NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AUGUST 16, 2021

WELLS FARGO MULTI-SECTOR INCOME FUND

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 8, 2021(the “Fund”)

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

TO THE SHAREHOLDERS OF
WELLS FARGO MULTI-SECTOR INCOME THE FUND

Notice is hereby given that the Annuala Special Meeting of Shareholders (the “Meeting”) of the Wells Fargo Multi-Sector Income Fund (the “Fund”) will be held on February 8,August 16, 2021 at 10:11:30 a.m. Pacific time, at the principal officeoffices of the Fund, 525 Market Street, 12th Floor, San Francisco, California 94105, for94105. With respect to the following purposes:Fund, the purposes of the Meeting are as follows:

Shareholders of record at the close of business on December 4, 2020May 28, 2021 will be entitled to vote at the MeetingMeeting.

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 complete and sign the enclosed proxy card and return it in the accompanying envelope as promptly as possible or vote by telephone or Internet. Any shareholder attending the Meeting can vote in person even though a proxy may have already been designated by the shareholder. Instructions for the proper execution of the proxy card, as well as instructions on how to vote by telephone and Internet, are set forth at the end of the proxy statement.

THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE.

By Order of the Board of Trustees,

Catherine F. Kennedy

Secretary

December 31, 2020

WELLS FARGO MULTI-SECTOR INCOME FUND
PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies for a Special Meeting of Shareholders (the “Meeting”) to be held at 525 Market Street, 12th Floor, San Francisco, California 94105, the address of the principal office of the Wells Fargo Multi-Sector Income Fund (the “Fund”) on August 16, 2021 at 11:30 a.m. Pacific time. If you wish to participate in the Meeting, you may submit the proxy card included with this proxy statement by mail, vote by telephone or the Internet, or attend the Meeting in person. (See “Instructions for Executing Proxy Card” at the end of this proxy statement for voting instructions.) If you wish to attend the Meeting in person, please call 1-888-456-7085 for instructions. We intend to hold the Meeting in person. However, we are sensitive to the public health and travel concerns that shareholders 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 plan to attend.

This proxy statement, the accompanying Notice of AnnualSpecial Meeting of Shareholders and the proxy card and the Annual Report for the Fund for the fiscal year ended October 31, 2020 will be first sent to shareholdersShareholders on or about December 31, 2020.June 7, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 8, 2021.AUGUST 16, 2021:

You may obtain a copy of this proxy statement, the accompanying Notice of AnnualSpecial Meeting of Shareholders and the proxy card and the Annual Report for the Fund for the period ended October 31, 2020 without charge by visiting the website indicated on your proxy card.

Proxy SolicitationPROXY SOLICITATION

Under Proposal 1, shareholders in the Fund are being asked to approve a new investment advisory agreement (the “New Investment Advisory Agreement”) with Wells Fargo Funds Management, LLC (“Funds Management”).

The Board intendsUnder Proposal 2, shareholders in the Fund are being asked to bringapprove a new sub-advisory agreement (the “New Wells Capital Sub-Advisory Agreement”) with Wells Capital Management, LLC (“Wells Capital”).

Under Proposal 3, shareholders in the Fund are being asked to approve a new sub-advisory agreement (the “New WFAM(I) Ltd Sub-Advisory Agreement”, and together with the New Wells Capital Sub-Advisory Agreement, the “New Sub-Advisory Agreements”) with Wells Fargo Asset Management (International), Limited (“WFAMI(I) Ltd”, and together with Funds Management and Wells Capital, the “Advisers”).

As explained in further detail below, Proposals 1, 2 and 3 relate to a definitive agreement entered into by 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 of 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 Wells Capital Management, LLC for periods after such conversion.

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

Holders of shares (the “Shares”) of the Fund at the close of business on May 28, 2021 (the “Shareholders”) will be entitled to vote at the Meeting on the matterproposals set forth in the accompanying notice. Holders of common shares (“Shares”)Shareholders of the Fund (“Shareholders”) are being asked to vote for the re-election of Mr. William Ebsworth and Mses. Judith Johnson and Jane Freeman as Trustees.separately on each proposal set forth in such notice. You can vote by returning your properly executed proxy card in the envelope provided or you may vote by telephone or Internet by following the instructions at the end of this proxy statement. When you complete and sign your proxy card, the proxies named will vote on your behalf at the Meeting (or any adjournments thereof) exactly as you have indicated. If you return a signed proxy card but no choice is specified, your Shares will be voted FORIN FAVOR OF the election of each ofNew Investment Advisory Agreement and the nominees named in the enclosed proxy card.

because brokers are required to receive instructions from beneficial owners or persons entitled to vote in order to submit proxies.

The approval of each proposal requires the electionaffirmative vote of Trustees.

A pluralitya majority of the outstanding voting securities of the 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 the Fund to mean the affirmative vote of the shares representedlesser 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, and entitled to vote 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 a proposalone or more proposals are not received with respect to the Fund, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies as to a 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 Shares represented at the Meeting, either in person or by proxy;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 proposalone or more proposals 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

Computershare Fund Services, the Fund’s proxy solicitor, will make proxy solicitations and will receive compensation for seeking Shareholder votes and answering Shareholder questions in whichan amount estimated to be $44,897 with respect to the Fund has received sufficient votes to approve a matter being recommended for approvalproposals covered by the Board, the Fund may request that brokers and nominee entities, in their discretion, withholdthis proxy statement. Funds Management or withdraw submissionone of broker non-votes in order to avoid the need for solicitation of additional votes in favor of the proposal.

The Fundits affiliates will bear the costs typically 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 Fund 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. Theemployees of Funds Management, its affiliates, or other representatives of the Fund has engaged Computershare Fund Services to solicit proxies from brokers,

in this proxy statement. AsPlease see Exhibit A for information regarding the number of December 4, 2020Shares outstanding for the Fund had outstanding 28,132,088 Shares. as of the Record Date.

Each ShareShareholder is entitled to one vote for each dollar,Share, and a fractional vote for each fraction of a dollarShare, as to any matter on which the Share is entitled to vote.

Listed below are entities that have made filings withPlease see Exhibit B for a list of persons reflected on the Securitiesbooks and Exchange Commission (“SEC”) disclosing beneficial ownershiprecords of the Fund as owning beneficially or of record 5% or more of the outstanding Shares of the Fund as of December 4, 2020. The filings are available at the SEC’s website (www.sec.gov).Record Date.

As of December 4, 2020,the Record Date, the officers and Trustees of the Fund as a group beneficially owned in the aggregate less than 1% of the Shares of the Fund and together with their immediate family members, less than 1% of the outstanding securities of Wells Fargo, & Company (“Wells Fargo”), the parent company of Funds Management, Wells Capital and WFAM(I) Ltd.

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, LLC (“Funds Management”),Wells Capital and WFAM(I) Ltd.

Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the Fund’sHealthcare, 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 adviser. Additionally,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 officersTransaction, GTCR and TrusteesReverence Capital created NewCo, a new portfolio holding company. In the Transaction, NewCo will acquire all of the Fund as a group beneficially owned in the aggregate less than 1%issued and outstanding equity interests of the outstanding securities of the Fund’s sub-advisers, Wells Capital Management Incorporated (“Wells Capital Management”) and Wells Fargo Asset Management (International)Holdings, LLC (“WFAM Holdings”), Limited (“the direct parent company of Funds Management, Wells Capital and WFAM(I) Ltd”).

I. ELECTION OF TRUSTEES (PROPOSAL 1)

Ltd. WFAM Holdings ownership interest in Wells Capital will be transferred to NewCo at closing of the Transaction, but NewCo will transfer such ownership back to WFAM Holdings after the Transaction. The Board has nominated three persons for electionTransaction is not expected to the Fund’s Board. Each of these nominees currently serveshave a material impact on the Fund’s Boardadvisory business conducted by the Advisers. The current portfolio manager(s) and is thus sometimes referredinvestment teams of the Fund are expected to as a “nominee Trustee”. In accordancecontinue to manage the Fund with the Declaration, the Trustees have been divided into three classes (each a “Class”): Class I, Class II and Class III. The Trustees in each Class serve until the annual meeting for the year indicated: Class I, 2023; Class II, 2024; and Class III, 2022; or, if later, until their respective successors are elected and qualified. At each subsequent annual meeting, the persons elected to the Class of Trustees whose terms are expiring will generally be nominated for a three-year term. Staggered terms are adopted by many closed-end fund boards and can have the effect of promoting greater stability and long-term perspective. Staggered terms alsosame investment objective,

haveinvestment strategies and policies. The Transaction will also not result in any change in investment objective or principal investment strategy for the effectFund, nor will it result in any change to the services provided to the Fund or to its fees and expenses. In connection with the Transaction, NewCo expects to announce a new name for each of limitingWFAM Holdings, Funds Management, Wells Capital and WFAM(I) Ltd. In connection with the ability of othername change to the legal entities, or personsit is expected that the Fund will also change names. As previously noted, in connection with the Transaction, Wells Capital Management Incorporated is expected to acquire control ofconvert from a board by delaying replacement ofCalifornia corporation to a majorityDelaware limited liability company. The proposed New Sub-Advisory Agreements that you are being asked to approve is with the converted entity, Wells Capital Management, LLC.

Consummation of the board. If any nominee Trustee for any reason becomes unableTransaction will constitute a “change of control” under the 1940 Act with respect to serve or is unwilling to serve, the persons named as proxiesAdvisers and will result in the enclosed proxy card, in consultation with the Board, will vote for the election of such other person or persons as they may consider qualified. Eachautomatic termination of the three nomineeFund’s investment advisory agreement with Funds Management and sub-advisory agreements with Wells Capital and WFAM(I) Ltd. The Board of Trustees has agreedof the Trust (the “Board”) approved the New Investment Advisory Agreement with Funds Management and the New Sub-Advisory Agreements with Wells Capital and WFAM(I) Ltd to continuereplace the existing agreements that will terminate upon the consummation of the Transaction. As such, Shareholders are being asked to serve as a Trustee onapprove the Board if elected by Shareholders.New Investment Advisory Agreement with Funds Management and the New Sub-Advisory Agreements with Wells Capital and WFAM(I) Ltd to replace the existing agreements that will terminate upon the consummation of the Transaction. The nominee Trustees for Class II areTransaction is expected to serveclose in the full term until the 2024 annual meeting.second half of 2021, subject to customary closing conditions.

The Board also approved interim investment advisory and sub-advisory agreements (the “Interim Agreements”) to permit continuity of management upon the consummation of the Fund proposesTransaction while the following nominee Trusteessolicitation of Shareholder approval of the New Agreements continue. The terms of the Interim Agreements are identical to those of the Current Investment Advisory Agreement and the Current Sub-Advisory Agreements (each as defined below) except for election ata change to the Meeting:

You cannot vote by proxyterm and the addition of escrow provisions. Each Interim Agreements will continue in effect for anyone other than the three nominee Trustees currently proposed to servea term ending on the Board.

Trustee and Nominee Trustee Information

The following table contains specific information about each Trustee and nominee Trustee, asearlier of October 31, 2020, including: name and year of birth, principal occupation(s) during150 days from the past five years or longer, position held with the Fund, 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 by such Trustee and nominee Trustee. The address for each Trustee and nominee Trustee is c/o Wells Fargo Multi-Sector Income Fund, 525 Market Street, 12th Floor, San Francisco, California 94105. The Board has established a standing Nominating and Governance Committee, a standing Audit Committee and a standing Valuation Committee, each of which is made upclosing of the Trustees listedTransaction (the “150-day period”) or when Shareholders of your Fund approve the corresponding New Agreement and the New Sub-Advisory Agreements. Under each Interim Agreements, all investment advisory or sub-advisory fees, as applicable, will be held in an escrow account until Shareholders approve the table below.corresponding New Agreement and New Sub-Advisory Agreements. If Shareholders do not approve the New Investment Advisory Agreement and the New Sub-Advisory Agreements by the close of the Transaction on which date the Current Investment Advisory Agreement and the Current Sub-Advisory Agreement terminate, the Interim Agreements may be relied upon to replace the Current Investment Advisory Agreement and the Current Sub-Advisory Agreements.

