf of the Independent Trustees. In considering and approving the New Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed herein. The Board considered not only the specific information presented in connection with the April and May 2021 Meetings as well as the Board Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Adviser about various topics. In this regard, the Board reviews reports of Funds Management at each of its regular Board meetings, which includes, among other things, portfolio reviews and investment performance reports. In addition, the Board confers with portfolio managers at various times throughout the year. The Board was assisted in its evaluation of the New Agreements by independent legal counsel, from whom the

Independent Trustees received separate legal advice and with whom the Independent Trustees met separately. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.

Among other information considered by the Board in connection with the Transaction was:

With respect to the New Agreements, the Board considered: (i) a representation that, after the closing, all of the Funds will continue to be managed and advised by their current Advisers, and that the same portfolio managers of the Sub-Adviser are expected to continue to manage the Funds after the Transaction; (ii) information regarding the terms of the New Agreements, including changes as compared to the Current Agreements, which are summarized above in the Section titled Information about the Proposals; (iii) information confirming that the fee rates payable under the New Agreements will not increase as a Trusteeresult of the trustsTransaction as compared to the rates under the Current Agreements; and (iv) assurances that the Transaction is not

expected to cause any diminution with respect to the nature, extent and quality of any of the services currently provided to the Funds by the Advisers as a result of the Transaction.

In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders in connection with the New Agreement Approval Process, the Board considered information furnished at prior meetings of the Board and its committees, including detailed information provided in connection with the 2021 Annual Approval Process. In this regard, in connection with the 2021 Annual Approval Process, the Board received information about complex-wide and individual Fund performance, fees and expenses, including: (i) a report from an independent data provider comparing the investment performance of each Fund to the investment performance of comparable funds and benchmark indices, over various time periods; (ii) a report from an independent data provider comparing each Fund’s total expense ratio (and its components) to those of comparable funds; (iii) comparative information concerning the fees charged and services provided by the Advisers to each Fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts), if any, that employ investment strategies and techniques similar to those used in managing such Fund(s); and (iv) profitability analyses of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole.

After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend that Fund shareholders approve the New Agreements at the Meeting. The Board considered the approval of the New Agreements as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.

Nature, Extent and Quality of Services

In connection with the 2021 Annual Approval Process, the Board received and considered various information regarding the nature, extent and quality of services provided to each Fund by Funds Management and the Sub-Adviser under the Current Agreements. This information included a description of the investment advisory services and Fund-level administrative services covered by the Current Management Agreement, as well as, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Adviser are a part, and a summary of investments made in the Fund Complex since 2009business of WFAM. The Board also received a description of Funds Management’s and was an Advisory Board member from 2008 to 2009. He has also served asthe Sub-Adviser’s business continuity plans, including 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 Directorsummary of the Center for Leadership Developmentperformance of such plans and Researchany changes thereto during the COVID-19 pandemic, and Co-director of their approaches to data privacy and cybersecurity. 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 analysisBoard also received and corporate governance.

Olivia S. Mitchell. Ms. Mitchell has servedreviewed information about Funds Management’s role as a Trusteeadministrator of the trusts in the Fund Complex since 2006. She has also served as a TrusteeFunds’ liquidity risk management

program, Funds Management’s approach to risk management, and related topics including as Executive DirectorFunds Management’s intermediary and vendor oversight program.

In connection with the 2021 Annual Approval Process, the Board also considered the qualifications, background, tenure and responsibilities of each of the Pension Research Council and Director of the Boettner Center on Pensions and Retirement Research, both at the University of Pennsylvania. She has taught on and served as a consultant on economics, insurance, and risk management, served as Department Chair, advised numerous governmental entities, and written numerous articles and books on topics including retirement systems, private and social insurance, and health and retirement policy.

Timothy J. Penny. Mr. Penny has been a Trustee of the trusts in the Fund Complex and their predecessor funds since 1996 and Vice Chair of the Board since 2017. He has also served as a Trustee of Asset Allocation Trust since 2010. He has been President and Chief Executive Officer of Southern Minnesota Initiative Foundation since 2007 and a Senior Fellow at the Humphrey Institute Policy Forum at the University of Minnesota since 1995. He also serves as a member of the board of another non-profit organization. Mr. Penny was a member of the U.S. House of Representatives for 12 years representing Southeastern Minnesota's First Congressional District.

James G. Polisson. Mr. Polisson was appointed as an Advisory Board member effective August 1, 2017. Mr. Polisson has extensive experience in the financial services industry, including over 15 years in the ETF industry. From 2015 to July 31, 2017, Mr. Polisson was the Chief Marketing Officer of Source (ETF) UK Services, Ltd., one of the largest providers of exchange-traded products in Europe. From 2012 to 2015, Mr. Polisson was Principal of The Polisson Group, LLC, a management consulting, corporate advisory and principal investing firm. Prior to 2012, Mr. Polisson was Chief Executive Officer and Managing Director of Russell Investments' global ETF business from 2010. He was also a member of the Board of Trustees of Russell Exchange Traded Funds Trust, where he served as Chairman, President and Chief Executive Officer from 2011 to 2012. Mr. Polisson also served as Chief Marketing Officer for Barclays Global Investors from 2000 to 2010, where he led global marketingportfolio managers primarily responsible 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. 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 previously served on the Investment Company Institute's Board of Governors and Executive Committee. He also served as a member and former chairman of the Independent Directors Counsel, an organization dedicated to serving the independent investment company director community, a member of the board of directors of the Mutual Fund Directors Forum, and other leadership positions in the investment company industry. He previously worked as an attorney with the Law Offices of Michael S. Scofield.

Pamela Wheelock. Ms. Wheelock was appointed as an Advisory Board member effective August 1, 2017. Ms. Wheelock is the Chief Operating Officer of Twin Cities Habitat for Humanity. Ms. Wheelock has more than 25 years of leadership experience in the private, public and nonprofit sectors. Prior to joining Habitat for Humanity in 2017, Ms. Wheelock was the Vice President of University Services at the University of Minnesota from 2012, where she served as chief operations officer of the University. She also served as Interim President and Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Vice President of the Bush Foundation from 2009 to 2011, and Executive Vice President and Chief Financial Officer of Minnesota Sports and Entertainment from 2004 to 2009. Ms. Wheelock served as the Executive Budget Officer and Finance Commissioner for the State of Minnesota from 1999 to 2002.

Communications with Board Members

The Board has approved a policy for communications with Board members. Any shareholder who wishes to send a communication to the Board should send the communication to the Board of Trustees, 525 Market Street, San Francisco, California 94105. If a shareholder wishes to send a communication directly to an individual Trustee or to a committee of the Board, the communication should be specifically addressed to such individual Trustee or committee and sent to the above address.

Current Officers

The following table contains specific information about each executive officer, including: name and year of birth, position held with the Trust, length of time served and principal occupation(s) during the past five years or longer, including offices held with Funds Management, Wells Fargo and their affiliated companies. The address for each executive officer is 525 Market Street, 12th Floor, San Francisco, California 94105.

The President oversees the operationsday-to-day portfolio management of the Funds. The Secretary is responsibleBoard evaluated the ability of Funds Management and the Sub-Adviser to attract and retain qualified investment professionals, including research, advisory and supervisory personnel.

In connection with the 2021 Annual Approval Process, the Board further considered the compliance programs and compliance records of Funds Management and the Sub-Adviser. In addition, the Board took into account the full range of services provided to the Funds by Funds Management and its affiliates.

In connection with the New Agreement Approval Process, the Board considered, among other information, the structure of the Transaction and expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers. The Board received assurances from the Advisers that each Fund will continue to be advised by its current Advisers after the closing, and that the same individual portfolio managers are expected to continue to manage the Funds after the closing. With respect to the recruitment and retention of key personnel, the Board noted information from GTCR, Reverence Capital and the Advisers regarding the potential benefits for maintainingemployees of joining NewCo. The Board recognized that the minutes of all meetingspersonnel who had been extended offers may not accept such offers, and a record of other actions of Trusteespersonnel changes may occur in the future in the ordinary course.