Proposal 1: Approval of New Investment Advisory Agreement

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

Duties of Investment Adviser. As with the Current Investment Advisory Agreement, under the New Investment Advisory Agreement, subject to the supervision of the Board, Funds Management manages the investment and reinvestment of the Fund’s assets in conformity with its investment objective and restrictions, selects broker-dealers for the Fund’s portfolio trades, maintains books and records as required by applicable law, participates in class actions, votes proxies on behalf of the Fund, and makes regular reports to the Board regarding the Fund’s performance and other matters. The key differences between the Current Investment Advisory Agreement and the New Investment Advisory Agreement with respect to duties are that the New Investment Advisory Agreement:

Fees. For providing these services under the New Investment Advisory Agreement, Funds Management would be entitled to receive an investment advisory fee based on the Fund’s average daily total assets (defined as net assets of the Fund plus

between the Current Wells Capital Sub-Advisory Agreement and the New Wells Capital Sub-Advisory Agreement other than applicable conforming changes to the New Wells Capital Sub-Advisory Agreement to match those described in the previous sub-section as key differences between the Current Investment Advisory Agreement and the New Investment Advisory Agreement.

Duties of Sub-Adviser. As with the Current Wells Capital Sub-Advisory Agreement, under the New Wells Capital 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 Fund 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 the Fund since the prior report, as well as important developments affecting the Fund or Wells Capital and any other such information as Wells Capital believes appropriate. In addition, the New Wells Capital Sub-Advisory Agreement requires that Wells Capital furnish the Board and Funds Management with statistical and analytical information regarding securities held by the 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 Wells Capital Sub-Advisory Agreement.

As with the Current Wells Capital Sub-Advisory Agreement, under the New Wells Capital 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 the Fund but would provide assistance as reasonably requested by Funds Management.

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

Fees. For providing these services under the New Wells Capital Sub-Advisory Agreement, Wells Capital would be entitled to receive a sub-advisory fee based on the

The following table contains specific information aboutFund’s average daily total assets (defined as net assets of the dollar rangeFund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets), computed as of equity securities beneficially ownedthe close of business on each business day by each Trusteeapplying the annual rate indicated on Exhibit F. This sub-advisory fee rate is identical to the sub-advisory fee rate set forth in the Current Wells Capital Sub-Advisory Agreement. As such, the sub-advisory fee to be paid by Funds Management to Wells Capital under the New Wells Capital Sub-Advisory Agreement is the same as the sub-advisory fee paid by Funds Management to Wells Capital under the Current Wells Capital Sub-Advisory Agreement. This sub-advisory fee is paid by Funds Management, not the Fund.

Standard of Care. As with the Current Wells Capital Sub-Advisory Agreement, the New Wells Capital Sub-Advisory Agreement states that Wells Capital will give the Fund the benefit of Wells Capital’s best judgment and nominee Trusteeefforts in rendering its services to the Fund, and the aggregate dollar range of equity securitiesprovides that Wells Capital will not liable for any mistake in other fundsjudgement 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 Fund Complex overseen by the Trustees.

The Board of Trustees and Its Leadership Structure

Overall responsibility for oversightor to any shareholders of the Fund restsfor 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 Wells Capital Sub-Advisory Agreement has been 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 Board. The Board has engagedCurrent Wells Capital Sub-Advisory Agreement, the New Wells Capital Sub-Advisory Agreement may be terminated, without payment of any penalty, by Funds Management, to manageby Wells Capital, by the Fund onBoard, or by a day-to-day basis. The Board is responsible for overseeing Funds Management and other service providers inmajority vote of the operationoutstanding Shares of the Fund in accordanceupon 60 days prior written notice. As with the provisionsCurrent Wells Capital Sub-Advisory Agreement, the New Wells Capital Sub-Advisory Agreement will terminate automatically in the event of the Investment Company Act of 1940 (the “1940 Act”), applicable provisions of Delaware law, other applicable laws and the Declaration.

The Boardits “assignment” as such term is currently composed of nine members, each of whom is not an “interested person” of the Fund, as defined in the 1940 Act (an “Independent Trustee”)Act.

Other Information. Please refer to Exhibit H for the date on which the Fund’s Current Wells Capital Sub-Advisory Agreement was last approved by Shareholders. The Board currently conducts regular in-person meetings five timesdate on which its continuance was last approved by the Trustees was May 19, 2021.

Please refer to Exhibit I for a year. In addition,list of Wells Capital’s current principal executive officers and directors.

Proposal 3: Approval of New WFAM(I) Ltd. Sub-Advisory Agreement

At their meeting on May 17-19th, 2021, 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.

approved the New WFAM(I) Ltd Sub-Advisory Agreement. 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 inNew WFAM(I) Ltd Sub-Advisory Agreement will become effective upon the role of Chairman. The Chairman’s role is to preside at all meetingsclosing 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.Transaction, contingent upon Shareholder approval. The Chairman may also perform such other functions as may be delegated by the Board from time to time. Timothy Penny serves as Chairmankey terms of the Board. In orderNew WFAM(I) Ltd Sub-Advisory Agreement are described generally below, and a Form of New WFAM(I) Ltd Sub-Advisory Agreement is included in Exhibit G. The New WFAM(I) Ltd Sub-Advisory Agreement is substantially similar to assist the Chairmansub-advisory agreement with WFAM(I) Ltd that is currently in maintaining effective communications witheffect (the “Current

the other TrusteesWFAM(I) Ltd Sub-Advisory Agreement” and Funds Management, the Board has appointed a Chair Liaison to worktogether with the ChairmanCurrent Wells Capital Sub-Advisory Agreement, the “Current Sub-Advisory Agreements”), and there are no key differences between the Current WFAM(I) Ltd Sub-Advisory Agreement and the New WFAM(I) Ltd Sub-Advisory Agreement other than applicable conforming changes to coordinate Trustee communicationsthe New WFAM(I) Ltd Sub-Advisory Agreement to match those described in the previous sub-section as key differences between the Current Investment Advisory Agreement and to help coordinate timely responses to Trustee inquiries relating to board governance and fiduciary matters. The Chair Liaison serves for a one-year term, which may be extendedthe New Investment Advisory Agreement.

Duties of Sub-Adviser. As with the approval ofCurrent WFAM(I) Ltd Sub-Advisory Agreement, under the Board. Ms. Freeman serves as Chair Liaison. Except for any duties specified herein or pursuantNew WFAM(I) Ltd Sub-Advisory Agreement, subject to the Declaration, the designation of Chairman or Chair Liaison does not impose on such Independent Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a memberdirection and control of the Board, generally.

The Board also has established a NominatingWFAM(I) Ltd shall manage the investment and Governance Committee, an Audit Committee and a Valuation Committee to assist the Board in the oversight and directionreinvestment of the business and affairsassets of the Fund and shall provide management and other services in such manner and to such extent as may be directed from time to time may establish informal working groupsby Funds Management, including maintaining books and records relating to reviewportfolio transactions and addressallocations of brokerage orders as required by the policies1940 Act, and practicesreporting to the Board at each of its regular meetings all material changes in the Fund since the prior report, as well as important developments affecting the Fund or WFAM(I) Ltd and any other such information as WFAM(I) Ltd believes appropriate. In addition, the New WFAM(I) Ltd Sub-Advisory Agreement requires that WFAM(I) Ltd furnish the Board and Funds Management with statistical and analytical information regarding securities held by the Fund, on WFAM(I) Ltd’s own initiative or upon reasonable request by the Board or Funds Management, which is the same information that WFAM(I) Ltd is required to furnish under the Current WFAM(I) Ltd Sub-Advisory Agreement.

As with the Current WFAM(I) Ltd Sub-Advisory Agreement, under the New WFAM(I) Ltd Sub-Advisory Agreement WFAM(I) Ltd would not be responsible for voting proxies or for participating in class actions or other legal proceedings on behalf of the Fund but would provide assistance as reasonably requested by Funds Management. The key differences between the Current WFAM(I) Ltd Sub-Advisory Agreement and the New WFAM(I) Ltd Sub-Advisory Agreement with respect to certain specified matters. Additionally, the Board has established an investment team to review in detail the performance of the Fund, to meet with portfolio managers, and to report back to the full Board. The Board occasionally engages independent consultants to assist it in evaluating initiatives or proposals. The Board believesduties are 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 Fund.New WFAM(I) Ltd Sub-Advisory Agreement:

As noted above, the Board has established a standing Nominating and Governance Committee, a standing Audit Committee and a standing Valuation Committee to assist the Board in the oversight and direction of the business and affairs of the Fund. The Nominating and 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. Each Independent Trustee is a member of the Fund’s Nominating and Governance Committee, Audit Committee and Valuation Committee.

Nominating and 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 and By-Laws of the Fund, the Nominating and Governance Committee shall make all nominations for membership on the Board. The Nominating and Governance Committee shall evaluate each candidate’s qualifications for Board membership and his or her independence from the Fund’s investment adviser and sub-adviser and, as it deems appropriate, other principal service providers. Olivia Mitchell serves as the Chair of the Nominating and Governance Committee.

The Nominating and Governance Committee has adopted procedures by which a Shareholder may properly submit a nominee recommendation for the Nominating and Governance Committee’s consideration, which are set forth in Appendix A to the

Fees. For providing these services under the New Sub-Advisory Agreement, WFAM(I) Ltd would be entitled to receive a sub-advisory fee based on the Fund’s Nominatingaverage daily net asset value, calculated and Governance Committee Charter. The Shareholder must submit anypaid monthly by applying the annual rate indicated on Exhibit G. This sub-advisory fee rate is identical to the sub-advisory fee rate set forth in the Current WFAM(I) Ltd Sub-Advisory Agreement. As such, recommendation (a “Shareholder Recommendation”)the sub-advisory fee to be paid by Funds Management to WFAM(I) Ltd under the New WFAM(I) Ltd Sub-Advisory Agreement is the same as the sub-advisory fee paid by Funds Management to WFAM(I) Ltd under the Current WFAM(I) Ltd Sub-Advisory Agreement. This sub-advisory fee is paid by Funds Management, not the Fund.

Standard of Care. As with the Current WFAM(I) Ltd Sub-Advisory Agreement, the New WFAM(I) Ltd Sub-Advisory Agreement states that WFAM(I) Ltd will give the Fund the benefit of WFAM(I) Ltd’s best judgment and efforts in writingrendering its services to the Fund, and provides that WFAM(I) Ltd 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 attentionFund or to any shareholders of the Fund’s Secretary, atFund for any act or omission in the addresscourse 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 principal executive officeNew WFAM(I) Ltd Sub-Advisory Agreement has been 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 Fund. The Nominating and Governance Committee has full discretion to reject candidates recommendedTrustees, including a separate vote of a majority of the independent Trustees. As with the Current WFAM(I) Ltd Sub-Advisory Agreement, the New WFAM(I) Ltd Sub-Advisory Agreement may be terminated, without payment of any penalty, by Shareholders, and there is no assurance that any such person properly recommended and consideredFunds Management, by WFAM(I) Ltd, by the Nominating and Governance CommitteeBoard, or by a majority vote of the outstanding Shares of the Fund upon 60 days prior written notice. As with the Current WFAM(I) Ltd Sub-Advisory Agreement, the New WFAM(I) Ltd Sub-Advisory Agreement will be nominated for election toterminate automatically in the Board. For more information relating to Shareholder recommendations, please see the Fund’s Nominating and Governance Committee Charter attached as Exhibit A.

The Nominating and Governance Committee may from time-to-time propose nominationsevent of one or more individuals to serve as members of an “advisory board,”its “assignment” as such term is defined in Section 2(a)(1)the 1940 Act.

Other Information. Please refer to Exhibit H for the date on which the 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 J for a list of WFAM(I) Ltd’s current principal executive officers and directors.

BOARD CONSIDERATIONS

Overview of the 1940 Act.Board Evaluation Process

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 of Funds Management (“Management Valuation Team”). 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 forAt a meeting ofheld on May 17-19, 2021 (the “Board Meeting”), the committee.

Audit Committee. The Audit Committee overseesBoard approved the Fund’s accounting and financial reporting policies, including their internal controls over financial reporting; oversees the quality and objectivitycontinuation of the Fund’s financial statementsCurrent Investment Advisory Agreement and the independent audit thereof; and interacts withCurrent Sub-Advisory Agreements (collectively, the Fund’s independent registered public accounting firm“Current Agreements”). Each Trustee on behalfthe Board is not an “interested person” (as defined in the 1940 Act) of the fullFund (collectively, the “Independent Trustees”). The factors considered and conclusions reached by the Board in reviewing and with appropriate officersapproving the continuation of the Fund. Isaiah Harris, Jr. serves as the Chairman of the Audit Committee.

The Board and individual committees met the following number of times during the most recently completed fiscal year:

Each Trustee attended at least 75% of the aggregate of the total number of meetings of the Board and committees on which he or she served.Fund’s

Current Agreements will be described in the Fund’s next shareholder report. Shareholders are not being asked to approve the Current Agreements at the upcoming Meeting.The process followed by the Board in considering and approving the continuation of Trustees and Risk Oversightthe Current Agreements is referred to herein as the “2021 Annual Approval Process.”

The Fund is subject toAs noted above, the closing will result in a numberchange of risks, including investment, compliance, operational, and valuation risks, among others. Day-to-day risk management functions are subsumed within the responsibilitiescontrol of Funds Management the sub-advisers and other service providers (depending on the natureWells Capital and WFAM(I) Ltd., which will be considered to be an “assignment” of the risk), who carry outFund’s Current Agreements under the 1940 Act that will result in the automatic termination of the Fund’s investment management and business affairs. Each of Funds Management, the sub-advisers and other service providers have their own, independent approach to risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.

Risk oversight forms partCurrent Agreements. In light of the Board’s general oversightexpected termination of the 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 the Fund, and Funds Management; (ii) the New Wells Capital Sub-Advisory Agreement among the Trust, Funds Management and Wells Capital; and (iii) the New WFAM(I) Ltd Sub-Advisory Agreement among the Trust, Funds Management and WFAM(I) Ltd (together with Wells Capital, the “Sub-Advisers”), each of which is addressedintended to go into effect upon the closing. Shareholders are being asked to approve the New Agreements at the upcoming Meeting. The process followed by the Board in reviewing and approving the New Agreements is referred to herein as partthe “New Agreement Approval Process.”

At a series of variousmeetings held in April and May 2021 (collectively, “April and May 2021 Meetings”) and at the Board Meeting, the Trustees conferred extensively among themselves and Committee activities.with senior representatives of Funds Management, GTCR and Reverence Capital about the New Agreements and related matters. The Board recognizesreviewed and discussed information furnished by Funds Management, GTCR and Reverence Capital that it is not possiblethe Board considered reasonably necessary to identify allevaluate the terms of the risks that may affectNew Agreements and the Fund orservices to develop processesbe provided. At these meetings, senior representatives from Funds Management, GTCR and controlsReverence Capital made presentations to, eliminate or mitigate their occurrence or effects and that it is necessaryresponded 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 FundIndependent Trustees. In considering and approving the New Agreements, the Trustees considered the information they believed relevant, including but not limited to bear certain risks (suchthe information discussed herein. The Board considered not only the specific information presented in connection with the April and May 2021 Meetings as investment-related risks) to pursue its goals. As partwell as the Board Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Advisers about various topics. In this regard, the Board reviews reports of Funds Management at each of its regular oversightBoard 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 Fund,New Agreements by independent legal counsel, from whom the Board, directly or through a Committee, interactsIndependent Trustees received separate legal advice and with and reviews reports from, among others, Funds Management, sub-advisers,whom the Chief Compliance Officer of the Fund, the Chief Risk Officer of Funds Management, the independent registered public accounting firm for the Fund, and internal compliance auditors for Funds Management or its affiliates, as appropriate, regarding risks faced by the Fund and relevant risk functions.Independent Trustees met separately. The Board with the assistance of its investment teams, also reviews investment policies and risks in connection with its review of the Fund’s performance. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Fund’s compliance program and regularly reports to the Board regarding compliance matters for the Fund and its principal service providers. Funds Management has appointed a Chief Risk Officer to enhance the framework around the assessment, management, measurement and monitoring of risk indicators and other risk matters concerning the Fund and develop periodic reporting of risk management matters to the Board. In addition, as part of the Board’s periodic review of the Fund’s advisory, sub-advisory and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board oversees a management valuation team comprised of officers and employees of Funds Management, has approved and periodically reviews written valuation policies and procedures applicable to valuing the Fund portfolio investments, and has established a valuation committee of Trustees. The Board may, atdid not identify any time and in its discretion, change the manner in which it conducts its risk oversight role.

Qualifications of Trustees and Nominee Trustees

The Declaration does not set forth any specific qualifications to serve as a Trustee. The Charter and the Statement of Governance Principles of the Nominating and Governance Committee also do not set forth any specific qualifications, but do set forth certain factors that the Nominating and Governance Committee may take intoparticular

account in consideringinformation or consideration that was all-important or controlling, and each individual Trustee candidates and a process for evaluating potential conflicts of interest, which identifies certain disqualifying conflicts.may have attributed different weights to various factors.

Among other information considered by the attributes or skills common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectivelyBoard in connection with the other Trustees, Funds Management,Transaction was:

With respect to the Fund’s sub-adviser(s), other service providers, counsel andNew Agreements, the independent registered public accounting firm, and to exercise effective and independent business judgment inBoard considered: (i) a representation that, after 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 memberclosing, all of the Fund will continue to be managed and advised by their current Advisers, and that the other fundssame portfolio managers of the Sub-Advisers are expected to continue to manage the Fund 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 Fund Complex (and/or in other capacities, including for any predecessor funds), other registered investment companies, public companies, and/or non-profit entities or other organizations. Each Trustee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences. The specific experience, qualifications, attributes and/or skillsSection titled Information about the Proposals; (iii) information confirming that ledthe fee rates payable under the New Agreements will not increase as a result of the Transaction as compared to the conclusionrates under the Current Agreements; and (iv) assurances that a Trustee should servethe 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 Fund by the Advisers as a Trusteeresult of the Fund are as set forth below.Transaction.

William R. Ebsworth. Mr. Ebsworth has served as a TrusteeIn addition to considering information furnished specifically to evaluate the impact of the Trusts inTransaction on the Fund Complex since January 1, 2015. He also served as a trustee of Asset Allocation Trust from 2015 to 2018. From 1984 to 2013, he held positions as an equities analyst, portfolio manager, and research director at Fidelity Management and Research Companytheir respective shareholders in Boston, Tokyo, and Hong Kong, and retired in 2013 as Chief Investment Officer of Fidelity Strategic Advisers, Inc., where he led a team of investment professionals managing client assets. Prior thereto, he served as a Board member of Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp.,connection with the Thailand International Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire Fidelity Investments Life Insurance Company. Mr. Ebsworth is a CFA® charterholder.

Jane A. Freeman. Ms. Freeman has served as a Trustee of the Trusts in the Fund Complex since January 1, 2015, and as Chair Liaison since 2018. She also served as a trustee of Asset Allocation Trust from 2015 to 2018. From 2012 to 2014 and 1999 to 2008, Ms. Freeman served as the Chief Financial Officer of Scientific Learning Corporation. From 2008 to 2012, Ms. Freeman provided consulting services related to strategic business projects. Prior to joining Scientific Learning, Ms. Freeman was employed as a portfolio manager at Rockefeller & Co. and Scudder, Stevens & Clark. She served as a board member of the Harding Loevner Funds from 1996 to 2014, serving as both Lead Independent Director and chair of the Audit Committee. She also served as a board member of the Russell Exchange Traded Funds Trust from 2011 to 2012 and as chair of the Audit Committee. Ms. Freeman is also an inactive Chartered Financial Analyst.

Isaiah Harris, Jr. Mr. Harris has served as a Trustee of the Trusts in the Fund Complex since 2009 and as Chair of the Audit Committee since 2019 and was an Advisory Board Member from 2008 to 2009. He also served as a trustee of Asset Allocation Trust from 2010 to 2018. He has been the Chairman of the Board of CIGNA Corporation

since 2009,New Agreement Approval Process, the Board considered information furnished at prior meetings of the Board 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 boardits committees, including governance, auditdetailed 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 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 asindividual Fund performance, fees and expenses, including: (i) a Trusteereport from an independent data provider comparing the investment performance of the Trusts inFund to the investment performance of comparable funds and benchmark indices, over various time periods; (ii) a report from an independent data provider comparing the 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 the Fund Complex since 2008in managing other accounts (which may include other mutual funds, collective investment funds and as Chairinstitutional accounts), if any, that employ investment strategies and techniques similar to those used in managing such Fund(s); and (iv) profitability analyses of the Audit Committee from 2009 to 2019. She also served as a trustee and chair of the audit committee of Asset Allocation Trust from 2010 to 2018. 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,Funds Management, as well as the profitability of both WFAM and Wells Fargo from providing services to the fund family as a certified public accountantwhole.

After its deliberations, the Board unanimously determined that the compensation payable to Funds Management and the Sub-Advisers under the New Agreements is reasonable, approved the New Agreements for a certified managerial accountant. Ms. Johnson has been determinedtwo-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 be an audit committee financial expert as such term is definedthe Fund by Funds Management and the under the Advisory Agreements. This information included, among other things, a summary of the background and experience of senior management of WFAM, of which Funds Management and the Sub-Advisers are a part, and a summary of investments made in the applicable rulesbusiness of WFAM. The Board also received a description of Funds Management’s and the Sub-Adviser’s business continuity plans, including a summary of the SEC.performance of such plans and any changes thereto during the COVID-19 pandemic, and of their approaches to data privacy and cybersecurity.

David F. Larcker. Mr. Larcker has servedThe Board considered the additional services provided to the Fund due to the fact that the Fund is a closed-end fund, including, but not limited to, leverage management and monitoring, evaluating, and, where appropriate, making recommendations with respect to the Fund’s trading discount, share repurchase program, managed distribution program, and distribution rates, as a Trusteewell as shareholder relations activities

In connection with the 2021 Annual Approval Process, the Board also considered the qualifications, background, tenure and responsibilities of each of the Trusts in the Fund Complex since 2009 and was an Advisory Board member from 2008 to 2009. He also served as a trustee of Asset Allocation Trust from 2010 to 2018. Mr. Larcker is the James Irvin Miller Professor of Accounting at the Graduate School of Business (Emeritus) of Stanford University. He is also the Morgan Stanley Director of the Center for Leadership Development and Research and Co-director of The Rock Center for Corporate Governance at Stanford University. He has been a professor of accounting for over 30 years. He has written numerous articles on a range of topics, including managerial accounting, financial statement analysis and corporate governance.

Olivia S. Mitchell. Ms. Mitchell has served as a Trustee of the Trusts in the Fund Complex since 2006 and as Chair of the Nominating and Governance Committee since 2018. She also served as a trustee of Asset Allocation Trust from 2010 to 2018. Ms. Mitchell is the International Foundation of Employee Benefit Plans Professor at the Wharton School of the University of Pennsylvania, where she is also Professor of Insurance/Risk Management and Business Economics/Policy. She also serves in senior positions with academic and policy organizations that conduct research on pensions, retirement, insurance, risk management, and related topics, including as Executive Director of the Pension Research Council and Director of the Boettner Center on Pensions and Retirement Research, both at the University of Pennsylvania. She has taught on and served as a consultant on economics, insurance, and risk management, served as Department Chair, advised numerous governmental entities, and written numerous articles and books on topics including retirement systems, private and social insurance, and health and retirement policy.

Timothy J. Penny. Mr. Penny has served as a Trustee of the Trusts in the Fund Complex and their predecessor funds since 1996, and Chair of the Board of Trustees since 2018. He also served as a trustee of Asset Allocation Trust from 2010 to 2018. He has been President and Chief Executive Officer of Southern Minnesota Initiative Foundation since 2007. He also serves as a member of the board of another non-profitportfolio

organization. Mr. Penny was a membermanagers primarily responsible for the day-to-day portfolio management of the U.S. HouseFund. The Board evaluated the ability of RepresentativesFunds Management and the Sub-Advisers 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 each Sub-Adviser. In addition, the Board took into account the full range of services provided to the Fund 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 Funds Management that the Fund will continue to be advised by its current Sub-Advisers after the closing, and that the same individual portfolio managers are expected to continue to manage the Fund 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 12 years representing Southeastern Minnesota’s First Congressional District.employees of joining NewCo. The Board recognized that the personnel who had been extended offers may not accept such offers and personnel changes may occur in the future in the ordinary course.

James G. Polisson. Mr. Polisson has servedIn addition, the Board considered information regarding the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Fund, including the provision of administrative services, and the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which the Advisers may be subject in managing the Fund and in connection with the Transaction. The Board also considered the transition and integration plans as a Trusteeresult of the Trustschange in ownership of the Advisers from Wells Fargo to NewCo. The Board 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 Advisers, GTCR and Reverence Capital that the Transaction is not expected to cause any diminution in the nature, extent and quality of services provided by the Advisers to the Fund Complex since 2018 and its shareholders.