In addition, the Board considered information regarding the infrastructure, operational capabilities and shareholders. The Treasurers are responsible for maintainingsupport staff in place to assist in the booksportfolio management and recordsoperations of the Funds, including the provision of administrative services, and for working with the Funds' portfolio managers on a continuous basis to ensure that accounting records are properly maintained. The Chief Compliance Officer is responsible for reviewing Fund policies and procedures and monitoring the Funds' compliance with them.

Remuneration of Officers and Trustees

Fees, salaries or other remuneration of officersanticipated impact of the Trust whoTransaction on such matters. The Board also serve as officers or employees ofconsidered the business-related and other risks to which the Advisers may be subject in managing the Funds Management or any of its affiliated companies are borne by Funds Management or the Wells Fargo affiliate for whom the individual serves. The Trust's principal executive officers do not receive any compensation or expense reimbursement from the Funds. The Funds reimburse all Trustees for expenses incurredand in connection with attending meetingsthe Transaction. The Board also considered the transition and integration plans as a result of the Board.change in ownership of the Advisers from Wells Fargo to NewCo. The Trustees do not receive any pension or retirement benefitsBoard considered the resources and infrastructure that NewCo intends to devote to its compliance program to ensure compliance with applicable laws and regulations, as well as its risk management program and cybersecurity program. The Board also took into account assurances received from the Funds. The Advisory Board members didAdvisers, GTCR and Reverence Capital that the Transaction is not receiveexpected to cause any compensation fromdiminution in the Funds during each Fund's most recent fiscal year.

The following table contains specific information about the compensation that each Trustee earned from the Fundsnature, extent and the Fund Complex during the most recently completed fiscal year:

Independent Registered Public Accounting Firm

KPMG LLP ("KPMG"), Two Financial Center, 60 South Street, Boston, Massachusetts 02110, has been approved by the Trustees of the Trust as the independent registered public accounting firm of each Fund for the current fiscal year.

The Audit Committee of the Board unanimously recommended the selection of KPMG, and the Board unanimously approved such selection, at meetings held throughout the year.

The Trust's Audit Committee has authorized the Audit Committee Chairman to pre-approve: (1) audit services to the Funds; (2) certain non-audit services provided to a Fund by its independent registered accounting firm if the fees for any particular engagement are not anticipated to exceed a specified dollar amount; and (3) certain non-audit services provided by the independent registered public accounting firmAdvisers to the Fund's manager or investment adviser and its affiliates (where pre-approval is required because the engagement relates directly to the operations and financial reporting of a Fund) if the fee for any particular engagement is not anticipated to exceed a specified dollar amount. For any pre-approval sought from the Chairman, the manager or adviser shall prepare a brief description of the proposed services. If the Chairman approves such service, he or she shall sign the statement prepared by the manager or adviser, and such written statement shall be presented to the full Audit Committee at its next regularly scheduled meeting.

A representative of KPMG, if requested in advance by any shareholder, will be present via telephone at the Meeting to respond to appropriate questions from shareholders and will have an opportunity to make a statement if he or she chooses to do so. Absent such a shareholder request, it is not expected that such representative will be present at the Meeting.

In approving the selection of KPMG for the Funds, the Audit Committee considered, in addition to other practices and requirements relating to the selection of the Funds' independent registered public accounting firm, whether any services performed by KPMG for the Funds and the managertheir shareholders.

Fund Investment Performance and for certain related parties for which KPMG received non-audit fees are compatible with maintaining the independence of KPMG as the Trust's independent registered public accounting firm.

Auditor Independence.Expenses

The Audit Committee has received certain required communications from KPMG and has discussed with KPMG its independence. In connection with these discussions, KPMG has informed the Audit Committee that it identified an issue related to its independence under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (referred to as the "Loan Rule").

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 (referred to as a "more than ten percent owner"). For purposes of the Loan Rule, audit clients include all of the series of the Fund Complex, including the Funds. KPMG has informed the 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. In connection with prior independence determinations, KPMG has communicated that, after evaluating the facts and circumstances and the Loan Rule and No-Action Letter, the relationships reported to the Audit Committee had no bearing on its ability to be objective and impartial in the performance of its audits of the Funds and that it believes that a reasonable investor, with knowledge of all relevant facts and circumstances, would reach the same conclusion.

In connection with the 2021 Annual Approval Process, the Board considered the investment performance results for each Fund over various time periods ended December 31, 2020. The Board considered these results in comparison to the investment performance of funds in a universe that was determined by Broadridge

Inc. (���Broadridge”) to be similar to each Fund (the “Universe”), and in comparison to each Fund’s benchmark index and to other comparative data. Broadridge is an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the mutual funds in the performance Universe. Where applicable, the Board received information concerning, and discussed factors contributing to, underperformance of Funds relative to the Universe and benchmark for any underperformance periods.

In connection with the 2021 Annual Approval Process, the Board also received and considered information regarding each Fund’s net operating expense ratios and their various components, including actual management fees, custodian and other non-management fees, and Rule 12b-1 and non-Rule 12b-1 shareholder service fees. The Board considered these ratios in comparison to the median ratios of funds in class-specific expense groups that were determined by Broadridge to be similar to the Fund (the “Groups”). The Board received a description of the methodology used by Broadridge to select the mutual funds in the expense Groups and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year.

In connection with the New Agreement Approval Process, the Board received a commitment that WFAM will maintain fee and expense commitments for at least two years after the closing. The Board took into account each Fund’s investment performance and expense information among the factors considered in deciding to approve the New Agreements.

Investment Management and Sub-Advisory Fee Rates

In connection with the 2021 Annual Approval Process, the Board reviewed and considered the contractual fee rates payable by each Fund to Funds Management under the Current Management Agreement, as well as the contractual fee rates payable by each Fund to Funds Management for class-level administrative services under a Class-Level Administration Agreement, which include, among other things, class-level transfer agency and sub-transfer agency costs (collectively, the “Management Rates”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to the Sub-Adviser under the Current Sub-Advisory Agreements for investment sub-advisory services (the “Sub-Advisory Fee Rates”).

Among other information reviewed by the Board in connection with the 2021 Annual Approval Process, was a comparison of each Fund’s Management Rates with the average contractual investment management fee rates of funds in the expense Groups at a common asset level as well as transfer agency costs of the funds in the expense Groups.

In connection with the 2021 Annual Approval Process, the Board also received and considered information about the portion of the total management fee that was retained by Funds Management after payment of the Sub-Advisory Fee Rates. In assessing the reasonableness of this proxy solicitation,amount, the Board received and evaluated

information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Adviser, and about Funds Management’s on-going oversight services. Given the affiliation between Funds Management and the Sub-Adviser, the Board ascribed limited relevance to the allocation of fees between them.

In connection with the 2021 Annual Approval Process, the Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds Management and the Sub-Adviser to other types of clients, if any, with investment strategies similar to those of each Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and non-mutual fund clients such as institutional separate accounts.

In connection with the New Agreement Approval Process, the Board noted the assurances received by it that there would be no increases to any of the Management Rates or the Sub-Advisory Fee Rates as a result of the Transaction. The Board also considered that the New Agreements do not change the computation method for calculating such fees, and there is no present intention to reduce expense waiver and reimbursement arrangements that are currently in effect. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to Funds Management under the New Management Agreement and to the Sub-Adviser under the New Sub-Advisory Agreement was reasonable.

Profitability

In connection with the 2021 Annual Approval Process, the Board received and considered information concerning the profitability of Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a whole. The Board noted that the Sub-Adviser’s profitability information with respect to providing services to each Fund and other funds in the family was subsumed in the WFAM and Wells Fargo profitability analysis.

Funds Management reported on the methodologies and estimates used in calculating profitability in connection with the 2021 Annual Approval Process, including a description of the methodology used to allocate certain expenses. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size, type and age of fund.

In connection with the New Agreement Approval Process, the Board received certain information about NewCo’s projected financial condition, and reviewed with senior representatives of Funds Management, GTCR and Reverence Capital the underlying assumptions on which such information was based. The Board considered that NewCo is a newly formed entity, with no historical operations, revenues or expenses,

and that it is difficult to predict with any degree of certainty the future profitability of NewCo and the Advisers from advisory activities under the New Agreements. The Board considered that the fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the rates under the Current Agreements, and that the current contractual expense limitations applicable to each Fund will not increase. The Board noted that if the New Agreements are approved by shareholders and the Transaction closes, the Board will have the opportunity in the future to review the profitability of NewCo and the Advisers from advisory activities under the New Agreements.