Fund Investment Performance and Expenses

In connection with the 2021 Annual Approval Process, the Board considered the investment performance results for the 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 the Fund (the “Universe”), and in comparison to the Fund’s benchmark index and to other comparative data. Broadridge is an Advisoryindependent provider of investment company data. The Board member in 2017. Mr. Polisson has extensive experiencereceived a description of the methodology used by Broadridge to select the mutual funds 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 to 2012. He was also a member ofperformance Universe. Where applicable, the Board of Trustees of Russell Exchange Traded Funds Trust, where he served as Chairman, President and Chief Executive Officer from 2011 to 2012. Mr. Polisson also served as Chief Marketing Officer for Barclays Global Investors from 2000 to 2010, where he led global marketing for the iShares ETF business.

Pamela Wheelock. Ms. Wheelock has served as a Trustee of the Trusts in the Fund Complex since January 2020. She previously served as a Trustee of the Trusts in the Fund Complex from January 2018 until July 2019 and was an Advisory Board member in 2017. Ms. Wheelock has been a Board member of the Destination Medical Center Economic Development Agency in Rochester, Minnesota since 2019. She was Interim President of the McKnight Foundation from January to September 2020. She served as the acting Commissioner of the Minnesota Department of Human Services from July 2019 through September 2019 and as the Human Services Manager (part-time) of the Minnesota Department of Human Services from October 2019 through December 2019. Ms. Wheelock has more than 25 years of leadership experience in the private, public and nonprofit sectors. Ms. Wheelock was the Chief Operating Officer of Twin Cities Habitat for Humanity from 2017 through 2019. Prior to joining Habitat for Humanity in 2017, Ms. Wheelock was on the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation) and the Vice President of University Services at the University of Minnesota from 2012 through 2016, 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.

Consideration of Diversity by the Nominating and Governance Committee

The Nominating and Governance Committee takes the overall diversity of the Board into account when considering and evaluating nominees for Trustee. While the Nominating and Governance Committee has not adopted a specific policy on diversity or a particular definition of diversity, when considering nominees, the Nominating and Governance Committee generally considers the manner in whichreceived information concerning,

each nominee’s professional experience, background, skills in matters that are relevantand discussed factors contributing to, underperformance of Funds relative to the oversightUniverse and benchmark for any underperformance periods.

In connection with the 2021 Annual Approval Process, the Board also received and considered information regarding the Fund’s net operating expense ratio and its various components, including actual management fees, custodian and other non-management fees. The Board considered this ratio in comparison to the median ratio of funds in an expense group that was determined by Broadridge to be similar to the Fund (the “Group”). The Board received a description of the methodology used by Broadridge to select the mutual funds (e.g.,in the expense Group 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 the Fund’s investment management, distribution, accounting, trading, complianceperformance and legal),expense information among the factors considered in deciding to approve the New Agreements.

Investment Advisory and general leadership experience are complementarySub-Advisory Fee Rates

In connection with the 2021 Annual Approval Process, the Board reviewed and considered the contractual fee rate payable by the Fund to Funds Management under the Current Investment Advisory Agreement, both on a stand-alone basis and on a combined basis with the Fund’s contractual administration fee rate (the “Management Rate”).The Board also reviewed and considered the contractual investment sub-advisory fee rate that is payable by Funds Management to the existing Trustees’ attributes.Sub-Advisers under the Current Sub-Advisory Agreements for investment sub-advisory services (the “Sub-Advisory Fee Rate”).

Nominating and Governance Committee

The members of the Nominating and Governance Committee are “independent” as defined in the NYSE American Exchange‘s listing standards. The Board has adopted a written Nominating and Governance Committee Charter which is attached to this proxy statement as Exhibit A. The Nominating and Governance Committee Charter describes the Nominating and Governance Committee functions. The Nominating and Governance Committee reviews the Nominating and Governance Committee Charter at least annually and may recommend changes to the Board.

The Board has approved a policy pursuant to whichAmong other information reviewed by the Board may consider nominees for election as Trustees, which is described further in connection with the Nominating and Governance Committee Charter. The policy states the minimum nominee qualifications, the process for identifying and evaluating trustee nominees and the process for considering nominees recommended by Shareholders.

Communications with Board Members

The Board has approved2021 Annual Approval Process, was a policy for communications with Board members. Any Shareholder who wishes to send a communication to the Board should send the communication to the Wells Fargo Multi-Sector Income Fund Board of Trustees, 525 Market Street, 12th Floor, San Francisco, California 94105. If a Shareholder wishes to send a communication directly to an individual Trustee or to a committeecomparison of the Fund’s Management Rate with those of other funds in the expense Group at a common asset level.

In connection with the 2021 Annual Approval Process, the Board also received and considered information about the communication should be specifically addressedportion of the total advisory fee that was retained by Funds Management after payment of the Sub-Advisory Fee Rate. In assessing the reasonableness of this 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 such individual Trustee or committeeassumed by each Sub-Adviser, and sentabout Funds Management’s on-going oversight services. Given the affiliation between Funds Management and each Sub-Adviser, the Board ascribed limited relevance to the above address.allocation of fees between them.

Trustee Attendance Policy atIn connection with the 2021 Annual Shareholder Meetings

Approval Process, the Board also received and considered information about the nature and extent of services offered and fee rates charged by Funds that are listed onManagement and the NYSE American Exchange are required each yearSub-Advisers to hold an Annual Meetingother types of Shareholders. It is the policyclients, if any, with investment strategies similar to those of the Fund to encourage at least one Trustee to attend each such Annual Meeting of Shareholders either in person, by video conference, or by teleconference. Ms. Jane A. Freeman and Mr. Timothy J. Penny attendedFund. In this regard, the previous year’s Annual Meeting of Shareholders telephonically.

Current Officers

The following table contains specificBoard received information about each executive officerthe significantly greater scope of the Fund as of October 31, 2020, including: name, addressservices, and year of birth, position held with the Fund, 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.

Remunerationcompliance, reporting and other legal burdens and risks of Officersmanaging proprietary mutual funds compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients and Trusteesnon-mutual fund clients such as institutional separate accounts.

Fees, salaries or other remuneration of officersIn 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 Fund whoManagement Rate or the Sub-Advisory Fee Rate as a result of the Transaction. The Board also serve as officers or employeesconsidered 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 each Sub-Adviser under the New Sub-Advisory Agreements was reasonable.

Profitability

In connection with the 2021 Annual Approval Process, the Board received and considered information concerning the profitability of Funds Management, or anyas well as the profitability of its affiliated companies are borne by both WFAM and Wells Fargo from providing services to the fund family as a whole. The Board noted that each Sub-Adviser’s profitability information with respect to providing services to the 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 Wells Fargo affiliate for whomfuture profitability of NewCo and the individual serves.Advisers from advisory activities under the New Agreements. The Fund’s principal executive officers didBoard considered that the fee rates payable under the New Agreements will not receive any compensation orincrease as a result of the Transaction as compared to the rates under the Current Agreements, and that the current contractual expense reimbursement fromlimitations applicable to the Fund forwill not increase. The Board noted that if the fiscal year ended October 31, 2020. The FundNew 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

reimburses all TrusteesIn connection with the 2021 Annual Approval Process, the Board received and considered information about the potential for expenses incurredFunds Management to experience economies of scale in the provision of management services to the Fund, 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 that the Fund is not engaged in a continuous offering that could help its assets grow, and that, as is typical of closed-end funds, there are no breakpoints in the Management Rate. Although the Fund would not share in any potential economies of scale through contractual breakpoints, the Board noted that Funds Management shares potential economies of scale from its management business in a variety of ways, including through fee waiver and expense reimbursement arrangements, services that benefit shareholders, competitive management fee rates set at the outset without regard to breakpoints, and investments in the business intended to enhance services available to shareholders.

Based upon the information furnished to the Board in connection with attending meetingsthe 2021 Annual Approval Process and the New Agreement Approval Process, the Board concluded that Funds Management’s arrangements with respect to the Fund constituted a reasonable approach to sharing potential economies of the Board. The Trustees do not receive any pension or retirement benefits from the Fund. For the fiscal year ended October 31, 2020, the Trustees earned the following compensation fromscale with the Fund and its shareholders.

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

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 each Sub-Adviser, as a result of their relationships with the Fund. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund Complex:

deemed relevant, including those described here, the Board did not find that any ancillary benefits expected to be accessed throughreceived by Funds Management and its affiliates, including NewCo and each Sub-Adviser, under the Wells FargoNew 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 websiteManagement and the Sub-Advisers 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 www.wfam.com.the Meeting.

Service ProvidersSECTION 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 informed the Board that neither it, nor GTCR or Reverence Capital, after reasonable inquiry, is aware of any express or implied term, condition, understanding or any arrangement that would impose an affiliate“unfair burden” on the Fund as a result of Wells Fargo, a diversified financial services company providing banking, insurance, investment, mortgage and consumer finance services,the Transaction. Representatives of Funds Management have committed that the Fund will not bear the burden of expenses relating to the Transaction, including the costs of this proxy solicitation.

SERVICE PROVIDERS

Investment Adviser. Funds Management currently serves as both the Fund’s adviser and administrator.investment adviser. 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.

WFAM(I) Ltd, After the close of the Transaction, Funds Management will be a wholly-owned subsidiary of Wells FargoNewCo, a holding company affiliated with private funds of GTCR and an affiliate of Funds Management, currently serves as a sub-adviserReverence Capital. Please refer to Exhibit K for the Fund. The principal business address ofinvestment advisory fees paid and waived during the Fund’s most recent fiscal year.

written disclosuresSub-Advisers. Wells Capital and WFAM(I) Ltd currently serve as the letterFund’s sub-advisers. Wells Capital and WFAM(I) Ltd are each an indirect, wholly owned subsidiary of Wells Fargo. The principal business address of Wells Capital is 525 Market Street, San Francisco, California 94105. The principal business address of WFAM(I) Ltd is 33 King William Street, London, EC4R 9AT. In connection with the Transaction, Wells Capital Management Incorporated is expected to convert from KPMG required bya California corporation to a Delaware limited liability company. After the Public Company Accounting Oversight Board regarding certain communications,close of the Transaction, Wells Capital and has discussedWFAM(I) Ltd will each be a wholly-owned subsidiary of NewCo, a holding company affiliated with KPMG its independence. Based on these reviewsprivate funds of GTCR and discussions,of Reverence Capital.

Brokerage Commissions to Affiliates. For the Audit Committee recommended to the Board that the audited financial statements be included in the annual report to Shareholders for the previouslatest fiscal year, for filing with the SEC.Fund did not pay any brokerage commissions to affiliates.

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

considered for inclusion in the Fund’s proxy statement and proxy card relating to that meeting pursuant to Rule 14a-8 under the Exchange Act. If a Shareholder wishes to present a proposal at the annual meeting of Shareholders to be held in 2022 without having the proposal included in the Fund’s proxy statement, including a proposal to nominate any persons for election to the Board, such proposal must be delivered to the Fund’s Secretary at the Fund’s principal executive office not earlier than the close of business on September 2, 2021 and not later than the close of business on October 2, 2021. Timely receipt or delivery of a proposal does not necessarily mean that such proposal will be included in the Fund’s proxy statement or presented at the meeting, given that such inclusion and presentation are subject to various conditions and requirements, including those specified by applicable law and by the Fund’s governing documents. The Chair of the meeting may refuse to acknowledge a nomination or other proposal by a Shareholder that is not made in the manner described above.

THE BOARD OF TRUSTEES OF THEWELLS FARGO MULTI-SECTOR INCOME FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FORIN FAVOR OF THE ELECTION OF EACH NOMINEE AS A TRUSTEE.NEW INVESTMENT ADVISORY AGREEMENT AND THE NEW SUB-ADVISORY AGREEMENT.

By Order of the Board of Trustees of the Fund,

Catherine F. Kennedy, Secretary

SecretaryJune 7, 2021

December 31, 2020

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for signing proxy 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 proxy card properly.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the Registration on the proxy 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 proxy card.

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

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

OTHER WAYS TO VOTE YOUR PROXY
(Certain of the options outlined below may not be available to all Shareholders. Please consult your proxy card for a list of the voting methods that are available to you).

VOTE BY TELEPHONE:

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

VOTE BY INTERNET:

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

The telephoneInternet and Internettelephone voting 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 voting 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 telephone companies and Internet service providers and telephone companies, that must be borne by the Shareholders.