Economies of Scale

In connection with the 2021 Annual Approval Process, the Board received and considered information about the potential for Funds Management to experience economies of scale in the provision of management services to the Funds, the difficulties of calculating economies of scale at an individual fund level, and the extent to which potential scale benefits are shared with Fund shareholders. The Board noted the existence of breakpoints in each Fund’s management fee structure, which operate generally to reduce the Fund’s expense ratios as the Fund grows in size, and the size of the Fund in relation to such breakpoints. The Board considered that, in addition to management fee breakpoints, Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.

In connection with the New Agreement Approval Process, the Board noted that NewCo and the Advisers may benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, the Board noted that other factors could also affect the potential for economies of scale, and that it was not possible to quantify any potential future economies of scale. However, based upon the information furnished to the Board in connection with the 2021 Annual Approval Process and the New Agreement Approval Process, the Board concluded that Funds Management’s arrangements with respect to each Fund, including contractual breakpoints and expense limitation arrangements, constitute a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.

“Fall-Out” Benefits to Funds Management and the Sub-Adviser

In connection with the 2021 Annual Approval Process, the Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including the Sub-Adviser, as a result of their relationships with the Funds. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Funds and benefits potentially derived from an increase in Funds Management’s and the Sub-Adviser’s business as a result of their relationships with the Funds. The Board noted that various current affiliates of Funds Management may receive distribution-related fees, shareholder

servicing payments and sub-transfer agency fees in respect of shares sold or held through them and services provided.

In connection with the 2021 Annual Approval Process, the Board also reviewed information about soft dollar credits earned and utilized by the Sub-Adviser, fees earned by Funds Management and the Sub-Adviser from managing a private investment vehicle for the fund family’s securities lending collateral, and commissions earned by an affiliated broker of Wells Fargo from portfolio transactions.

In connection with the New Agreement Approval Process, the Board received information to the effect that the Transaction is not expected to have a material impact on the fall-out benefits currently realized by Funds Management and its affiliates, including the Sub-Adviser. The information reviewed by the Board also noted that several of the ancillary benefits identified for WFAM would be potential ancillary benefits for NewCo, including that the scale and reputation of the Funds might benefit NewCo’s broader reputation, product initiatives, technology investment and talent acquisition. Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits expected to be received by Funds Management and its affiliates, including NewCo and the Sub-Adviser, under the New Agreements were unreasonable.

Conclusion

At the Board Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Adviser under the New Agreements is reasonable, approved the New Agreements for a two-year term, and voted to recommend that Fund shareholders approve the New Agreements at the Meeting.

SECTION 15(F) OF THE 1940 ACT

Section 15(f) of the 1940 Act provides a non-exclusive “safe harbor” for an investment company’s adviser or any affiliated persons of the adviser to receive any amount or benefit in connection with a change of control of the investment adviser if two conditions are met. First, for a period of three years after the change of control, at least 75% of the investment company’s trustees must not be interested persons of the adviser or of the predecessor adviser. Second, there must not be any “unfair burden” imposed on the investment company as a result of the transaction or any express or implied terms, conditions or understandings relating to the transaction.

“Unfair burden” includes any arrangement during the two year period after the transaction in which the adviser or predecessor adviser (or any interested person of them) receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders, other than fees for bona fide investment advisory or other services, or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment

company, other than bona fide ordinary compensation as principal underwriter of the investment company. Funds Management has inquired whetherinformed the Board that neither it, nor GTCR or Reverence Capital, after reasonable inquiry, is aware of any more than ten percent owners ofexpress or implied term, condition, understanding or any arrangement that would impose an “unfair burden” on the Funds as a Fund asresult of the Record DateTransaction. Representatives of Funds Management have discretion to vote at the Meeting. In the event any such owners with discretionary voting authority have covered loans outstanding with KPMG or any of its covered persons, the Fund may be ineligible to rely on the No-Action Letter. Funds Management's inquiry revealed several such owners with discretionary voting authority and covered loans outstanding. Notwithstanding these lending relationships, after performing its independence evaluation, KPMG has concludedcommitted that such relationships have no bearing on its ability to be objective and impartial in the performance of its audits of the Funds and that it believes that a reasonable investor, with knowledgewill not bear the burden of all relevant facts and circumstances, would reachexpenses relating to the same conclusion.Transaction, including the costs of this proxy solicitation.

SERVICE PROVIDERS

Fees.Investment Manager.

The following table presents fees billed for professional audit services rendered by KPMG for the audit of the Funds' annual financial statements for the past two fiscal years and for fees billed for other services rendered by KPMG to each Fund. There were no fees paid to KPMG during the fiscal years where the de minimis exception was used.

Funds Management an affiliate of Wells Fargo, a diversified financial services company providing banking, insurance, investment, mortgage and consumer finance services, currently serves as the Funds' manager and class-level administrator.each Fund’s investment manager. Funds Management is currently an indirect, wholly owned subsidiary of Wells Fargo. The principal business address of Funds Management is 525 Market Street, San Francisco, California 94105. After the close of the Transaction, Funds Management will be a wholly-owned subsidiary of NewCo, which in turn will be a subsidiary of GTCR and Reverence Capital. Please refer to Exhibit I for the investment management fees paid and waived during each Fund’s most recent fiscal year.

Sub-Adviser.Wells FargoCapital currently serves as each Fund’s sub-adviser. Wells Capital is an indirect, wholly owned subsidiary of Wells Fargo. The principal business address of Wells Capital is 525 Market Street, San Francisco, California 94105. In connection with the Transaction, Wells Capital Management Incorporated is expected to convert from a California corporation to a Delaware limited liability company. After the close of the Transaction, Wells Capital will be a wholly-owned subsidiary of NewCo, which in turn will be a subsidiary of GTCR and Reverence Capital.

Brokerage Commissions to Affiliates. For the latest fiscal year, the Funds did not pay any brokerage commissions to affiliates.

Principal Underwriter/Distributor. Funds Distributor, LLC an affiliate of Funds Management, located at 525 Market Street, 12th Floor, San Francisco, CA 94105 serves asis the distributor and principal underwriter of the Funds.

Wells Capital Management Incorporated,Funds and is located at 525 Market Street, San Francisco, California 94105, serves as investment sub-adviser94105. After the close of the Transaction, Funds Distributor will be a wholly-owned subsidiary of NewCo, which in turn will be a subsidiary of GTCR and Reverence Capital. The underwriting commissions received by Funds Distributor from sales charges on the sale of Fund Shares and the amounts retained by Funds Distributor after the payment of any dealer allowance for each Fund’s most recent fiscal year are included in Exhibit J.

The distribution fees (“12b-1 fees”) paid by the applicable classes of each Fund for the most recent fiscal year are included in Exhibit K.

There will be no changes to the Funds.Funds’ other service providers in connection with the Transaction.

SIMULTANEOUS MEETINGS

It is anticipated that the special meeting of Shareholders of each Fund will be held simultaneously; however, if any Shareholder objects to simultaneous meetings and motions for an adjournment of a Fund’s meeting to a time promptly after the

simultaneous meetings, the persons named as proxies will vote in favor of such adjournment.

OTHER BUSINESS

As of the date of this proxy statement, neither the Trust'sFunds’ officers nor Funds Management isare aware of any other business to come before the Meeting other than as set forth in the Notice of Special Meeting of Shareholders. If any other matters arebusiness is properly presented atbrought before the Meeting, or any adjournment thereof, for action, the persons named as proxies onin the enclosed proxy card will vote in accordance with the views of management of the Trust.Funds.

Required Vote for Proposal
REQUIRED VOTE FOR EACH PROPOSAL

TheWith respect to each Fund, approval of each relevant proposal requires the affirmative vote of a majority of the outstanding sharesvoting securities of the Trust votedFund as defined in the 1940 Act. The 1940 Act defines the vote of a majority of the outstanding voting securities of the Fund to mean the affirmative vote of the lesser of (a) 67% or more of the Shares of the Fund present at the Meeting, if more than 50% of the outstanding Shares of the Fund are present in person or represented by proxy at the Meeting, is required foror (b) more than 50% of the electionoutstanding Shares of Trustees.the Fund.

NoticeANNUAL AND SEMI-ANNUAL REPORTS

A CertificateEach Fund’s annual and semi-annual reports contain additional information about the Fund and are available upon request, without charge, by writing to Wells Fargo Funds, P.O. Box 219967, Kansas City, MO 64121-9967, by calling 1.800.222.8222 or by visiting the Wells Fargo Funds website at www.wfam.com.

Shareholder Proposals

The Funds are not generally required to hold annual or special meetings of Trustshareholders. Shareholders wishing to submit proposals for inclusion in respecta proxy statement for a subsequent shareholders’ meeting of the Trust is on file witha Fund should send their written proposals to the Secretary of the State of Delaware. As provided in the Declaration, the obligations of any instrument made or issued by any Trustee or Trustees or by any officer or officers of the Trust are not binding upon any of them or the shareholders individually, but are binding only upon the assets and property of the Trust.

Annual Meetings and Shareholder Meetings

The Trust does not presently hold annual meetings of shareholders for the election of Trustees and other business and does not hold shareholder meetings unless otherwise required by the 1940 Act. Any shareholder proposal for a shareholder meeting must be presented to the Trust withinWells Fargo Funds, 525 Market Street, 12th Floor, San Francisco, California 94105 a reasonable time before the Fund finalizes its proxy materialsstatement for theits next meeting are sent toof shareholders. Because the Trust does not hold regular shareholder meetings no anticipated date of the next meeting can be provided.

Contract Owners Sharing An Address

To help keep expenses low, the Trust is permitted to mail only one copy of this proxy statement to a household even if more than one person in a household is a Contract Owner, unless the Trust has received contrary instructions from one or more of the Contract Owners. If you need additional copies of this proxy statement and you are a Contract Owner, please contact the Trust by calling (866) 521-4424. Contract Owners wishing to receive separate copies of annual reports, and proxy statements in the future, and Contract Owners sharing an address that wish to receive a single copy of such documents if they are receiving multiple copies, should also send a request as indicated.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU INSTRUCT THE PARTICIPATING INSURANCE COMPANY THAT ISSUED YOUR CONTRACT TO VOTE IN FAVOR OF THE NEW INVESTMENT MANAGEMENT AGREEMENT AND THE NEW SUB-ADVISORY AGREEMENT.

By Order of the Board of Trustees of the Trust,

Catherine F. Kennedy, Secretary
June XX, 2021

INSTRUCTIONS FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE.EXECUTING VOTING INSTRUCTIONS CARD

C. DAVID MESSMAN
SecretaryThe following general rules for signing voting instruction cards may be of assistance to you and may help to avoid the time and expense involved in validating your vote if you fail to sign your voting instruction card properly.

August 1, 2017
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the Registration on the voting instruction card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should conform exactly to a name shown in the Registration on the voting instruction card.

3. ALL OTHER ACCOUNTS: The capacity of the individual signing the voting instruction card should be indicated unless it is reflected in the form of Registration. For example:

After completing your voting instruction card, return it in the enclosed postage-paid envelope.

OTHER WAYS TO PROVIDE VOTING INSTRUCTIONS
(Certain of the options outlined below may not be available to all Shareholders. Please consult your voting instruction card for a list of the methods that are available to you).

BY TELEPHONE:

1. Read the prospectus/proxy statement and have your voting instruction card at hand.
2. Call the toll-free number on your voting instruction card.

BY INTERNET:

1. Read the prospectus/proxy statement and have your voting instruction card at hand.
2. Go to the Web site indicated on your voting instruction card and follow the instructions.

The Internet and telephone procedures are designed to authenticate Shareholder identities, to allow Shareholders to give their voting instructions, and to confirm that Shareholders’ instructions have been recorded properly. Please note that, although there is no charge to you for providing voting instructions by telephone or electronically through the Internet associated with this prospectus/proxy statement, there may be costs associated with electronic access, such as usage charges from Internet service providers and telephone companies, that must be borne by the Shareholders.

Providing voting instructions by telephone or Internet is generally available 24 hours a day. Do not mail the voting instruction card if you are providing voting instructions by telephone or Internet. If you have any questions, please call [PROXY SOLICITOR], our proxy solicitor, at [SOLICITOR PHONE] (toll free).

EXHIBIT A

Number of Shares Outstanding as of the Record Date

EXHIBIT B

Principal Holders of Fund Shares

Set forth below as of July 10, 2017,the Record Date is the name, address and share ownership of each person with record ownership of 5% or more of a class of a Fund and each person known by the Trust to have beneficial ownershipown beneficially or of 25%record 5% or more of the voting securitiesoutstanding shares of any Fund.

[Table(s) to be added.]

EXHIBIT C

Form Of New Investment Management Agreement

This INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ] 2021, between Wells Fargo Funds Trust (the “Trust”), a statutory trust organized under the laws of the Fund asState of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105 and Wells Fargo Funds Management, LLC (the “Manager”), a whole. Except as identified below, no personlimited liability company organized under the laws of the State of Delaware with record ownershipits principal place of 5% or more of a class of a Fund is known bybusiness at 525 Market Street, 12th Floor, San Francisco, California 94105.

WHEREAS, the Trust to have beneficial ownership of such shares.

The Governance Committee of each Trust (the "Committee") shall be composed only of Trustees who are not "interested persons" of the Trusts, or of any investment adviser or principal underwriter of the Trusts or any series thereof (a "Fund"), as defined inis registered under the Investment Company Act of 1940, ("Independent Trustees"as amended (the “1940 Act”). as an open-end management investment company and is authorized to issue interests (as defined in the Trust’s Declaration of Trust, as amended and supplemented from time to time), in separate series;

Board NominationsWHEREAS, the Manager is an investment adviser registered with the Securities and Exchange Commission (the “Commission”) as such under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the Trust desires that the Manager provide investment management services consisting of advisory services and Fund-level (as opposed to class-level) administrative services to each series of the Trust listed on Schedule A hereto as such Schedule may be amended or supplemented from time to time by mutual agreement (each a “Fund” and collectively the “Funds”), and the Manager is willing to provide those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Trust has entered into a separate Class-Level Administration Agreement with the Manager for the provision of class-level administrative services (“Class-Level Duties”).

NOW THEREFORE, the Trust and the Manager agree as follows:

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

The investment authority granted to the Manager shall include the authority to exercise whatever powers the Trust may possess with respect to any trustee nomination madeof its assets held by an eligible shareholderthe Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities

pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds.

The Trust hereby appoints the Manager, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof.

The Trust hereby appoints the Manager to provide the Fund-level duties and services as set forth in Section 2(b) hereof, for the compensation and on the terms herein provided, and the Manager hereby accepts such appointment. Each new investment portfolio established in the future by the Trust shall automatically become a “Fund” for all purposes hereunder as if it were listed on Schedule A, absent written notification to the contrary by either the Trust or shareholder group as permitted by applicable law (and,the Manager.

Section 2. Duties of the Manager.

(a) Advisory Services.

(i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest.

(ii) To the extent the securities of an underlying registered investment company constitute a Fund’s only investment security, in accordance with Section 12(d)(1)(E) of the 1940 Act, the Manager’s responsibilities shall include, but not be limited to, reviewing the investment strategy and performance of the underlying fund, evaluating any proposed changes affecting the underlying fund, and conducting risk management reviews and assessments with respect to the underlying fund and its adviser.

(iii) To carry out the decisions and responsibilities articulated in Sections 2(a)(i) and (ii) above, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

(iv) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the

individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request.

The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust’s Registration Statement, or (B) any material violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust.

(v) The Manager may from time to time employ or sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect.

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

(vi) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Sections 2(a)(ii) and 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, closed-endopen-end management investment company, ("Closed-End Fund"),or separate series thereof, in accordance with Section 12(d)(1)(E) under the By-Laws1940 Act.