EXHIBIT A

WELLS FARGO FUNDS TRUSTNumber of Shares Outstanding as of the Record Date

WELLS FARGO MASTER TRUST
WELLS FARGO VARIABLE TRUST
WELLS FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
WELLS FARGO INCOME OPPORTUNITIES FUND
WELLS FARGO MULTI-SECTOR INCOME FUND
WELLS FARGO UTILITIES AND HIGH INCOME FUND
(collectively, the “Trusts”)

CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEESEXHIBIT B

Nominating and Governance Committee Membership and ChairPrincipal Holders of Fund Shares

The Nominating and Governance CommitteeAs of eachMay 28, 2021, the Depository Trust (the “Committee”) shall be composed onlyCompany owned of Trustees who are not “interested persons”record approximately 99.93% of the Trusts,outstanding Shares. No other person is reflected on the books and records of the Fund as owning beneficially 5% or more of the outstanding Shares of any investment adviser or principal underwriterclass of the Trusts or any series thereof (aFund as of May 28, 2021. However, the entities listed below have made filings with the Securities and Exchange Commission (“SEC”) disclosing their ownership of beneficial interests in the outstanding shares of the Fund in the amounts set forth opposite their names below. The filings are available at the SEC’s Web site (www.sec.gov).

EXHIBIT C

Form Of New Investment Advisory Agreement

This INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ], 2021, between Wells Fargo Multi-Sector Income Fund (the “Fund”), as defined ina statutory trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105 and Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105.

WHEREAS, the Fund is registered under the Investment Company Act of 1940, (“Independent Trustees”as amended (the “1940 Act”), as a closed-end management investment company;

WHEREAS, the Adviser 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”); and

WHEREAS, the Fund desires that the Adviser provide investment advisory services to the Fund, and the Adviser is willing to provide those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, the Fund and the Adviser agree as follows:

Section 1. Appointment of the Adviser. The full Boards shall designateFund is engaged in the membersbusiness of investing and reinvesting its assets in securities of the Committee, after due considerationtype and in accordance with the limitations specified in its Declaration of nominations, ifTrust, as amended and supplemented from time to time, By-Laws (if any) and one or more of its Registration Statement(s) 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 Fund contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Committee, and shall designate the Chair.

Fund’s Board Nominationsof Trustees (the “Board”).

1. ExceptThe investment authority granted to the Adviser shall include the authority to exercise whatever powers the Fund may possess with respect to any trustee nomination madeof its assets held by an eligible shareholder or shareholder group as permitted by applicable law (and,the Fund, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Fund.

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

Section 2. Duties of the Adviser.

(a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Fund. Among other things, the Adviser shall make all decisions with respect to the allocation of the Fund’s investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which the Fund may invest. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the Fund, for the account of, at the risk of and in the name of the Fund, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities for the Fund, the Adviser is authorized to exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund 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 Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Fund since the prior report, and will also keep the Board informed of important developments affecting the Fund and the Adviser, and on its own initiative will furnish the Board from time to time with such information as the Adviser may believe appropriate, whether concerning the individual companies whose securities are held by the Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Fund as the Adviser may believe appropriate or as the Board reasonably may request.

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

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

The Adviser 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 Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Fund.

Section 3. Delivery of Documents to the Adviser. The Fund has furnished the Adviser 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(s) filed with the Commission under the 1940 Act and the Securities Act; and
(c) Written guidelines, policies and procedures adopted by the Fund.

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

Section 4. Delegation of Responsibilities. The Adviser may carry out any of its obligations under this Agreement by employing, subject to supervision by the Adviser, one or more sub-adviser(s) who are registered as investment advisers pursuant to the Investment Advisers Act of 1940 (“Sub-Advisers”). Each Sub-Adviser’s employment will be evidenced by a registered closed-end managementseparate 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 Adviser 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 Adviser shall be solely responsible for compensating any Sub-Adviser for services rendered under any Sub-Advisory Agreement. The Adviser 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 any Fund without obtaining the approval of the shareholders of the Fund.

Section 5. Control by Board. Any investment company (“Closed-End Fund”)advisory activities undertaken by the Adviser pursuant to this Agreement, as well as any other activities undertaken by the Adviser on behalf of the Fund, shall at all times be subject to the direction and control of the Board.

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

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

(b) the Registration Statement(s) of the Fund, as it or they may be amended from time to time (including any information transmitted to shareholders pursuant to Rule 8b-16 under the 1940 Act), filed with the Commission under the Securities Act and the 1940 Act;

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

(d) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Fund, 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 Adviser shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Fund are invested in accordance with the By-LawsFund’s policies on proxy voting.

Section 8. Broker-Dealer Relationships. In connection with the purchase and sale of securities for the Fund, the Adviser is responsible for broker-dealer selection and negotiation of brokerage commission rates. The Adviser’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 the Fund, the Adviser 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 Board. 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 Board may from time to time determine, the 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 the Fund to pay a broker or dealer that provides brokerage and research services to the 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 Adviser 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 Adviser with respect to the Fund and to other clients of the Adviser. The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund 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 Adviser shall determine and the Adviser 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 Fund and the offering of its securities shall be borne by the Fund unless specifically provided otherwise in this Agreement or otherwise agreed by the Adviser and the Fund. The expenses borne by the Fund include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and registrar costs, all stock exchange listing expenses, expense of issue, sale, and repurchase of securities,

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 Fund in connection with membership in investment company organizations and the cost of making prospectuses and statements of additional information available to the Fund’s shareholders.

The Adviser 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 Adviser shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Fund: (a) to prepare press releases or to amend the Fund’s registration statement or supplement the Fund’s prospectus, and circulate the same, to reflect a change in the personnel of the Adviser responsible for making investment decisions in relation to the 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 Adviser, if required pursuant to the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such Closed-Endchange; or (c) to meet other legal or regulatory obligations caused by actions of the Adviser.

Section 10. Compensation. As compensation for the advisory services provided under this Agreement, the Fund shall pay the Adviser fees at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time.

Section 11. Standard of Care. The Fund will expect of the Adviser, and the Adviser will give the Fund the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Fund, and the 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 Adviser or any of its officers, directors, employees or agents, the Adviser shall not be subject to liability to the Fund 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 Adviser to the Fund are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory 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 Adviser may serve as officers and directors of the Fund, and that officers or directors of the Fund may serve as officers or directors of the Adviser, to the extent that such services may be permitted by law, and that the officers and directors of the 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.

The Adviser may include the Fund in its representative client list.

Section 13. Records. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Fund pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Fund, including the Commission and the Internal Revenue Service. The Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders, including with respect to orders the Adviser places for the purchase and sale of portfolio securities of the Fund, as are required to be maintained by the Fund under the 1940 Act as well as such records as the Fund’s 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 Fund and in compliance with the provisions of Rule 31a-1 or any successor rule. The books and records pertaining to the Fund which are in possession of the Adviser shall be the property of the Fund. The Fund, or the Fund’s authorized representative, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided promptly by the Adviser to the Fund or the Fund’s authorized representatives.

Section 14. Term and Approval. This Agreement shall become effective with respect to the Fund for an initial two-year term after being approved in accordance with the requirements of the 1940 Act, and executed by the Adviser and the Fund, 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 Fund’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 Fund), by votes cast in person at a meeting specifically called for such purpose.

Section 15. Termination. As required under the Committee1940 Act, this Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of the Board or by vote of a majority of the Fund’s outstanding voting securities, or by the Adviser, 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 makeautomatically 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 Fund or the Adviser 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 Adviser. The Fund shall not be responsible for, and the Adviser shall indemnify and hold the Fund or any Fund harmless from and against, any and all nominations for membershiplosses, 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 Boardpart of Trusteesthe Adviser or any of each Trust. The Committee shall evaluate each candidate’s qualifications for Board membershipits officers, directors, employees or agents.

Section 17. Indemnification by the Fund. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of duties hereunder on the part of the Adviser or any of its officers, directors, employees or agents, the Fund hereby agrees to indemnify and hishold harmless the Adviser against all claims, actions, suits or her independenceproceedings 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 Funds’ investment adviser(s) and principal underwriter(s) and, as it deems appropriate, other principal service providers. Any person nominated to serve as an Independent Trustee must not be, on the effective dateadvertising, solicitation, sale, purchase or pledge of his or her appointment or election, an “interested person”securities, whether of the Trusts,Fund or other securities, undertaken by the Fund, its officers, directors, employees or affiliates, resulting from any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any investment adviserstate, by the Fund, its officers, directors, employees or principal underwriteraffiliates.

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 Adviser:

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

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.

Section 23. Miscellaneous.

(a) If any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of 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.

(b) This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

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 MULTI-SECTOR INCOME FUND

By:
Name:
Title:

WELLS FARGO FUNDS MANAGEMENT, LLC

By:
Name:
Title:

SCHEDULE A
WELLS FARGO FUNDS MANAGEMENT, LLC
INVESTMENT ADVISORY AGREEMENT

As compensation for the Adviser’s services to the Fund during the period of this Agreement, the Fund will pay to the Adviser a fee at the annual rate of 0.55% of its average daily total assets (defined as net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets).
The Adviser’s fee is computed as of the close of business on each business day.

Approved as of [ ], 2021

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

WELLS FARGO MULTI-SECTOR INCOME FUND

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 definedof the date of this proxy statement are set forth below. The business address of each such officer and/or 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 Wells Capital Sub-Advisory Agreement

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

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

WHEREAS, the Fund is engaged in business as an closed-end investment company and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for the Fund under the terms of an investment advisory agreement, dated [__], 2021, between the Adviser and with respectthe Fund (the “Advisory Agreement”); and

WHEREAS, the Adviser, acting pursuant to each Closed-End Fund, such person must also satisfy, on such date, applicable independence requirementsthe Advisory Agreement, wishes to retain the Sub-Adviser, and the Fund’s Board has approved the retention of the listing standards of securities exchanges on which shares of such Closed-EndSub-Adviser, to provide investment advisory services to the 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 candidatethe Sub-Adviser is willing to attend meetings and perform his or her responsibilitiesprovide those services on the Board, (ii) relevant industry,terms and conditions set forth in this Agreement;

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

Section 1. Appointment of Sub-Adviser. The Fund is engaged in the business professionalof investing and related experience and accomplishments, (iii) educational background, (iv) financial expertise, (v) an assessmentreinvesting its assets in securities of the candidate’s ability, judgmenttype and expertisein accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement(s) filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act and the candidate’s abilitySecurities Act of 1933 (the “Securities Act”), including any representations made in the prospectus and statement of additional information relating to work effectivelythe Fund contained therein and collaboratively withas may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Board.

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

Subject to the direction and control of the Board and the Adviser, the Sub-Adviser shall manage the investment and reinvestment of that portion of the assets of the Fund identified from time to time by the Board or the Adviser (the “WCM Portion”) as

(vi) overall diversityspecified in this Agreement, and shall provide the management and other services specified below in Section 2(a), all in such manner and to such extent as may be directed in writing from time to time by the Adviser. Notwithstanding anything in this Agreement to the contrary, the Adviser shall be responsible for compliance with any statute, rule, regulation, guideline or investment restriction that applies to the Fund’s investment portfolio as a whole and the Sub-Adviser’s responsibility and liability shall be limited to following any written instruction the Sub-Adviser receives from the Adviser.

The investment authority granted to the Sub-Adviser shall include the authority to exercise whatever powers the Fund may possess with respect to any of the Board’s composition and howassets of the candidate’s skills, experiences and attributes would contributeFund’s WCM Portion, including, but not limited to, the mixpower to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Sub-Adviser shall not, however, be responsible for voting proxies, for participating in class actions and/or other legal proceedings on behalf of relevant skillsthe Fund, but will provide such assistance as is reasonably requested in writing by the Adviser.

Section 2. Duties, Representations and experienceWarranties 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 WCM Portion. To carry out such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Fund, for the account of, at the risk of and in the name of the Fund, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other assets for the Fund, the Sub-Adviser is authorized to exercise full discretion and act for the Fund and instruct the Fund’s custodian (the “Custodian”) in the same manner and with the same force and effect as the Fund might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

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

(b) Following the close of each calendar quarter, the Sub-Adviser will report to the Board regarding the investment performance of the WCM Portion since the prior report, and will also keep the Board informed of important developments known by it to affect the WCM Portion and the Sub-Adviser, and on its own initiative will furnish the Board and the Adviser from time to time with such information as the

Sub-Adviser, in its sole discretion, believes appropriate, whether concerning the individual companies whose securities are held by the Fund in the WCM Portion, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Sub-Adviser will also furnish the Board and the Adviser with such statistical and analytical information with respect to securities held by the Fund as the Sub-Adviser, in its sole discretion, believes appropriate or as the Board or the Adviser may reasonably request in writing.