(b) Fund-Level Administrative Services. The Manager shall, at its expense, provide the following Fund-level administrative services in connection with the operations of the Trust and the Funds, to the extent such services are not provided to a Class of a Fund and covered under the Funds’ Class-Level Administration Agreement:

i) coordinate, supervise and make all payments to the Funds’ transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers;

ii) receive and tabulate shareholder votes;

iii) furnish statistical and research data;

iv) coordinate (or assist in) the preparation and filing with the Commission of registration statements, notices, shareholder reports, and other material required to be filed under applicable laws;

v) prepare and file with the states registration statements, notices, reports, and other material required to be filed under applicable laws;

vi) prepare and file Form 24F-2s and N-CENs;

vii) review bills submitted to the Funds and, upon determining that a bill is appropriate, allocate amounts to the appropriate Funds and instruct the Funds’ custodian to pay such bills;

viii) coordinate (or assist in) the preparation of reports and other information materials regarding the Funds, including prospectuses, proxies, and other shareholder communications;

ix) update and maintain the Funds’ website;

x) prepare expense table and performance information for annual updates;

xi) provide legal and regulatory advice to the Funds in connection with its other administrative functions, including assignment of matters to outside legal counsel on behalf of the Trust and supervision of the work of such Closed-End Fund),counsel;

xii) provide office facilities and clerical support for the Committee shall make all nominationsFunds;

xiii) develop and implement procedures for membership onmonitoring compliance with regulatory requirements and compliance with the Board of Trustees of each Trust. The Committee shall evaluate each candidate's qualifications for Board membershipFunds’ investment objectives, policies and his or her independence from the Funds' investment adviser(s) and principal underwriter(s) and, as it deems appropriate, other principal service providers. Any person nominated torestrictions;

xiv) serve as an Independent Trustee must not be, onliaison between the effective dateFunds and their independent auditors;

xv) prepare and file tax returns;

xvi) review payments of hisFund expenses;

xvii) prepare expense budgeting and accruals;

xviii) provide communication, coordination, and supervision services with regard to the Funds’ transfer agent, custodian, fund accountant, any co-administrators, and other service organizations that render recordkeeping or her appointment or election, an "interested person"shareholder communication services;

xix) provide information to the Funds’ distributor concerning fund performance and administration;

xx) provide reports to the Funds’ Board regarding its activities;

xxi) assist in the preparation, assembly and electronic delivery of meeting materials, including comparable fee information, as required, for the Trusts, or ofFunds’ Board; and

xxii) provide any investment adviser or principal underwriterother administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by the Trust’s transfer and dividend disbursing agent, custodian, and fund accountant.

In performing all Fund-level administrative services under this Section 2(b), the Manager shall: (a) act in conformity with the Trust’s Declaration of Trust (and By-Laws, if any), the 1940 Act, and any other applicable laws as definedmay be amended from time to

time, and all relevant rules thereunder, and with the Trust’s registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to the Trust as necessary and appropriate; and (c) advise and report to the Trust and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention.

In connection with its duties under this Section 2(b), the Manager may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with the Manager to comply with this Agreement and all relevant provisions of the 1940 Act and any other applicable laws as may be amended from time to time, and all relevant rules thereunder. The Manager will provide the Trust with a copy of each sub-administration agreement it executes relating to the Trust. The Manager will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Section 11.

Notwithstanding anything herein to the contrary, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, administration, custodian or shareholder servicing agent of the Funds.

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

(a) The Declaration of Trust, as in effect on the date hereof;
(b) The Registration Statement filed with the Commission under the 1940 Act and the Securities Act; and
(c) Written guidelines, policies and procedures adopted by the Trust.

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

Section 4. Delegation of Responsibilities. The Manager may carry out any of its obligations under this Agreement (other than under Section 2(b) hereof) by employing, subject to supervision by the Manager, one or more sub-adviser(s) who are registered as investment advisers pursuant to the Investment CompanyAdvisers Act of 1940 (“Sub-Advisers”). Each Sub-Adviser’s employment will be evidenced by a separate written agreement approved by the Board and if required, receiving any other approvals required under the 1940 Act (unless the Commission or its staff has given or issued authorization, relief, guidance, or interpretation dispensing with any such requirement). The Manager shall not be liable hereunder for any act or omission of any Sub-Adviser, except for failure to exercise good faith in the employment of the Sub-Adviser and for failure to exercise appropriate supervision of such Sub-Adviser,

and as may otherwise be agreed in writing. The Manager shall be solely responsible for compensating any Sub-Adviser for services rendered under any Sub-Advisory Agreement. The Manager may, from time to time and at any time, terminate any Sub-Advisory Agreement and reassume the responsibilities assigned to such Sub-Adviser with respect to each Closed-Endany Fund such person must also satisfy, on such date, applicable independence requirementswithout obtaining the approval of the listing standards of securities exchanges on which shares of such Closed-End Fund are traded.

a. The Committee may take into account a wide variety of factors in considering Trustee candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry, business, professional and related experience, (iii) educational background, (iv) financial expertise, (v) an assessmentshareholders of the candidate's ability, judgment and expertise, and (vi) overall diversityFund.

Section 5. Control by Board. Any investment management activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Board's composition.Funds, shall at all times be subject to the direction and control of the Board.

b. The Committee will considerSection 6. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Manager shall at all times comply with:

(a) all applicable provisions of the 1940 Act, the Advisers Act and evaluate nominee candidates properly submitted by shareholders onany rules and regulations adopted thereunder;

(b) the same basis as it considers and evaluates candidates recommended by other sources. Appendix A to this Charter,Registration Statement of the Trust, as it may be amended from time to time, filed with the Commission under the Securities Act and the 1940 Act;

(c) the provisions of the Declaration of Trust of the Trust, as it may be amended from time to time;

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

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

Section 7. Proxies. The Manager shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Funds are invested in accordance with the Trust’s policies on proxy voting.

Section 8. Broker-Dealer Relationships. In connection with the purchase and sale of securities for the Funds, the Manager is responsible for broker-dealer selection and negotiation of brokerage commission rates. The Manager’s primary consideration in effecting a security transaction will be to seek the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Manager will consider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the value of the expected contribution of the broker-dealer to the Fund on a continuing basis; and any applicable policies and procedures approved by the Committee, sets forth proceduresBoard. Accordingly, the price to the Fund in any transaction may be less favorable than that mustavailable from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board may from time to time determine, the Manager shall not be followeddeemed to have acted unlawfully or to have breached any duty created by shareholdersthis Agreement or otherwise solely by reason of having caused a Fund to submit properlypay a candidatebroker or dealer that provides brokerage and research services to the Manager an

amount of commission for nominationeffecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage, research and other services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Fund and to other clients of the Manager. The Manager is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Manager shall determine and the Manager will report on said allocations regularly to the Board, indicating the brokers to whom such allocations have been made and the basis therefore.

Section 9. Expenses. All of the ordinary business expenses incurred in the operations of the Funds and the offering of their shares shall be borne by the Committee. Shareholder recommendationsFunds unless specifically provided otherwise in this Agreement. The expenses borne by the Trust include, but are not properly submittedlimited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports, notices to Fund shareholders, the fees and other expenses incurred by the Funds in connection with membership in investment company organizations and the cost of making prospectuses and statements of additional information available to the Funds’ shareholders. In addition to the fees described in Section 10 of this Agreement, the Trust (or its other service providers, as may be provided pursuant to their respective agreements and contracts with the Trust) shall pay all of its Fund-level expenses which are not expressly assumed by the Manager pursuant to Section 2(b) or otherwise hereunder. The Fund-level expenses of legal counsel and accounting experts retained by the Manager, after consulting with the Trust’s legal counsel and independent auditors, as may be reasonably necessary or appropriate for the performance by the Manager of its duties under this Agreement, shall be deemed to be Fund-level expenses of, and shall be paid for by, the Trust.

The Manager shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement and shall, at its own expense, provide its own office space, facilities and equipment. In addition, the Manager shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Trust: (a) to amend the Trust’s registration statement or supplement the Fund’s prospectus, and circulate the same, to reflect a change in the personnel of the Manager responsible for making investment decisions in relation to a Fund; (b) to obtain approval required by the 1940 Act of a new sub-advisory agreement as a result of a “change in control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Manager, if required pursuant to the 1940 Act, the Securities Act, or any other applicable statute, law, rule

or regulation, as a result of such change; or (c) to meet other legal or regulatory obligations caused by actions of the Manager.

Section 10. Compensation.

(a) As compensation for the investment management services provided under this Agreement, the Trust shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time. The fees payable pursuant to this Paragraph shall be calculated based on the average daily value (as determined on each business day at the time set forth in the Prospectus for determining net asset value per share) of each Fund’s net assets, as appropriate, during the preceding month. If the fee payable to the Manager pursuant to this Paragraph for any Fund begins to accrue before the end of any month or if this Agreement terminates before the end of any month with respect to a Fund, the fee for the period from the effective date to the end of that month or from the beginning of that month to the termination date, respectively, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. For purposes of calculating each such monthly fee, the value of each Fund’s net assets shall be computed in the manner specified in that Fund’s registration statement as then on file with the Commission for the computation of the value of the Fund’s net assets in connection with the determination of the net asset value of Fund shares. For purposes of this Agreement, a “business day” for a Fund is any day that the Fund is open for trading;

(b) No fee, other than the portion of the management fee payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time, payable for the Fund-level administrative services set forth in Section 2(b) of this Agreement, shall be payable hereunder with respect to a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end management investment company, or a single separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act (a “Master-Feeder Fund structure”);

(c) The Manager shall receive a fee as specified below for investment management services consisting of both Fund-level administrative services and asset allocation services if a Fund in a Master-Feeder Fund structure converts to a Fund that invests some or all of its investment assets in two or more registered, open-end management investment companies, or separate series thereof, in each case, in accordance with Section 12(d)(1)(G) under the Act, the rules thereunder or an exemptive order issued by the Commission exempting the Fund from the provisions of Section 12(d)(1)(A) under the Act (a “Fund of Funds structure”).

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

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

Section 13. Records. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders, including with respect to orders the Manager places for the purchase and sale of portfolio securities of the Fund, as are required to be maintained by the Trust under the 1940 Act, as well as such records as the Funds’ administrator reasonably requests to be maintained, including, but not limited to, trade tickets and confirmations for portfolio trades. All such records shall be maintained in a form acceptable to the Trust and in compliance with the provisions of Rule 31a-1 or any successor rule. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust’s authorized representatives, shall have access to such books and records at all times during the Manager’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust’s authorized representatives.

Section 14. Term and Approval. This Agreement shall become effective with respect to a Fund for an initial two-year term after being approved in accordance with the requirements of Appendix Athe 1940 Act, and executed by the Manager and the Trust, and shall thereafter continue from year to year, provided that the continuation of the

Agreement is specifically approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

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

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

Section 15. Termination. As required under the 1940 Act, this Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty, by vote of the Board or by vote of a majority of a Fund’s outstanding voting securities, or by the Manager, on sixty (60) days’ written notice to the other party. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or by the Commission staff in no-action letters issued under the 1940 Act.

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

Section 16. Indemnification by the Manager. The Trust shall not be responsible for, and the Manager shall indemnify and hold the Trust or any Fund harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties on the part of the Manager or any of its officers, directors, employees or agents.

Section 17. Indemnification by the Trust. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Trust hereby agrees to indemnify and hold harmless the Manager against all claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees or affiliates, resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds, their officers, directors, employees or affiliates.

Section 18. Notices. Each party giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Agreement must give the

Notice in writing and use one of the following methods of delivery: personal delivery, U.S. mail, internationally recognized overnight courier (with all fees prepaid), facsimile or e-mail. Any party giving a Notice shall address the Notice to the appropriate Person at the receiving party at the address listed below or to another address as designated by a party in a Notice pursuant to this Clause:

If to the Trust:

525 Market Street, 12th Floor
San Francisco, California 94105

If to the Manager:

525 Market Street, 12th Floor
San Francisco, California 94105

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

Section 20. Amendment of this Agreement. No provision of this Agreement may be amended, changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No amendment shall become effective until approved in accordance with applicable requirements under the 1940 Act.

Section 21. Risk Acknowledgement. The Manager does not guarantee the future performance of the Funds or any specific level of performance, the success of any investment decision or strategy that the Manager may use, or the success of the Manager’s overall management of the Funds. The Trust understands that investment decisions made for the Funds by the Manager are subject to various market, currency, economic and business risks, and that those investment decisions will not always be consideredprofitable. The Manager will manage only the securities, cash and other investments for nominationwhich management responsibility is delegated to it and which are held in the Funds’ account(s) and, in making investment decisions for the Funds, the Manager will not consider any other securities, cash or other investments owned by the Committee.Trust.

Section 22. No Third Party Beneficiaries. Nothing in this Agreement shall be deemed to confer on any person other than the parties hereto any benefits, rights, remedies, obligations or liabilities under or by reason of this Agreement. No person shall be deemed to be a third-party beneficiary of this Agreement.

2. Process for evaluating potential conflictsSection 23. Miscellaneous.

(a) If any term or provision of interestthis Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of Independent Trustee candidates.this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.

a. As a threshold matter,(b) This Agreement may be executed by the backgroundparties hereto in any number of a candidatecounterparts, and all of said counterparts taken together shall be deemed to serve as an Independent Trustee mustconstitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be reviewed to confirm that the person meets or,executed in duplicate by their respective officers on the effectiveday and year first written above.

WELLS FARGO FUNDS TRUST
on behalf of the Funds

By:
Name:
Title:

WELLS FARGO FUNDS MANAGEMENT, LLC

By:
Name:
Title:

SCHEDULE A
INVESTMENT MANAGEMENT AGREEMENT
FEE SCHEDULE
WELLS FARGO FUNDS TRUST

The foregoing fee schedule is agreed to as of [ ], 2021 and shall remain in effect until changed in writing by the parties.

WELLS FARGO FUNDS TRUST
on behalf of the Funds

By:
Name:
Title:

WELLS FARGO FUNDS MANAGEMENT, LLC

By:
Name:
Title:

EXHIBIT D

Date of Last Shareholder Approval of Current Investment Management Agreement

EXHIBIT E

Current Funds Management Officers and Directors

The name and principal occupation of Funds Management’s principal executive officers and directors as of the date of his this proxy statement are set forth below. The business address of each such officer and/or her appointment or election will meet,director is 525 Market Street, San Francisco, California 94105.

Robert Guerin, Senior Vice President and Chief Compliance Officer
Paul Haast, Senior Vice President, Head of Product Development and External Investments, and Manager
Molly McMillin, Chief Financial Officer
Andrew Owen, President, CEO and Manager
Michelle Rhee, Secretary

EXHIBIT F

Form Of New Sub-Advisory Agreement

This SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ], 2021, by and among Wells Fargo Funds Trust (the “Trust”), a business trust organized under the technical requirements for beinglaws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a non-interested Trusteelimited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, and Wells Capital Management, LLC, a limited liability company organized under the laws of the State of Delaware, with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105 (the “Sub-Adviser”).

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

WHEREAS, the Trust and with respectthe Adviser desire that the Sub-Adviser perform investment advisory services for each of the series of the Trust listed in Appendix A hereto as it may be amended from time to Independent Trustee candidates fortime (each a “Fund” and collectively the Board of each Closed-End Fund, that such person satisfies or,“Funds”), and the Sub-Adviser is willing to perform those services on the effective date of his or her appointment or election will satisfy, applicable independence requirements of the listing standards of securities exchanges on which shares of such Closed-End Fund are traded.

b. In addition to satisfying the applicable technical requirementsterms and conditions set forth in 2.a.this Agreement;

NOW THEREFORE, above, the candidate's businessTrust, the Adviser and personal connections (as reflectedSub-Adviser agrees as follows:

Section 1. The Trust; Delivery of Documents. The Trust is engaged in the responsesbusiness of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to questionstime, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act and the Securities Act of 1933 (the “Securities Act”), including any representations made in the Trustees'prospectus and Officers' Questionnaire completed by each current and prospective Trustee) must be reviewed to confirm that they do not create any actual or potential impairmentstatement of additional information relating to the person's independenceFunds contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust’s Board of Trustees (the “Board”). The Board is authorized to issue any unissued shares in any number of additional classes or series. The Trust has delivered copies of the documents listed in this Section to the Sub-Adviser and will from time to time furnish the Sub-Adviser with any amendments thereof.