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

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

b. The CommitteeSub-Adviser shall supervise and monitor the activities of its representatives, personnel and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Sub-Adviser will considerbe made available to consult with the Adviser, the Fund and evaluate nominee candidates properly submittedthe Board at reasonable times and upon reasonable notice concerning the business of the Fund.

(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 shareholdersthe Fund under the 1940 Act. Upon the Fund’s reasonable request, the Sub-Adviser also 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 other documents and records relating to the services provided by the Sub-Adviser pursuant to this Agreement required to be prepared and maintained by the Fund. The books and records required to be maintained by the Fund which are in the possession of the Sub-Adviser shall be the property of the Fund; provided, however, that if the Sub-Adviser also is required to prepare and maintain any such books and records to satisfy its own recordkeeping requirements, such books and records shall constitute the property of each of the Fund and the Sub-Adviser. The Fund, or the Fund’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 written request of the Fund, copies of any such books and records shall be provided promptly by the Sub-Adviser to the Fund or the Fund’s authorized representatives.

(e) The Sub-Adviser represents and warrants to the Adviser and the Fund that: (i) the retention of the Sub-Adviser as contemplated by this Agreement is authorized by the Sub-Adviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Sub-Adviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Sub-Adviser and when executed and delivered by the Sub-Adviser will be the legal, valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with the terms hereof, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) if Sub-Adviser furnishes to Adviser or the Trust the Sub-Adviser’s composite performance record for inclusion in Fund documents, (A) any composite performance record of the Sub-Adviser’s executive officers furnished to the Adviser and the Fund in writing prior to the date hereof (the “Data”) is true and correct, and has been prepared in accordance with applicable laws, rules, regulations, interpretations and in accordance with industry guidelines and standards with respect to standardized performance information; (B) there is no information material to an understanding of the Data which the Sub-Adviser has not provided in writing to the Adviser prior to the date hereof; (C) the accounts included in the Data include all fully discretionary accounts managed by the Sub-Adviser’s executive officers designated to act as portfolio managers of the Fund over the period covered that have investment objectives, policies and strategies that are substantially similar to those that will be followed by the WCM Portion as approved by the Board; (D) the Sub-Adviser has the right, free from any legal or contractual restrictions thereon, to the use, reproduction, and incorporation of the Data in the public disclosure or marketing materials of the Fund, including the prospectus and the statement of additional information and proxy statements (the “Public Disclosure”); and (E) the Sub-Adviser is legally entitled to grant, and hereby grants, such rights to the Adviser and/or the Fund with respect to the use of the Data in the Public Disclosure, including with respect to any Public Disclosure filed with the Commission prior to the date hereof.

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

(a) The Declaration of Trust, as in effect on the date hereof;
(b) The Registration Statement(s) filed with the Commission under the 1940 Act, including the form of prospectus related to the Fund included therein;
(c) The Advisory Agreement; and
(d) Written guidelines, policies and procedures adopted by the Fund.

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

Sub-Adviser shall not be responsible for compliance with any document, materials, instruction or other information not provided to Sub-Adviser in a timely manner until a reasonable time after receipt of same basisby Sub-Adviser.

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

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

(a) The Sub-Adviser’s most recent Form ADV;
(b) The Sub-Adviser’s most recent balance sheet; and
(c) The current Code of Ethics of the Sub-Adviser, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code.

In addition, the Sub-Adviser will furnish the Adviser with (i) a summary of the results of any future examination of the Sub-Adviser by the Commission or other sources. Appendix Aregulatory agency with respect to the Sub-Adviser’s activities hereunder; and (ii) copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act.

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

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

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

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

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

(c) the Registration Statement(s) of the Fund, as it may be amended from time to time (including any information transmitted to Shareholders pursuant to Rule 8b-16 under the 1940 Act), filed with the Commission under the Securities Act and the 1940 Act and delivered to the Sub-Adviser;

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

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

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

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

Section 8. Expenses. All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be followed by shareholders to submit properly a candidate for nominationborne by the Committee. ShareholderFund unless specifically provided otherwise in this Agreement or otherwise agreed by the Fund and the Adviser and/or Sub-Adviser. The expenses borne by the Fund include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and registrar costs, all stock exchange listing expenses, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to Board and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Fund in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund’s shareholders.

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

with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change; or (c) to meet other legal or regulatory obligations caused by activities of the Sub-Adviser.

Section 9. Compensation. As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Sub-Adviser fees, payable monthly, at the annual rates indicated on Appendix A hereto, as such Schedule may be amended or supplemented as agreed to in writing by the parties from time to time. It is understood that the Adviser shall be responsible for the Sub-Adviser’s fee for its services hereunder, and the Sub-Adviser agrees that it shall have no claim against the Fund with respect to compensation under this Agreement.

Section 10. Standard of Care. The Fund and the Adviser will expect of the Sub-Adviser, and the Sub-Adviser will give the Fund and the Adviser the benefit of, the Sub-Adviser’s best judgment and efforts in rendering its services to the Fund, and the Sub-Adviser shall not be liable hereunder for any mistake in judgment. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be subject to liability to the Adviser, to the Fund or to any shareholders in the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, the Sub-Adviser shall be responsible for the accuracy and completeness (and liable for the lack thereof) of the statements and Data (only if Sub-Adviser furnishes to Adviser or the Fund any such Data for inclusion in Fund documents) furnished by the Sub-Adviser for use by the Adviser in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) and any proxy statements that pertain to the Sub-Adviser, the portfolio managers of the Fund and the investment of the WCM Portion.

Nothing in this Agreement (including Sections 10, 15 or 16 of this Agreement) shall be construed to relieve either the Sub-Adviser or the Adviser of any claims or liability arising under federal securities laws or any non-waivable provisions of any other federal or state laws.

Section 11. Non-Exclusivity. The services of the Sub-Adviser to the Adviser and the Fund are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or directors of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies.

It is understood that the Sub-Adviser performs investment advisory services for various clients, including accounts of clients in which the Sub-Adviser or associated persons have a beneficial interest. The Sub-Adviser may give advice and take action in the performance of its duties with respect to any of its other clients, which may differ

from the advice given, or the timing or nature of action taken, with respect to the assets of the Fund. Nothing in this Agreement shall be deemed to impose upon the Sub-Adviser any obligation to purchase or sell for the Fund any security or other property that the Sub-Adviser purchases or sells for its own accounts or for the account of any other client.

Any information or recommendations not properly submittedsupplied by the Sub-Adviser to the Adviser or the Fund in connection with the performance of its obligations hereunder shall be treated as confidential and for use by the Adviser, the Fund or such persons as they may designate, solely in connection with the WCM Portion, except as required by applicable law or as otherwise provided hereunder, it being understood and agreed that the Adviser and the Fund may disclose Fund portfolio holdings information in accordance with the Fund’s policies and procedures governing the disclosure of Fund portfolio holdings, as amended or supplemented from time to time. Information supplied by the Adviser or the Fund to the Sub-Adviser in connection with performing its obligations under this Agreement shall be treated by the Sub-Adviser as confidential and for use by the Sub-Adviser solely in connection with the WCM Portion and the performance of the Sub-Adviser’s obligations hereunder.

The Sub-Adviser may include the Fund in its representative client list.

Section 12. Records. The Sub-Adviser shall, with respect to orders the Sub-Adviser places for the purchase and sale of portfolio securities of the WCM Portion, maintain or arrange for the maintenance of the documents and records required pursuant to Rule 31a-1 under the 1940 Act, as well as trade tickets and confirmations of portfolio trades, and such other records as the Adviser reasonably requests to be maintained. All such records shall be maintained in a form reasonably acceptable to the Adviser and the Fund and in compliance with the provisions of Rule 31a-1 or any successor rule. All such records will be the property of the Fund, and will be made available for inspection by the Fund and its authorized representatives (including the Adviser). The Sub-Adviser shall promptly, upon the Fund’s written request, surrender to the Fund those records that are the property of the Fund; provided, however, that the Sub-Adviser may retain copies of such records.

Section 13. Term and Approval. This Agreement shall become effective with respect to the 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 Fund, Adviser and Sub-Adviser and shall thereafter continue from year to year, provided that the continuation of the Agreement is approved in accordance with the requirements of Appendix A will not be considered for nomination by the Committee.

2. Process for evaluating independence and potential conflicts of interest of Independent Trustee candidates.

a. As a threshold matter, the background of a candidate to serve as an Independent Trustee must be reviewed to confirm that the person meets or, on the effective date of his or her appointment or election will meet, the technical requirements under the 1940 Act, for being an Independent Trustee, and, with respect to Independent Trustee candidates forwhich currently requires that the continuation be approved at least annually:

(a) (i) by the Fund’s Board of each Closed-End Fund, that such person satisfiesTrustees or on(ii) by the effective datevote of his or her appointment or election will satisfy, applicable independence requirements“a majority of the listing standardsoutstanding voting securities” of securities exchanges on which sharesthe Fund (as defined in Section 2(a)(42) of such Closed-End Fundthe 1940 Act, and
(b) by the affirmative vote of a majority of the Fund’s Trustees who are traded.

b. In additionnot parties to satisfying the applicable technical requirements set forth in 2.a., above, the candidate’s business and personal connectionsthis Agreement or “interested persons” (as reflecteddefined in the responses1940 Act) of a party to questions in the Trustees’ and Officers’ Questionnaire completed by each current and prospective Trustee) must be reviewed to confirm that they do not create any actual or potential impairment to the person’s independence with respect to the Funds.

c. With respect to any candidate, the Committee shall elicit such information from senior management that the Committee deems appropriate, if any, to evaluating the merits of the candidate.

d. Disqualifying factors:

i. No candidate shall be nominated for membership on the Board if, upon appointment or election to the Board, that candidate serves or has agreed to serve on the board of any registered investment company outside of the Wells Fargo Funds family, unless otherwise approved by the Committee. No candidate shall be nominated for membership on the Board if that candidate serves or has agreed 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. Similarly, if a candidate serves in such capacity for a registered investment adviser or registered broker-dealer, but that firm currently does not serve as an investment adviser, sub-adviser, or principal underwriter for any such registered investment company, such candidate shall be nominated only upon the express agreement that he or she would resignthis

fromAgreement (other than as Trustees of the Fund), by votes cast in person at a meeting specifically called for such purpose.

Section 14. Termination. This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of the Board or by vote of a majority of the Fund’s outstanding voting securities, or by the Adviser or Sub-Adviser upon sixty (60) days’ written notice to the other parties. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.

This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Fund in the event that hisanother party: (i) breaches a material term of this Agreement; or her firm subsequently undertakes such(ii) commits a role formaterial violation of any registered investment company outsidegoverning law or regulation; or (iii) engages in conduct that would have a material adverse effect upon the reputation or business prospects of the Wells Fargo Funds family; provided, that ifterminating party.

Section 15. Indemnification by the Sub-Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Fund or the Adviser, or any of their respective officers, directors, employees, affiliates or agents, the Fund and the Adviser, respectively, shall not be responsible for, and the Sub-Adviser hereby agrees to indemnify and hold harmless the Fund and the Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by a candidate is an officer, partner,private party or employeea governmental department, commission, board, bureau, agency or instrumentality of any kind, arising out of or serves in a similar capacity for, a broker-dealer, nothing herein is intendedattributable to conferthe willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder or the breach of any representation and warranty hereunder on such candidate eligibility for nomination as an Independent Trustee if he or she would be an “interested person”the part of the Funds pursuant to the 1940 Act by virtueSub-Adviser or any of the activities of such broker-dealer.

ii. 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-adviserits officers, directors, employees affiliates 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. 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.agents. Notwithstanding the foregoing, if a candidate is a directorthe Sub-Adviser shall not be liable hereunder for any losses or damages resulting from the Sub-Adviser’s adherence to the Adviser’s written instructions, or for any action or inaction by the Sub-Adviser consistent with the Standard of a broker-dealer, nothing herein is intended to confer on such candidate eligibility for nomination as an Independent Trustee if he or she would be an “interested person”Care described in Section 10 of this Agreement.

Section 16. Indemnification by the Adviser. Provided that the conduct of the Funds pursuantSub-Adviser, its partners, employees, affiliates and agents is consistent with the Standard of Care described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the Adviser hereby agrees to indemnify and hold harmless the 1940 ActSub-Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in equity whether brought by virtue of the activities of such broker-dealer.

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 backgroundsa private party or skill sets that differ from those of the individuals already on the Board and/or recommend expanding or contracting the size of the Board.

Committee Nominations 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 combinedgovernmental department, commission, board, bureau, agency 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.