Section 2. Appointment of Sub-Adviser. Subject to the direction and control of the Board, the Adviser manages the investment and reinvestment of the assets of the Funds and provides for certain management and services as specified in the investment management agreement dated [ ], 2021, between the Trust and the Adviser with respect to the Funds.Funds (the “Management Agreement”).

c.Subject to the direction and control of the Board, the Sub-Adviser shall manage the investment and reinvestment of the assets of the Funds, and without limiting the

generality of the foregoing, shall provide the management and other services specified below, all in such manner and to such extent as may be directed from time to time by the Adviser.

The Sub-Adviser acknowledges that the Fund and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex that is not an affiliated person (as that term is defined in the 1940 Act) of the Adviser, or an affiliated person of such a sub-adviser, concerning transactions for a fund in securities or other fund assets. With respect to any candidate,a multi-managed Fund, the CommitteeSub-Adviser shall elicit such information from senior management thatbe limited to managing only the Committee deems appropriate, if any, to evaluating the meritsdiscrete portion of the candidate.

d. Disqualifying factors:

i. No candidate shallFund’s portfolio as may be nominated for membership ondetermined from time-to-time by the Board if, upon appointment or electionthe Adviser, and shall not consult with the any Sub-adviser that is not an affiliated person of the Adviser as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets.

Section 3. Duties of the Sub-Adviser.

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

(b) The Sub-Adviser will report to the Board that candidate serves or has agreed to serve onat each regular meeting thereof all material changes in the board of any registered investment company outside ofFunds since the Wells Fargo Funds family (Asset Allocation Trust shall be considered to be a part of the Wells Fargo Funds family solely for the purposes of this Committee Charter), unless otherwise approved by the Committee. If any existing Trustee accepts a position on the board of any such other registered investment company, such Trustee shall promptly resign from membership onprior report, and will also keep the Board unless an exception from this policy is expressly approved byinformed of important developments affecting the Committee.

ii. No candidate shall be nominated for membershipTrust, the Funds and the Sub-Adviser, and on its own initiative will furnish the Board if that candidate serves or has agreedfrom time to serve as an officer, partner, employee or in any similar capacity with a firm that serves as an investment adviser, sub-adviser or principal underwriter of any registered investment company outside of the Wells Fargo Funds family. If any existing Trustee accepts such a positiontime with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held by a firm, such Trustee shall promptly resign from membership onFund, the Board. Similarly, if a candidate servesindustries in such a capacity for a registered investment adviserwhich they engage, or registered broker-dealer, but that firm currently does not serve as an investment adviser, sub-adviserthe economic, social or principal underwriter for any such registered investment company, such candidate shall be nominated only uponpolitical conditions prevailing in each country in which the express agreement that he or she would resign fromFund maintains investments. The Sub-Adviser will also furnish the Board in the event that his or her firm subsequently undertakeswith such a role for any registered investment company outside of the Wells Fargo Funds family.

iii. No candidate shall be nominated for membership on the Board if that candidate serves on the board of a firm that serves as an investment adviser, sub-adviser or principal underwriter of any registered investment company outside of the Wells Fargo Funds family, unless an exception from this policy is expressly approved by the Committee. If any existing Trustee accepts a position on the board of any such an investment adviser, sub-adviser or principal underwriter, such Trustee shall promptly resign from membership on the Board, unless an exception from this policy is expressly approved by the Committee. Similarly, if a candidate serves on the board of a registered investment adviser or registered broker-dealer, but that firm currently does not serve as an investment adviser, sub-adviser or principal underwriter of any such registered investment company, such candidate shall be nominated only upon the express agreement that he or she would, unless an exception from this policy is expressly approved by the Committee, resign from the Board in the event that his or her firm subsequently undertakes such a role for any registered investment company outside of the Wells Fargo Funds family.

3. The Committee shall review the composition of the Board when it deems it appropriate to do so to determine whether it may be appropriate to recommend adding individuals with different backgrounds or skill sets from those already on the Board and/or recommend expanding or contracting the size of the Board.

Committee Nominationsstatistical and Functions

1. The Committee shall propose nominations for membership on all committees and shall review committee assignments when it deems it appropriate to do so.

2. The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the Board. With respect to any committee of the Board of a Closed-End Fund, the powers, functions, size, membership and other aspects of the committee shall conform with any applicable requirements of the By-Laws of such Closed-end Fund.

Governance Committee Chairman

1. Chairman of the Governance Committee.

a. Only a Trustee who is an Independent Trustee may serve in the role of Chairman of the Governance Committee.

b. In addition to any powers and duties specified in this Charter, the Chairman of the Governance Committee's role is to preside at all meetings of the Committee and to act as a liaisonanalytical information with respect to governance-related matterssecurities in the Funds as the Sub-Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities for the Funds, the Sub-Adviser will comply with service providers, officers, attorneys, and other Committee members generally between meetings.

c. The Chairman of the Governance Committee shall be entitled to receive an additional annual fee in such amount, and payable in such frequency and manner, determinedpolicies set from time to time by the Board foras well as the additional work and time devotedlimitations imposed by the ChairmanTrust’s Declaration of the Governance Committee.

2. Except for any duties specified herein or pursuant to a Trust's charter document, the designation of Chairman of the Governance Committee does not impose on such Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such personTrust, as a member of the Board generally.

Compensation

1. The Committee shall periodically review and recommend any appropriate changes to trustee compensation to the Board.

Board Leadership Structure

1. The Committee shall periodically review the Board leadership structure and shall recommend any appropriate changes to the Board.

Advisory Trustee Nominations

1. The 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 Investment Company Act of 1940 ("Advisory Trustees"). An individual shall be eligible to serve as an Advisory Trustee only if that individual meets the requirements to be an Independent Trustee and does not otherwise serve the Trusts in any other capacity. Any Advisory Trustee shall serve at the pleasure of the Board and may be removed, at any time, with or without cause, by the Board. An Advisory Trustee may be nominated and elected as a Trustee, at which time he or she shall cease to be Advisory Trustee. Any Advisory Trustee may resign at any time.

Other Powers and Responsibilities

1. The Committee shall review this Charter at least annually and recommend changes, if any, to the Board.

2. The Committee shall periodically review and address matters relating to the engagement and independence of legal counsel employed by the Independent Trustees and shall recommend any appropriate actions to the Board.

3. The Committee shall have the resources and authority to discharge its responsibilities, including authority to retain special counsel and other experts or consultants, advisers or employees at the expense of the appropriate Fund(s).

4. In consultation with independent legal counsel to the Independent Trustees, the Committee shall consider the processes to be undertaken by the Board in connection with the annual assessment of the performance of the Board and the committees of the Board pursuant to rule 0-1(a)(7)(v) under the Investment Company Act of 1940 and under any applicable listing requirements.

5. The Committee shall set forth and periodically review governance principles for the Board and its committees and shall recommend changes, if any, to the Board. Those principles have been outlined in a separate document (Statement of Governance Principles).

6. The actions taken at meetings of the Committee shall be recorded in the minutes of such meetings. Meetings of the Committees may be conducted in person, telephonically, or via video-conference.

7. If the Committee's membership does not include all of the Trustees, the Committee will report on actions taken at its meetings to the Board.

8. The Committee shall have such further responsibilities as are given to itamended from time to time, byBy-Laws (if any), Registration Statement under the Board.

DateAct and the Securities Act, the limitations in the Act and in the Internal Revenue Code of most recent Committee approval: November 18, 2015
Date of most recent Charter amendment: November 18, 2015

Appendix A

Procedures for Shareholders to Submit Nominee Candidates

A shareholder of any series of the Trust must follow the following procedures in order to submit properly a nominee candidate recommendation for the Committee's consideration.

The shareholder must submit any nominee candidate recommendation (a "Shareholder Recommendation") in writing1986, as amended applicable to the Trust and the investment objectives, policies and restrictions of the Funds.

(c) The Sub-Adviser may from time to time employ or associate with such persons as the Sub-Adviser believes to be appropriate or necessary to assist in the execution of the Sub-Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-Adviser. No obligation may be imposed on the Trust in any such respect.

(d) The Sub-Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act. The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the 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 recommendedservices provided by the shareholder (the "candidate"); (B) the series (and, if applicable, class)Sub-Adviser pursuant to this Agreement required to be prepared and number of all shares ofmaintained by the Trust ownedpursuant to the rules and regulations of recordany national, state, or beneficially bylocal government entity with jurisdiction over 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 byTrust, including the Securities and Exchange Commission (orand the correspondingInternal Revenue Service. The books and records pertaining to the Trust which are in possession of the Sub-Adviser shall be the property of the Trust. The Trust, or the Trust’s authorized representatives (including the Adviser), shall have access to such books and records at all times during the Sub-Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Sub-Adviser to the Trust or the Trust’s authorized representatives.

Section 4. Control by Board. As is the case with respect to the Adviser under the Management Agreement, any investment activities undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Funds, shall at all times be subject to the direction and control the Trust’s Board.

Section 5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with:

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

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

(c) the provisions of the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time;

(d) the provisions of any regulationBy-laws of the Trust, if adopted and as it may be amended from time to time, or rule subsequentlyresolutions of the Board as may be adopted from time to time;

(e) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Trust or the Funds;

(f) any other applicable provisions of state or federal law; and

In addition, any code of ethics adopted by the SecuritiesSub-Adviser must comply with Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and Exchange Commissionany broadly accepted industry practices, if requested by the Trust or the Adviser.

Section 6. Broker-Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Section 7. Expenses of the Fund. All of the ordinary business expenses incurred in the operations of the Funds and the offering of their shares shall be borne by the Funds unless specifically provided otherwise in this Agreement. These expenses borne by the Trust include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Funds in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds’ shareholders.

Section 8. Compensation. As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Sub-Adviser fees, payable monthly, the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time. It is understood that the Adviser shall be

responsible for the Sub-Adviser’s fee for its services hereunder, and the Sub-Adviser agrees that it shall have no claim against the Trust or the Funds with respect to compensation under this Agreement.

Section 9. Standard of Care. The Trust and Adviser shall expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and the Adviser the benefit of, the Sub-Adviser’s best judgment and efforts in rendering its services to the Trust, and as an inducement to the Sub-Adviser’s undertaking these services at the compensation level specified, the Sub-Adviser shall not be liable hereunder for any mistake in judgment. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be subject to liability to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

Section 10. Non-Exclusivity. The services of the Sub-Adviser to the Adviser and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or directors of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies.

Section 11. Records. The Sub-Adviser shall, with respect to orders the Sub-Adviser places for the purchase and sale of portfolio securities of the Funds, maintain or arrange for the maintenance of the documents and records required pursuant to Rule 31a-1 under the 1940 Act as well as trade tickets and confirmations of portfolio trades and such other records as the Adviser or the Funds’ Administrator reasonably requests to be maintained. All such records shall be maintained in a form acceptable to the Funds and in compliance with the provisions of Rule 31a-1 or any successor agency applicablerule. All such records will be the property of the Funds, and will be available for inspection and use by the Funds and their authorized representatives (including the Adviser). The Sub-Adviser shall promptly, upon the Trust’s request, surrender to the Trust); (D) any other information regardingFunds those records which are 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 14property of the ExchangeTrust or any Fund. The Sub-Adviser will promptly notify the Funds’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

Section 12. Term and Approval. This Agreement shall become effective with respect to a Fund for an initial two-year term after it is approved in accordance with the express requirements of the 1940 Act, and executed by the rulesTrust, Adviser and regulations promulgated thereunder;Sub-Adviser and (E) whether the recommending shareholder believesshall thereafter continue from year to year, provided that the candidate is or will be an "interested person"continuation of the TrustAgreement is approved in accordance with the requirements of the 1940 Act, which currently requires that the continuation be approved at least annually:

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

(b) by the affirmative vote of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the Investment Company1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

Section 13. Termination. As required under the 1940 Act, this Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of a Fund’s outstanding voting securities, or by the Adviser or Sub-Adviser, on sixty (60) days written notice to the other party. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as amended)it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.

Section 14. Indemnification by the Sub-Adviser. The Trust shall not be responsible for, and information regarding the candidate that willSub-Adviser shall indemnify and hold the Trust or any Fund of the Trust harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties of the Sub-Adviser or any of its officers, directors, employees or agents.

Section 15. Indemnification by the Trust. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser against all claims, actions, suits or proceedings at law or in equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of any kind, arising from the advertising, solicitation, sale, purchase or pledge of securities, whether of the Funds or other securities, undertaken by the Funds, their officers, directors, employees or affiliates, resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Funds, their officers, directors, employees or affiliates. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein shall constitute a waiver or limitation of any rights which a Fund may have and which may not be sufficientwaived under any applicable federal and state securities laws.

Section 16. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the Trustreceipt of such notice. Until further notice to make such determination; (ii) the written and signed consentother party, it is agreed that the address of the candidateTrust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, and that of the Adviser shall be 525 Market Street,

12th Floor, San Francisco, California 94105, and that of the Sub-Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105.

Section 17. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to be named as a nomineesuch terms or provision of the 1940 Act and to serve asinterpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act. In addition, where the effect of a Trustee if elected; (iii)requirement of the recommending shareholder's name as it appears on1940 Act or the Trust's books; (iv)Advisers Act reflected in any provision of this Agreement is revised by rule, regulation or order of the series (and, if applicable, class)Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. The duties and numberobligations of allthe parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 18. Amendment. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Funds. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board of Trustees, the Adviser and the Sub-Adviser.

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

WELLS FARGO FUNDS TRUST
on behalf of the Funds

By:
Name:
Title:

WELLS FARGO FUNDS MANAGEMENT, LLC

By:
Name:
Title:

WELLS CAPITAL MANAGEMENT, LLC

By:
Name:
Title:

APPENDIX A
WELLS CAPITAL MANAGEMENT, LLC

SUB-ADVISORY AGREEMENT
WELLS FARGO FUNDS TRUST

[List of Funds]

SCHEDULE A

WELLS CAPITAL MANAGEMENT, LLC
SUB-ADVISORY AGREEMENT

FEE AGREEMENT
WELLS FARGO FUNDS TRUST

This fee agreement is made as of the [ ] day of [ ], 2021, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Wells Capital Management, LLC (the “Sub-Adviser”); and

WHEREAS, the parties and Wells Fargo Funds Trust owned beneficially(the “Trust”) have entered into a Sub-Advisory Agreement (“Sub-Advisory Agreement”) whereby the Sub-Adviser provides investment management advice to each series of the Trust as listed in Appendix A to the Sub-Advisory Agreement (each a “Fund” and of recordcollectively the “Funds”).

WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to the Sub-Adviser are to be as agreed upon in writing by the recommending shareholder; and (v)parties.

NOW THEREFORE, the parties agree that the fees to be paid to the Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a description of all arrangements or understandings betweenmonthly basis by applying the recommending shareholder and the candidate and any other person or persons (including their names) pursuantannual rates described in this Schedule A to which the recommendation is being made by the recommending shareholder. In addition, the Committee may require the candidateAppendix A for each Fund listed in Appendix A.

The Sub-Adviser shall receive a fee as described in this Schedule A to interview in person and furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve as a TrusteeAppendix A of the Trust. With respect toassets of the Growth Balanced Fund and Moderate Balanced Fund and from each Closed-EndSpectrum Fund the Shareholder Recommendation also must comply with any timing or additional requirements applicable to shareholder nominations, as set forth in the By-Laws of such Closed-end Fund. In the event of any conflict or inconsistencyfor providing services with respect to which Master Trust Portfolios (or, in the requirements applicablecase of the Spectrum Funds, other unaffiliated funds) these Funds will invest in and the percentage to allocate to each Master Portfolio or unaffiliated fund in reliance on Section 12(d)(1)(G) under the Act, the rules thereunder, or order issued by the Commission exempting the Fund from the provisions of Section 12(d)(1)(A) under the Act (a “Fund of Funds structure”).

The net assets under management against which the foregoing fees are to be applied are the net assets as of the first business day of the month. If this fee agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this agreement is in effect shall be subject to a Shareholder Recommendation as between those established in these procedures and thosepro rata adjustment based on the number of days elapsed in the By-Laws ofcurrent month as a Closed-End Fund, the requirementspercentage of the By-Lawstotal number of days in such Closed-End Fundmonth. If the determination of the net asset value is suspended as of the first business day of the month, the net asset value for the last day prior to such suspension shall control.for this purpose be deemed to be the net asset value on the first business day of the month.

The foregoing fee schedule is agreed to as of [ ], 2021 and shall remain in effect until changed in writing by the parties.