Nominating and Governance Committee Chair

1. Chair of the Nominating and Governance Committee.

a. Only a Trustee who is an Independent Trustee may serveinstrumentality of any kind, relating to the Sub-Adviser’s act(s) or omission(s) in the rolecourse of, Chairor connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or arising out of or attributable to conduct of the Committee.Adviser relating to: (i) the advertising, solicitation, sale, purchase or pledge of securities, whether of the Fund or other securities, undertaken by the Fund, its officers, directors, employees, affiliates or agents, (ii) any violations of the securities laws, rules, regulations, statutes and codes, whether federal or of any state, by the Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

b.Section 17. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Fund 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 18. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act. In addition, to any powers and duties specified in this Charter,where the Chaireffect of a requirement of the Committee’s role1940 Act or the Advisers Act reflected in any provision of this Agreement is to preside at all meetingsrevised by rule, regulation or order of the CommitteeCommission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. The duties and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to act asthe extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted.

Section 19. 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 liaisonvote of the majority of the outstanding shares of the Fund. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser and the Sub-Adviser.

Section 20. Risk Acknowledgement. The Sub-Adviser does not guarantee the future performance of the Fund, the success of any investment decision or strategy that the

Sub-Adviser may use, or the success of the Sub-Adviser’s overall management of the WCM Portion. Each of the Fund and the Adviser understand that investment decisions made for the Fund by the Sub-Adviser are subject to various market, currency, economic and business risks, and that those investment decisions will not always be profitable. The Sub-Adviser will manage the WCM portion and, in making investment decisions for the Fund, the Sub-Adviser will not consider any other securities, cash or other investments covered by the Fund.

Section 21. Authority to Execute Agreement. Each of the individuals whose signature appears below represents and warrants that he or she has full authority to execute this Agreement on behalf of the party on whose behalf he or she has affixed his or her signature to this Agreement. The Fund and the Adviser will deliver to the Sub-Adviser such evidence of its authority with respect to governance-related mattersthis Agreement as Sub-Adviser may reasonably require. The Sub-Adviser will deliver to the Fund and the Adviser such evidence of its authority with service providers,respect to this Agreement as the Fund or the Adviser may reasonably require.

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

WELLS FARGO MULTI-SECTOR INCOME FUND

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
FEE AGREEMENT

WELLS FARGO MULTI-SECTOR INCOME FUND

This fee agreement is effective as of the [ ] day of [ ], 2021, by and between Wells Fargo Multi-Sector Income Fund (the “Fund”), Wells Fargo Funds Management, LLC (the “Adviser”) and Wells Capital Management, LLC (the “Sub-Adviser”).

WHEREAS, the parties have entered into a Sub-Advisory Agreement (“Sub-Advisory Agreement”) whereby the Sub-Adviser provides management and other Committee members generally between meetings.services to the Fund; and

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

The ChairAdviser pays the Sub-Adviser a fee at an annual rate of 0.30% of the CommitteeFund’s total assets.

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

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

WELLS FARGO MULTI-SECTOR INCOME FUND

By:
Name:
Title:
WELLS FARGO FUNDS MANAGEMENT, LLC

By:
Name:
Title:

WELLS CAPITAL MANAGEMENT, LLC

By:
Name:
Title:

EXHIBIT G

Form of New WFAM(I) Ltd Sub-Advisory Agreement

This SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of this [ ] day of [ ], 2021 by and among Wells Fargo Multi-Sector Income Fund (the “Fund”), a statutory trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, and Wells Fargo Asset Management (International) Limited (the “Sub-Adviser”), a private liability company incorporated under the laws of England and Wales with its principal place of business at 33 King William Street, London, England, United Kingdom, EC4R 9AT.

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

WHEREAS, the Fund is engaged in business as an closed-end investment company and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund’s Board of Trustees (the “Board”) has engaged the Adviser to perform investment advisory services for the Fund under the terms of an investment advisory agreement, dated [ ], 2021, between the Adviser and the Fund (the “Advisory Agreement”); and

WHEREAS, the Adviser, acting pursuant to the Advisory Agreement, wishes to retain the Sub-Adviser, and the Fund’s Board has approved the retention of the Sub-Adviser, to provide investment advisory services to the Fund, and the Sub-Adviser is willing to provide those services on the terms and conditions set forth in this Agreement;

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

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

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

Subject to the direction and manner, determinedcontrol of the Board and the Adviser, the Sub-Adviser shall manage the investment and reinvestment of that portion of the assets of the Fund identified from time to time by the Board foror the additional work and time devoted by the Chair of the Committee.

2. Except for any duties specified herein or pursuant to a Trust’s charter document, the designation of Chair of the Committee does not impose on such Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such personAdviser (the “WFAMI Portion”) 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.

Fund Share Ownership

1. The Committee shall periodically review and recommend any appropriate changes in respect of policies regarding share ownership in Wells Fargo Funds by Trustees.

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 1940 Act (“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 appointed or 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 Committeespecified in this Agreement, and shall haveprovide the resources and authority to discharge its responsibilities, including authority to retain special counselmanagement and other experts or consultants, advisers or employees at the expense of the appropriate Fund(s).

4. In consultation with independent legal counselservices specified below in Section 2(a), all in such manner and 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 1940 Act 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 Committeesextent as may be conducteddirected 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 itwriting from time to time by the Board.

Date of most recent Charter amendment: November 20, 2020

Appendix A

ProceduresAdviser. Notwithstanding anything in this Agreement to the contrary, the Adviser shall be responsible for Shareholderscompliance with any statute, rule, regulation, guideline or investment restriction that applies to Submit Nominee Candidates

A shareholder ofthe Fund’s investment portfolio as a whole and the Sub-Adviser’s responsibility and liability shall be limited to following any series ofwritten instruction the Trust must followSub-Adviser receives from the following procedures in order to submit properly a nominee candidate recommendation for the Committee’s consideration.Adviser.

The shareholder must submit any nominee candidate recommendation (a “Shareholder Recommendation”) in writinginvestment authority granted to the Trust,Sub-Adviser shall include the authority to exercise whatever powers 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 forFund may possess with respect to director nomineesany of the assets of the Fund’s WFAMI Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Sub-Adviser shall not, however, be responsible for voting proxies, for participating in class actions and/or other legal proceedings on behalf of the Fund, but will provide such assistance as is reasonably requested in writing by paragraphs (a), (d), (e)the Adviser.

Section 2. Duties, Representations and (f)Warranties of Item 401the Sub-Adviser.

(a) The Sub-Adviser shall make decisions with respect to all purchases and sales of Regulation S-Ksecurities and other investment assets for the WFAMI Portion. To carry out such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Fund, for the account of, at the risk of and in the name of the Fund, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other assets for the Fund, the Sub-Adviser is authorized to exercise full discretion and act for the Fund and instruct the Fund’s custodian (the “Custodian”) in the same manner and with the same force and effect as the Fund might or paragraph (b)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 Item 22 ofsuch purchases, sales or other transactions.

The Sub-Adviser acknowledges that the Fund and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 14a-101 (Schedule 14A)10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the Securities Exchange Act1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of 1934,a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. The Sub-Adviser shall be limited to managing only the WFAMI Portion, and shall not consult with the sub-adviser as amended (the “Exchange Act”), adoptedto any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets.

(b) Following the close of each calendar quarter, the Sub-Adviser will report to the Board regarding the investment performance of the WFAMI Portion since the prior report, and will also keep the Board informed of important developments known by it to affect the SecuritiesWFAMI Portion and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted bySub-Adviser, and on its own initiative will furnish the SecuritiesBoard and Exchange Commission or any successor agencythe Adviser from time to time with such information as the

Sub-Adviser, in its sole discretion, believes appropriate, whether concerning the individual companies whose securities are held by the Fund in the WFAMI Portion, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Sub-Adviser will also furnish the Board and the Adviser with such statistical and analytical information with respect to securities held by the Fund as the Sub-Adviser, in its sole discretion, believes appropriate or as the Board or the Adviser may reasonably request in writing.

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

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

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

(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 Fund under the 1940 Act. Upon the Fund’s reasonable request, the Sub-Adviser also 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 other documents and records relating to the services provided by the Sub-Adviser pursuant to this Agreement required to be prepared and maintained by the Fund. The books and records required to be maintained by the Fund which are in the possession of the Sub-Adviser shall be the property of the Fund; provided, however, that if the Sub-Adviser also is required to prepare and maintain any such books and records to satisfy its own recordkeeping requirements, such books and records shall constitute the property of each of the Fund and the Sub-Adviser. The Fund, or the Fund’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 written request of the Fund, copies of any such books and records shall be provide

(e) The Sub-Adviser represents and warrants to the Adviser and the Fund that: (i) the retention of the Sub-Adviser as contemplated by this Agreement is authorized by the Sub-Adviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Sub-Adviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Sub-Adviser and when executed and delivered by the Sub-Adviser will be the legal, valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with the terms hereof, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) if Sub-Adviser furnishes to Adviser or the Trust the Sub-Adviser’s composite performance record for inclusion in Fund documents, (A) any composite performance record of the Sub-Adviser’s executive officers furnished to the Adviser and the Fund in writing prior to the date hereof (the “Data”) is true and correct, and has been prepared in accordance with applicable laws, rules, regulations, interpretations and in accordance with industry guidelines and standards with respect to standardized performance information; (B) there is no information material to an understanding of the Data which the Sub-Adviser has not provided in writing to the Adviser prior to the date hereof; (C) the accounts included in the Data include all fully discretionary accounts managed by the Sub-Adviser’s executive officers designated to act as portfolio managers of the Fund over the period covered that have investment objectives, policies and strategies that are substantially similar to those that will be followed by the WFAMI Portion as approved by the Board; (D) the Sub-Adviser has the right, free from any legal or contractual restrictions thereon, to the use, reproduction, and incorporation of the Data in the public disclosure or marketing materials of the Fund, including the prospectus and the statement of additional information and proxy statements (the “Public Disclosure”); and (E) the Sub-Adviser is legally entitled to grant, and hereby grants, such rights to the Adviser and/or the Fund with respect to the use of the Data in the Public Disclosure, including with respect to any Public Disclosure filed with the Commission prior to the date hereof.

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

(a) The Declaration of Trust, as in effect on the date hereof;
(b) The Registration Statement(s) filed with the Commission under the 1940 Act, including the form of prospectus related to the Fund included therein;
(c) The Advisory Agreement; and
(d) Written guidelines, policies and procedures adopted by the Fund.

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

Sub-Adviser shall not be responsible for compliance with any document, materials, instruction or other information not provided to Sub-Adviser in a timely manner until a reasonable time after receipt of same by Sub-Adviser.

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

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

(a) The Sub-Adviser’s most recent Form ADV;
(b) The Sub-Adviser’s most recent balance sheet; and
(c) The current Code of Ethics of the Sub-Adviser, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code.

In addition, the Sub-Adviser will furnish the Adviser with (i) a summary of the results of any future examination of the Sub-Adviser by the Commission or other regulatory agency with respect to the Sub-Adviser’s activities hereunder; and (ii) copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act.

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

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

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

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

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

(c) the Registration Statement(s) of the Fund, as it may be amended from time to time (including any information transmitted to shareholders pursuant to Rule 8b-16 under the 1940 Act), filed with the Commission under the Securities Act and the 1940 Act and delivered to the Sub-Adviser;

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

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

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

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

Section 8. Expenses. All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be requiredborne by the Fund unless specifically provided otherwise in this Agreement or otherwise agreed by the Fund and the Adviser and/or Sub-Adviser. The expenses borne by the Fund include, but are not limited to, be disclosed ifbrokerage commissions, taxes, legal, auditing or governmental fees, the candidate were a nominee in a proxy statement orcost of preparing share certificates, custodian, transfer agent and registrar costs, all stock exchange listing expenses, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to Board and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other filing required to be madeexpenses incurred by the Fund in connection with solicitationmembership in investment company organizations and the cost of proxies for electionprinting copies of directorsprospectuses and statements of additional information distributed to the Fund’s shareholders.

The Sub-Adviser shall pay its own expenses in connection with the services to be provided by it pursuant to Section 14this Agreement. In addition, the Sub-Adviser shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Adviser or the Fund: (a) to prepare press releases or to amend the Fund’s registration statement or supplement the Fund’s prospectus, and circulate the same, solely to reflect a change in the personnel of the ExchangeSub-Adviser responsible for making investment decisions in relation to the Fund; (b) to obtain shareholder approval of a new sub-advisory agreement as a result of a “change in control” (as such term in defined in Section 2(a)(9) of the 1940 Act) of the Sub-Adviser, or to otherwise comply

with the 1940 Act, the Securities Act, or any other applicable statute, law, rule or regulation, as a result of such change; or (c) to meet other legal or regulatory obligations caused by actions of the Sub-Adviser.

Section 9. Compensation. As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Sub-Adviser fees, payable monthly, at the annual rates indicated on Appendix A hereto, as such Schedule may be amended or supplemented as agreed to in writing by the parties from time to time. It is understood that the Adviser shall be responsible for the Sub-Adviser’s fee for its services hereunder, and the Sub-Adviser agrees that it shall have no claim against the Fund with respect to compensation under this Agreement.

Section 10. Standard of Care. The Fund and the Adviser will expect of the Sub-Adviser, and the Sub-Adviser will give the Fund and the Adviser the benefit of, the Sub-Adviser’s best judgment and efforts in rendering its services to the Fund, and the Sub-Adviser shall not be liable hereunder for any mistake in judgment. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be subject to liability to the Adviser, to the Fund or to any shareholders in the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, the Sub-Adviser shall be responsible for the accuracy and completeness (and liable for the lack thereof) of the statements and Data (only if Sub-Adviser furnishes to Adviser or the Fund any such Data for inclusion in Fund documents) furnished by the Sub-Adviser for use by the Adviser in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) and any proxy statements that pertain to the Sub-Adviser, the portfolio managers of the Fund and the investment of the WFAMI Portion.

Nothing in this Agreement (including Sections 10, 15 or 16 of this Agreement) shall be construed to relieve either the Sub-Adviser or the Adviser of any claims or liability arising under federal securities laws or any non-waivable provisions of any other federal or state laws.

Section 11. Non-Exclusivity. The services of the Sub-Adviser to the Adviser and the Fund are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or directors of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies.

It is understood that the Sub-Adviser performs investment advisory services for various clients, including accounts of clients in which the Sub-Adviser or associated persons have a beneficial interest. The Sub-Adviser may give advice and take action in the performance of its duties with respect to any of its other clients, which may differ

from the advice given, or the timing or nature of action taken, with respect to the assets of the Fund. Nothing in this Agreement shall be deemed to impose upon the Sub-Adviser any obligation to purchase or sell for the Fund any security or other property that the Sub-Adviser purchases or sells for its own accounts or for the account of any other client.

Any information or recommendations supplied by the Sub-Adviser to the Adviser or the Fund in connection with the performance of its obligations hereunder shall be treated as confidential and for use by the Adviser, the Fund or such persons as they may designate, solely in connection with the WFAMI Portion, except as required by applicable law or as otherwise provided hereunder, it being understood and agreed that the Adviser and the Fund may disclose Fund portfolio holdings information in accordance with the Fund’s policies and procedures governing the disclosure of Fund portfolio holdings, as amended or supplemented from time to time. Information supplied by the Adviser or the Fund to the Sub-Adviser in connection with performing its obligations under this Agreement shall be treated by the Sub-Adviser as confidential and for use by the Sub-Adviser solely in connection with the WFAMI Portion and the performance of the Sub-Adviser’s obligations hereunder.

The Sub-Adviser may include the Fund in its representative client list.

Section 12. Records. The Sub-Adviser shall, with respect to orders the Sub-Adviser places for the purchase and sale of portfolio securities of the WFAMI Portion, maintain or arrange for the maintenance of the documents and records required pursuant to Rule 31a-1 under the 1940 Act, as well as trade tickets and confirmations of portfolio trades, and such other records as the Adviser reasonably requests to be maintained. All such records shall be maintained in a form reasonably acceptable to the Adviser and the Fund and in compliance with the provisions of Rule 31a-1 or any successor rule. All such records will be the property of the Fund, and will be made available for inspection by the Fund and its authorized representatives (including the Adviser). The Sub-Adviser shall promptly, upon the Fund’s written request, surrender to the Fund those records that are the property of the Fund; provided, however, that the Sub-Adviser may retain copies of such records.

Section 13. Term and Approval. This Agreement shall become effective with respect to the 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 rulesFund, 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 Fund’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 Fund’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) and information regarding the candidate that will be sufficient for the Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Trust’s books; (iv) the series (and, if applicable, class) and number of all shares of the Trust owned beneficially and of record by the recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Committee may require the candidate 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 Trustee of the Trust. With respect to each Closed-End 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 inconsistency with respect to the requirements applicable to a Shareholder Recommendation as between those established in these procedures and those in the By-Laws of a Closed-End Fund, the requirements of the By-Laws of such Closed-End Fund shall control.party to this

EXHIBIT BAgreement (other than as Trustees of the Fund), by votes cast in person at a meeting specifically called for such purpose.

WELLS FARGO FUNDS TRUST
WELLS FARGO VARIABLE TRUST
WELLS FARGO MASTER TRUST
WELLS FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
WELLS FARGO INCOME OPPORTUNITIES FUND
WELLS FARGO MULTI-SECTOR INCOME FUND
WELLS FARGO UTILITIES AND HIGH INCOME FUND

AUDIT COMMITTEES CHARTER

1. CompositionSection 14. Termination. The Audit Committees (“Committees”)This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of the BoardsBoard or by vote of Trustees (the “Boards”) of Wells Fargo Funds Trust, Wells Fargo Variable Trust, and Wells Fargo Master Trust (collectively, the “Open-End Trusts”), Wells Fargo Global Dividend Opportunity Fund (“EOD”), Wells Fargo Income Opportunities Fund (“EAD”), Wells Fargo Multi-Sector Income Fund (“ERC”), and Wells Fargo Utilities and High Income Fund (“ERH”) (collectively, the “Closed-End Funds” and together, with the Open-End Trusts, the “Trusts”) shall be composed entirely of Trustees who are not “interested persons”a majority of the TrustsFund’s outstanding voting securities, or by the Adviser or Sub-Adviser upon sixty (60) days’ written notice to the other parties. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in the event of its assignment, the term “assignment” for purposes of this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or its staff in interpretive releases, or applied by the Commission staff in no-action letters, issued under the 1940 Act.

This Agreement may also be terminated immediately by the Adviser, the Sub-Adviser or the Fund in the event that another party: (i) breaches a material term of this Agreement; or (ii) commits a material violation of any series thereof,governing law or of any investment adviserregulation; or principal underwriter, as defined(iii) engages in conduct that would have a material adverse effect upon the Investment Company Act of 1940 (the “Act”). The Committeesreputation or business prospects of the Closed-End Funds (the “Closed-End Fund Committees”) shall have at least three members who are “independent” as that term is interpreted under Rule 10A-3 underterminating party.

Section 15. Indemnification by the Securities Exchange Act of 1934 and under the listing standards of each exchange on which shares of the Closed-End Funds are traded, except as otherwise set forth by statute, rule, or listing standard. The full Boards shall designate the members of the Committees, after due consideration of nominations, if any, from the Governance Committee, and shall either designate the Chairman or shall approve the manner of selection of the Chairman. Except for any duties specified herein or pursuant to a Trust’s charter document, the designation of Chairman of the Audit Committee does not impose on such Trustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Committees and the Boards inSub-Adviser. In the absence of such designation.

The Boards shall determine as often as they deem appropriate whether any memberwillful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Committees is an “audit committee financial expert” as definedFund or the Adviser, or any of their respective officers, directors, employees, affiliates or agents, the Fund and the Adviser, respectively, shall not be responsible for, and the Sub-Adviser hereby agrees to indemnify and hold harmless the Fund and the Adviser and their respective officers, directors, employees, affiliates and agents (severally, but not jointly) against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, liability, claims, actions, suits or proceedings at law or in Item 3equity whether brought by a private party or a governmental department, commission, board, bureau, agency or instrumentality of Form N-CSR. Any memberany kind, arising out of or attributable to the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder or the breach of any representation and warranty hereunder on the part of the Committees who is determined to be such an expertSub-Adviser or any of its officers, directors, employees affiliates or agents. Notwithstanding the foregoing, the Sub-Adviser shall not bearbe liable hereunder for any duties, obligationslosses or liabilitiesdamages resulting from the Sub-Adviser’s adherence to the Adviser’s written instructions, or for any action or inaction by the Sub-Adviser consistent with the Standard of Care described in Section 10 of this Agreement.

Section 16. Indemnification by the Adviser. Provided that are greater than the duties, obligations and liabilities imposed on such member as a memberconduct of the CommitteesSub-Adviser, its partners, employees, affiliates and agents is consistent with the Standard of Care described in Section 10 of this Agreement, the Sub-Adviser shall not be responsible for, and the BoardsAdviser hereby agrees to indemnify and hold harmless the Sub-Adviser, its partners, employees, affiliates and agents against any and all losses, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses, liability, claims, actions, suits or proceedings at law or in the absence of such determination.

2. Primary Responsibilities. The primary responsibilities of the Committees are:equity whether brought by a private party or a governmental department, commission, board, bureau, agency or

The functioninstrumentality of any kind, relating to the Sub-Adviser’s act(s) or omission(s) 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, or arising out of or attributable to conduct of the Committees is oversight. Management is responsible for: (1)Adviser relating to: (i) the preparation, quality and objectivityadvertising, solicitation, sale, purchase or pledge of securities, whether of the Funds’ financial statements; (2)Fund or other securities, undertaken by the implementation of appropriate accounting and financial reporting principles and policies; and (3) the design and maintenance of internal controls and procedures designed to assure compliance with all applicable accounting standards, laws and regulations. The Auditors are responsible for planning and carrying out proper auditsFund, its officers, directors, employees, affiliates or agents, (ii) any violations of the Funds’ financial statementssecurities laws, rules, regulations, statutes and for performing other procedures as deemed necessarycodes, whether federal or of any state, by the Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents, or (iii) the willful misfeasance, bad faith, grossly negligent acts or reckless disregard of obligations or duties hereunder on the part of the Fund or the Adviser, respectively, or their respective officers, directors, employees, affiliates or agents.

Section 17. Notices. Any notices under applicable professional standards. Nothing in this CharterAgreement shall be construedin writing, addressed and delivered or mailed postage paid to reduce the responsibilitiesother party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Fund 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 33 King William Street, London, England, United Kingdom, EC4R 9AT.

Section 18. Questions of Interpretation. Any question of interpretation of any term or liabilitiesprovision of Managementthis Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, or interpretations of the Commission or its staff, or Commission staff no-action letters, issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act or the Auditors.

Although the Committees are expected to take a detached and questioning approach to the matters that come before them,Advisers Act reflected in any reviewprovision of this Agreement is revised by rule, regulation or order of the Funds’ financial statements byCommission, such provision shall be deemed to incorporate the Committees is not an audit, nor does any review by the Committees substitute for the responsibilitieseffect of Management for preparing,such rule, regulation or the Auditors for auditing, the Funds’ financial statements. Membersorder. The duties and obligations of the Committees are not employees of the Fundsparties under this Agreement shall be governed by and in serving on these Committees, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committees or their members to conduct “field work” or other types of auditing or accounting reviews or procedures. In addition, the authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Committees to plan or conduct any audit, to determine or certify that any Fund’s financial statements are complete, accurate, fairly presented, orconstrued in accordance with generally accepted accounting principles or applicablethe laws or to guarantee any report of the Auditors.

In discharging their duties,State of Delaware to the membersextent that state law is not preempted by the provisions of any law of the Committees are entitled to rely on information, opinions, reports,United States heretofore or statements, including financial statements and other financial data preparedhereafter enacted.

Section 19. Amendment. No provision of this Agreement may be changed, waived, discharged or presented by: (1) one or more officersterminated orally, but only by an instrument in writing signed by the party against which enforcement of the Trusts whomchange, waiver, discharge or termination is sought. If shareholder approval of an amendment is required under the member reasonably believes to be reliable1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the Fund. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board, the Adviser and competent in the matters presented; (2) legal counsel, the Auditors or other public accountants, or other persons as to matters the member reasonably believes are within the person’s professional or expert competence; or (3) another Board committee on which the memberSub-Adviser.

Section 20. Risk Acknowledgement. The Sub-Adviser does not sit.guarantee the future performance of the Fund, the success of any investment decision or strategy that the

3. Duties and Powers. To carry out their responsibilities,Sub-Adviser may use, or the Committees shall have the following duties and powers, to be discharged in such a manner as the Committees deem appropriate, in their sole discretion:

to be discharged in such a manner as the Committee deems appropriate, in its sole discretion: