UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 14A INFORMATION

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

PROXY STATEMENT PURSUANT TO SECTION 14(a)14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrantx [X]
Filed by a Party other than the Registrant¨

Check the appropriate box:

[ ]

WELLS FARGO VARIABLE TRUSTWells Fargo Variable Trust

Payment(Name of Filing Fee (Check the appropriate box):Registrant as Specified in Its Charter)

IMPORTANT NOTICE: Please complete the Fund (the “Proposal”). The Board
enclosed voting instruction card and return it as soon as possible.
You may also provide your voting instructions by telephone or over the Internet by
following the instructions contained in the enclosed voting instruction card.

If you have any questions, you may call (866) 521-4424

WELLS FARGO VARIABLE TRUST
525 Market Street
San Francisco, California 94105

August 1, 2017

Dear Contract Owner:

I am pleased to invite you to a special meeting of Trusteesshareholders of Wells Fargo Variable Trust (the “Board”) unanimously selected Evergreen Investments to replace New Star Institutional Managers Limited (“New Star”"Trust") as detailed in the attached Notice of Special Meeting of Shareholders and Proxy Statement to be held at 200 Berkeley Street, Boston, Massachusetts 02116 on September 26, 2017 at 1:00 p.m. Eastern Time. Although you are not a direct shareholder of a series ("Fund") of the Trust, you own a variable annuity contract or a variable life insurance policy (each, a "Contract") issued by an insurance company that offers one or more of the Funds as underlying investment sub-adviseroptions for the Fund. The Board believes that the Evergreen Investments’ investment team, which usesContract (each, a well-diversified, fundamentally-based international equity investment style, has the potential"Participating Insurance Company") and have allocated a portion of your Contract value to benefit the Fund and that the selection of Evergreen Investments is in the best interestone or more of the Fund’s shareholders.Funds (each, a "Contract Owner"). As described in more detail ina Contract Owner, you have the enclosed Proxy Statement, in reaching its decision,right to instruct the Participating Insurance Company that issued your Contract how shares of each Fund attributable to your Contract should be voted as though you are a direct shareholder of the Fund.

We are seeking your instructions to vote to elect ten nominees to the Board considered many factors, including a potential change of control at New StarTrustees of the Trust. Eight of the nominees are current Trustees and the rigorous and extensive search conducted by Wells Fargo Funds Management, LLC in screening prospective sub-advisers to identify and recommend Evergreen Investments. Although thereother two nominees recently became members of the Advisory Board of the Trust (which provides advisory support for the Board without voting authority). If the slate of nominees is elected, effective January 1, 2018, the Board will consist of ten Trustees, all of whom will be an increaseindependent trustees of the Trust.

Although you are welcome to attend in person, you do not need to do so in order to provide your voting instructions. If you do not expect to attend the sub-advisory fees paid to Evergreen Investments if the Proposal is approved by the Fund’s shareholders, because the sub-advisory fees are paid by the primary investment advisermeeting, you may provide your voting instructions to the Fund, the increase will not affect the feesParticipating Insurance Company that Fund shareholders pay. Further, Fund shareholders will not bear any of the expenses associated with this proxy solicitation.

The Board has unanimously approved the New Sub-Advisory Agreementissued your Contract by completing, dating, signing and unanimously recommends that you vote to approve it.

Please read the enclosed proxy materials and consider the information provided. We encourage you to complete and mail your proxy ballot promptly. No postage is necessary if you mail it in the United States. Alternatively, you may vote by calling the toll-free number printed on your proxy ballot, or via the Internet according toreturning the enclosed voting instruction card in the postage-paid envelope provided. The enclosed voting instruction card also provides instructions provided on your proxy ballot.for voting by telephone or over the Internet if you wish to take advantage of these options. If you have any questions about the proxy materials, or the Proposal, please call your insurance company referenced on your proxy ballotproposal or call our proxy solicitor, Computershare Fund Services, Inc. at 1-888-916-1747. In addition, if you have any questions about how to voteprovide your shares or if you would like to do so by telephone,voting instructions, you may call ourthe Trust's proxy solicitor, ComputershareAST Fund Services, Inc.,Solutions, LLC at the number above.(866) 521-4424. Thank you for your participation in this important initiative. Your vote is important to us, no matter how many shares you own.

WELLS FARGO ADVANTAGE VT INTERNATIONAL CORE FUND

OF

WELLS FARGO VARIABLE TRUST

525 Market Street

San Francisco, California 94105

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

SCHEDULED FOR JULY 1, 2009

This is the formal notice and agenda for the special meeting of shareholders of the Wells Fargo Advantage VT International Core Fund (the “Fund”), a series of Wells Fargo Variable Trust, a Delaware statutory trust (the “Trust”), to be held on July 1, 2009, at 4:00 p.m. (Pacific Time) at 525 Market Street, 12th Floor, San Francisco, California 94105

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

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

TO CONTRACT OWNERS ENTITLED TO GIVE VOTING INSTRUCTIONS

TO THE SHAREHOLDERS OF WELLS FARGO VARIABLE TRUST

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

The Board of TrusteesYou are receiving this Notice and the enclosed proxy statement because you own a variable annuity contract or a variable life insurance policy (each, a "Contract") issued by an insurance company that offers one or more series of the Trust unanimously recommends that you vote in favor(each, a "Fund") as underlying investment options for the Contract (each, a "Participating Insurance Company") and have allocated a portion of your Contract value to one or more of the Proposal.

Funds (each, a "Contract Owner"). As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract how shares of each Fund attributable to your Contract should be voted as though you are a direct shareholder of the Fund. For simplicity, references to "shareholders" include Contract Owners (and other persons or entities that have voting rights or are being asked to provide voting instructions) and references to "votes" include voting instructions. Shareholders of record of the Fund as ofat the close of business on March 31, 2009, areJune 2, 2017 will be entitled to vote at the Meeting or any adjournment(s) thereof. Whether or notadjournments thereof to the extent described in the accompanying proxy statement.

It is hoped that you expect towill attend the Meeting, please complete and return the enclosed proxy ballot.

Please read the enclosed proxy materials and consider the information provided. We encourage you to complete and mail your proxy ballot promptly. No postage is necessarybut if you mail it incannot do so, please provide your voting instructions to the United States. Alternatively, you may voteParticipating Insurance Company that issued your Contract by calling the toll-free number printed on your proxy ballot, or via the Internet according tocompleting, dating, signing and returning the enclosed voting instructions.

If you have any questions aboutinstruction card in the proxy materials,postage-paid envelope provided. The enclosed voting instruction card also provides instructions for voting by telephone or over the Proposal, please call your insurance company referenced on your proxy ballot or call our proxy solicitor, Computershare Fund Services, Inc. at 1-888-916-1747. In addition,Internet if you have any questions about howwish to vote your shares or if you would like to do so by telephone, you may call Computershare Fund Services, Inc., at the number above.take advantage of these options.

April 23, 2009

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESSTHE BOARD OF TRUSTEES OF THE NUMBER OF SHARES THAT YOU ARE ENTITLED TO VOTE.

WELLS FARGO ADVANTAGE VT INTERNATIONAL CORE FUND

PROXY STATEMENT

Dated April 23, 2009

WELLS FARGO VARIABLE TRUST

525 Market Street

San Francisco, California 94105

This document is a proxy statement (the “Proxy Statement”), and is being made available to shareholders of the Wells Fargo Advantage VT International Core Fund (the “Fund”), a series of Wells Fargo Variable Trust, a Delaware statutory trust (the “Trust”), in connection with a special meeting of shareholders of the Fund to be held on July 1, 2009, at 4:00 p.m. (Pacific Time) at 525 Market Street, 12th Floor, San Francisco, California 94105, and at any and all adjournments thereof (the “Meeting”). The Proxy Statement contains the information that shareholders of the Fund should know before voting on the proposal before them, and should be reviewed and retained for future reference. The proposal described in this Proxy Statement (the “Proposal”) is shown below.

Proposal

Approval of a new investment sub-advisory agreement with

Evergreen Investment Management Company, LLC

The Board of Trustees of the Trust (the “Board”) has fixed the close of business on March 31, 2009, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting. This proxy statement and the enclosed notice and form of proxy are first being mailed to shareholders on or about April 27, 2009.

The shareholders of the Fund, which are primarily participating insurance companies, will be asked to approve the New Sub-Advisory Agreement. The participating insurance companies will solicit voting instructions from the contract owners that have contract value allocated to the Fund via this proxy solicitation, and will vote their shares in the Fund in the same manner and proportion as the contract owners vote. In that sense, the contract owners will be considering and voting on the New Sub-Advisory Agreement on a pass-through basis. For more information, see “Information on Voting.”

PROPOSAL

APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT

WITH EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC

Summary

At an in-person meeting held on February 11, 2009, the Board unanimously selected Evergreen Investment Management Company, LLC (“Evergreen Investments”), a registered investment adviser, to replace New Star Institutional Managers Limited (“New Star”) as a sub-adviser to the Fund and approved a new investment sub-advisory agreement with Evergreen Investments for the Fund (the “New Sub-Advisory Agreement”). Effective March 2, 2009, New Star ceased providing sub-advisory services to the Fund and Evergreen Investments assumed the day-to-day investment advisory responsibilities for the Fund’s assets pursuant to the New Sub-Advisory Agreement.

As discussed in more detail below in “Board Considerations in Recommending Approval of the Proposal”, the Board’s decision to approve a new investment sub-advisory agreement with Evergreen Investments was based on a number of factors, including the uncertainty about the continuity of services and personnel at

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New Star, in light of a potential restructuring or acquisition of New Star’s parent company, New Star Asset Management Group PLC (“NSAM”) and the Fund’s underperformance relative to its benchmark and peer group while managed by New Star. In addition, the Board gave considerable weight to the rigorous and extensive analysis conducted by Wells Fargo Funds Management, LLC (“Funds Management”), the Fund’s primary investment adviser, in screening prospective sub-advisers to identify and recommend Evergreen Investments. In particular, the Board considered the quality of services provided by Evergreen Investments, and the background, experience, and the amount of attention expected to be given to the Fund by senior investment personnel of Evergreen Investments. The Board was informed that Evergreen Investments’ portfolio management team members have an average experience of over 14 years in the money management industry; its portfolio management team has worked together for approximately 14 years; and the portfolio manager of the Fund possesses strong capabilities in pursuing a well-diversified international equity investment strategy developed over many years of providing investment management services in this asset class. Based on these and other factors, the Board and Funds Management determined that it is in the best interest of the Fund’s shareholders to terminate the prior investment sub-advisory agreement with New Star (the “Prior Agreement”) and engage Evergreen Investments as the sub-adviser to the Fund. However, in order for Evergreen Investments to continue to serve as investment sub-adviser to the Fund, the shareholders of the Fund also must approve the New Sub-Advisory Agreement.

Wells Fargo & Company (“Wells Fargo”) acquired Wachovia Corporation (“Wachovia”) effective December 31, 2008. Funds Management, the investment adviser and administrator for theWells Fargo Advantage Funds (which includes the Fund), is a wholly-owned subsidiary of Wells Fargo. Funds Management is located at 525 Market Street, San Francisco, California 94105. Evergreen Investments, the investment adviser for the Evergreen Funds, Wachovia’s proprietary mutual fund complex, is now also a wholly-owned subsidiary of Wells Fargo. Evergreen Investments is located at 200 Berkeley Street, Boston, Massachusetts 02116. Funds Management is contemplating proposing various combinations ofWells Fargo Advantage Funds and Evergreen Funds later this year as part of integrating Wachovia together with Wells Fargo. As a result, the Fund may experience additional changes in the future.

In a situation such as this, where a fund board decides to change a sub-adviser, Rule 15a-4 under the Investment Company Act of 1940 (the “1940 Act”) permits a fund to enter into a new investment advisory contract which can only be effective for 150 days from its effective date, unless it is approved by a majority of the fund’s outstanding voting securities within the 150 days. Accordingly, Evergreen Investments will not be permitted to continue to serve as investment sub-adviser to the Fund as described above beyond 150 days from the New Sub-Advisory Agreement effective date of March 2, 2009, unless shareholders of the Fund approve the New Sub-Advisory Agreement within the 150 days. Upon shareholder approval, the New Sub-Advisory Agreement will be in effect for an initial two-year period from the date of its effectiveness.

The Board, on behalf of the Fund, seeks shareholder approval of the New Sub-Advisory Agreement among the Trust, Funds Management and Evergreen Investments on behalf of the Fund.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE NEW SUB-ADVISORY AGREEMENT WITH EVERGREEN INVESTMENTS.

Terms of the Prior Agreement

The date of the Prior Agreement is February 1, 2005. The Board, including a majority of trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, last approved the continuation of the Prior Agreement on March 28, 2008. The Prior Agreement was approved by shareholders of the Fund on January 14, 2005, in conjunction with the replacement of the Fund’s prior investment sub-adviser. As previously noted, the Board, at its February 11, 2009, meeting, unanimously approved the termination of the Prior Agreement with New Star for reasons described below in “Board Considerations in Recommending Approval of the Proposal.”

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Effective March 2, 2009, Evergreen Investments assumed day-to-day investment responsibility under the New Sub-Advisory Agreement for the assets of the Fund.

Subject to the overall supervision and control of Funds Management and subject, in all respects, to the supervision and direction of the Board, New Star was responsible for investing and reinvesting the Fund’s assets in a manner consistent with the Fund’s investment objective, policies and restrictions, and applicable federal and state law. New Star was also responsible for furnishing periodic reports on the investment activity and performance of the Fund, including providing such additional reports and information as Funds Management and the Board and officers reasonably requested. For providing these services, New Star was entitled to receive from Funds Management a sub-advisory fee based on the Fund’s average daily net asset value, payable monthly, at the following rates:

Other Information about New Star

New Star is a wholly-owned investment adviser subsidiary of NSAM. New Star is a corporation organized under the laws of England and Wales, with its principal place of business at 1 Knightsbridge Green, London, England SW1X 7NE.

For the Fund’s fiscal year ended December 31, 2008, New Star received an aggregate amount of $111,956 in sub-advisory fees for rendering sub-advisory services to the Fund under the Prior Agreement from Funds Management out of the advisory fees that Funds Management received from the Fund. During the same period, no commissions on portfolio transactions were paid to any brokers affiliated with New Star.

Other than the payments referenced above, the Fund did not make any other payments to New Star or any entity affiliated with it during the fiscal year ended December 31, 2008.

Information about Evergreen Investments

Evergreen Investments is an affiliate of Funds Management and an indirect, wholly-owned subsidiary of Wells Fargo, with principal offices at 200 Berkeley Street, Boston, MA, 02116. Evergreen Investments is a registered investment adviser that has been managing mutual funds and private investment accounts since 1932. Evergreen Investments also acts as the investment adviser for the Evergreen Funds, and supervises its daily business affairs. As of December 31, 2008, Evergreen Investments managed over $139 billion in assets.

The names and addresses of the principal executive officers and the directors of Evergreen Investments are listed inExhibit A to this Proxy Statement. No officers or trustees of the Trust are officers, directors, employees, shareholders or general partners of Evergreen Investments. No officers or trustees of the Trust have any material interest in Evergreen Investments or in any material transaction in which Evergreen Investments is a party.

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In addition to serving as investment sub-adviser to the Funds, Evergreen Investments serves as the investment sub-adviser to certain other funds which have investment objectives similar to the Fund, as provided below.

In connection with integrating Evergreen Investments into Wells Fargo, at a future date, certain investment personnel and other employees of Evergreen Investments are expected to become employees of Wells Capital Management Incorporated (“Wells Capital Management”), an affiliate of Funds Management and Evergreen Investments and a wholly-owned subsidiary of Wells Fargo. Wells Capital Management, a corporation organized under the laws of the State of California, is a registered investment adviser that provides investment advisory services for registered mutual funds, company retirement plans, foundations, endowments, trust companies, and high net-worth individuals.

Prior Performance History of Certain Funds and Discretionary Accounts Managed by Evergreen Investments

Information about the prior investment performance history of all registered mutual funds and discretionary accounts managed by Evergreen Investments with substantially similar investment objectives, policies and strategies as the Fund is set forth inExhibit B to this Proxy Statement. Such information does not reflect the performance results of the Fund and is not indicative of future performance of the Fund.

Comparison of the Prior Agreement to the New Sub-Advisory Agreement

The terms of the New Sub-Advisory Agreement are generally the same as those of the Prior Agreement, with specific differences described below. Under the specific terms of the New Sub-Advisory Agreement, Evergreen Investments is responsible, subject to oversight by Funds Management, as the Fund’s primary investment adviser, and by the Board for managing the investment and reinvestment of the assets of the Fund in a manner consistent with the Fund’s investment objective, policies and restrictions, and applicable federal and state law. As such, Evergreen Investments has full discretion and is authorized to place orders, issue instructions, and select broker-dealers for the purchase and sale of securities and other investment assets for the Fund.

For providing these services under the New Sub-Advisory Agreement, Evergreen Investments is currently compensated at the same fee rate previously paid to New Star, as shown in the table below (the “Interim Fees”). The Interim Fees are lower than Evergreen Investments’ ongoing sub-advisory fees under the New Sub-Advisory Agreement (the “New Sub-Advisory Fees”), which are shown in the table below, and which will become effective upon shareholder approval of the New Sub-Advisory Agreement. The New Sub-Advisory Fees are higher than those paid to New Star under the Prior Agreement and higher than the Interim Fees currently paid to Evergreen Investments under the New Sub-Advisory Agreement. Because the ongoing fees are paid by Funds Management out of its advisory fees (which are remaining the same), the New Sub-Advisory Fees will not affect the fees that Fund shareholders pay.

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The table below provides the actual dollar amount that Funds Management paid to New Star for sub-advisory services out of the advisory fees it received from the Fund during the fiscal year ended December 31, 2008. The table also provides an estimated amount of fees that would have been paid by the Fund had the New Sub-Advisory Fees been in place during the same period.

A comparison of the New Sub-Advisory Agreement to the Prior Agreement follows below. A form of the New Sub-Advisory Agreement is attached asExhibit C to this Proxy Statement.

Similar to the Prior Agreement, under the New Sub-Advisory Agreement, Evergreen Investments would be responsible for providing additional services related to the continuous investment program for the Fund, including recordkeeping services, and would be obligated to comply with all the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). However, unlike the Prior Agreement, the New Sub-Advisory Agreement specifies that Funds Management is responsible for compliance with any statute, rule, regulation, guideline or restriction that applies to the Fund’s investment portfolio as a whole, and that Evergreen Investments is obligated to follow any instruction it receives from Funds Management pertaining to such matters.

Similar to the requirements imposed on New Star under the Prior Agreement, the New Sub-Advisory Agreement would require Evergreen Investments to comply with investment guidelines, policies and restrictions established by the Board that have been communicated in writing to Evergreen Investments; all applicable provisions of the 1940 Act and the Investment Advisers Act of 1940 and any rules and regulations adopted by the SEC thereunder; the registration statement of the Trust as it may be amended from time to time; the provisions of the Declaration of Trust of the Trust, as it may be amended and supplemented from time to time; the provisions of the Internal Revenue Code; and any other applicable provisions of state or federal law and any rules and regulations adopted thereunder, to the extent that such laws, rules or regulations impact the provision of services by Evergreen Investments as described herein. Under the terms of the New Sub-Advisory Agreement, Evergreen Investments is required to notify Funds Management promptly if it violates any of the above or if it undergoes any changes that would impact disclosure in the Trust’s registration statement.

If approved by shareholders of the Fund, the New Sub-Advisory Agreement would continue in effect for an initial term of two years from the date of its effectiveness, which was March 2, 2009. After the initial term, the New Sub-Advisory Agreement is renewable annually for no more than one year by vote of the Board or the shareholders. The New Sub-Advisory Agreement may be terminated at any time without penalty by written notice of the Fund to Evergreen Investments in the event that the Board or the shareholders vote to terminate the New Sub-Advisory Agreement, or by Funds Management or Evergreen Investments upon 60 days’ written notice. Consistent with the federal securities laws, the New Sub-Advisory Agreement also would terminate automatically upon its “assignment” as defined in the 1940 Act.

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If the New Sub-Advisory Agreement is not approved by shareholders, the Fund will continue to operate in the same manner as it currently does while the Board considers an appropriate course of action.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU INSTRUCT THE PARTICIPAING INSURANCE COMPANY THAT ISSUED YOUR CONTRACT TO VOTE IN FAVORFOR THE ELECTION OF THIS PROPOSAL.EACH NOMINEE AS A TRUSTEE.

BOARD CONSIDERATIONS IN RECOMMENDING APPROVAL OF THE PROPOSAL

At an in-person Board meeting held on February 11, 2009,By Order of the Board of Trustees, all the members of which are not “interested persons” of the Trust, as defined in the 1940 Act, discussed and unanimously approved the New Sub-Advisory Agreement among Evergreen Investments, Funds Management, and the Trust on behalf of the Fund and unanimously agreed to recommend that shareholders of that Fund approve the New Sub-Advisory Agreement. The Trustees had been provided with detailed materials relating to Evergreen Investments in advance of the meeting, received a presentation concerning Evergreen Investments’ experience, personnel and investment processes and strategies, and the performance history of its senior investment professionals, and met with investment professionals of Evergreen Investments, including the proposed lead portfolio manager of the Fund, at the meeting. The Independent Trustees also met in executive session with their independent legal counsel during the meeting to discuss information relating to the Proposal and the possible effect on the Fund. After receiving and considering the information described herein, the Board, including the Independent Trustees advised by their independent legal counsel, determined that it was in the best interest of the Fund’s shareholders to replace the Prior Agreement with New Star with the New Sub-Advisory Agreement with Evergreen Investments and unanimously approved the New Sub-Advisory Agreement, subject to the required shareholder approval. The Board noted that the New Sub-Advisory Agreement would not be effective for more than 150 days from its effective date, unless it was approved by Fund shareholders within the 150 days. The Board further noted that upon shareholders approving the New Sub-Advisory Agreement, it would be in effect for an initial two-year period from the date of its effectiveness. The following is a summary of the Board’s discussion and views regarding certain factors relevant to its consideration of the New Sub-Advisory Agreement.

Nature, Extent and Quality of ServicesC. DAVID MESSMAN
Secretary

The Board received and considered various data and information that it believed necessary to evaluate the nature, extent and quality of services provided to the Fund by New Star under the Prior Agreement and proposed to be provided by Evergreen Investments to the Fund under the New Sub-Advisory Agreement. The Board noted that the nature and extent of services under the Prior Agreement and New Sub-Advisory Agreement were substantially similar in that New Star was, and Evergreen Investments would be, required to provide day-to-day portfolio management services for the assets of the Fund and comply with all Fund policies and applicable laws, rules and regulations. Among other information, the Board reviewed and analyzed materials on Evergreen Investments and considered a presentation by Evergreen Investments, both of which included, among other things, information about the background and experience of the senior management and the expertise of the investment personnel of Evergreen Investments.August 1, 2017

With respect to the quality of services anticipated to be provided by Evergreen Investments, the Board considered, among other things, the background and experience of Evergreen Investments’ senior management and the expertise of, and amount of attention expected to be given to the Fund by, senior investment personnel of Evergreen Investments. In so doing, the Board also reviewed the qualifications, backgrounds and responsibilities of the portfolio manager who was expected to be primarily responsible for day-to-day portfolio management services furnished to the Fund. In particular, the Board was informed that Evergreen Investments’ portfolio management team members have an average experience of over 14 years in the money management industry, its portfolio management team had worked together for approximately 14 years, and that the proposed portfolio manager to the Fund possessed strong capabilities in pursuing a well-diversified international equity investment strategy.

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The Board also took note of uncertainty about the continuity of services and personnel at New Star, in light of a potential restructuring or acquisition of New Star’s parent company, NSAM. The Board also considered the Fund’s underperformance relative to its benchmark and peer group while managed by New Star. In addition, the Board gave considerable weight to the rigorous and extensive analysis conducted by Funds Management in screening prospective sub-advisers to identify and recommend Evergreen Investments.

Based on the above factors, together with those referenced below, the Board concluded that it anticipated that the nature, extent and quality of the investment sub-advisory services to be provided to the Fund by Evergreen Investments would be satisfactory and that there was a reasonable basis on which to conclude that the quality of investment sub-advisory services to be provided by Evergreen Investments under the New Sub-Advisory Agreement should equal or exceed the quality of investment sub-advisory services provided by New Star under the Prior Agreement.

Performance.WELLS FARGO VARIABLE TRUST
PROXY STATEMENT

The Board received and considered information about the investment performance during specified periods of a composite of mutual funds and discretionary investment accounts managed by senior investment professionals of Evergreen Investments that followed investment objectives and strategies substantially similar to the Fund’s investment objectives and strategies, as proposed to be modified. The Board noted the limitations inherent in such performance data, and compared such performance data to an appropriate benchmark and peer group and to the historic performance of the Fund while managed by New Star.

Based on the above-referenced considerations and other factors, the Board concluded that it was reasonable to retain Evergreen Investments to sub-advise the Fund.

Sub-Advisory Fee Rates.

The Board also reviewed and considered the contractual investment sub-advisory fee rates that would be payable by Funds Management to Evergreen Investments for investment sub-advisory services (the “Sub-Advisory Agreement Rates”) under the New Sub-Advisory Agreement. The Board noted that for providing these services under the New Sub-Advisory Agreement, Evergreen Investments would be compensated at the same fee rate previously paid to New Star until receipt of shareholder approval of the New Sub-Advisory Agreement (the “Interim Fee Rate”). The Board further noted that the Interim Fee Rate is lower than Evergreen Investments’ ongoing sub-advisory fee rate under the New Sub-Advisory Agreement, which will become effective upon shareholder approval of the New Sub-Advisory Agreement (the “New Sub-Advisory Fee Rate”). The Board considered that the New Sub-Advisory Fee Rate is higher than the rate paid to New Star under the Prior Agreement and higher than the Interim Fee Rate to be paid to Evergreen Investments under the New Sub-Advisory Agreement, but noted that the ongoing fees to be paid to Evergreen Investments pursuant to the New Sub-Advisory Agreement would be paid by Funds Management out of its advisory fees, and would not be paid directly by the Fund’s shareholders. The Board concluded that the Sub-Advisory Agreement Rates are fair and equitable, based on its consideration of the factors described above.

Profitability.

The Board did not consider profitability information with respect to Evergreen Investments. The Board noted that Funds Management represented to it that the sub-advisory fee rates payable to Evergreen Investments had been negotiated by Funds Management on an arm’s length basis and that Evergreen Investments’ separate profitability from its relationship with the Fund was not a material factor in determining whether to approve the New Sub-Advisory Agreement. Moreover, because the proposed engagement of Evergreen Investments would be made under a new sub-advisory contract, there is no historical profitability with regard to its proposed arrangements with the Fund. The Board also considered that any projection of profitability would in any event be uncertain, given that such a projection would depend on many assumptions, which are by their nature speculative.

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Economies of Scale.

The Board did not review specific information regarding anticipated economies of scale with respect to the management of the Fund, principally because it regards that information as less relevant at the sub-adviser level. It reviews information regarding potential economies of scale at its annual, in-person meeting to consider the reapproval of the Fund’s investment advisory agreement with Funds Management.

Information about Services to Other Clients.

The Board received and considered information about the fee rates charged by Evergreen Investments to separate accounts and mutual funds managed using the same or similar investment style proposed to be used for the Fund. The Board concluded that the Sub-Advisory Agreement Rates were appropriate relative to the fee rates charged to separate accounts and mutual funds by Evergreen Investments.

Other Benefits to Evergreen Investments.

The Board considered potential “fall-out” or ancillary benefits that could be received by Evergreen Investments as a result of its relationship with the Fund, and noted that such benefits could include, among others, benefits directly attributable to the relationship of Evergreen Investments with the Fund (such as soft-dollar credits, which are credits obtained with portfolio brokerage commissions that are used to purchase research products and services from brokers) and benefits potentially derived from an increase in Evergreen Investments’ business as a result of its relationship with the Fund. The Board concluded that other ancillary benefits that Evergreen Investments and its affiliates could receive were not unreasonable.

Other Considerations.

The Board considered the nature and extent of the sub-adviser selection process, noting Evergreen Investments’ status as an affiliate of Funds Management following the recent merger of Wachovia with and into Wells Fargo. The Board noted that the sub-adviser selection process for the Fund was conducted on an arm’s length basis and that Funds Management described a rigorous and extensive search in screening prospective sub-advisers to identify and recommend Evergreen Investments. Evergreen Investments was selected as sub-adviser to the Fund based on the nature, extent and quality of the services anticipated to be provided by Evergreen Investments to the Fund.

Conclusion.

No single factor was determinative. Rather, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously concluded that the terms of the New Sub-Advisory Agreement are fair and equitable and that approval of the New Sub-Advisory Agreement was in the best interest of the Fund and its shareholders. Accordingly, the Board unanimously approved the New Sub-Advisory Agreement on an interim basis and for an initial two-year period as described above, subject to approval by shareholders.

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OTHER INFORMATION

Additional information about the Fund is available in the:

Copies of these documents are available upon request without charge by writing to, calling or visiting our Web site:

Wells Fargo Advantage Funds

P.O. Box 8266

Boston, MA 02266-8266

1-800-222-8222

www.wellsfargo.com/advantagefunds

You also may view or obtain these documents from the SEC:

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INFORMATION ON VOTING

This Proxy Statementproxy statement is being providedfurnished in connection with the solicitation of proxies by the Board to solicit your vote to approve the proposed New Sub-Advisory Agreement for the Fund at a special meeting of shareholders. The Meeting will be held on July 1, 2009, at 4:00 p.m. (Pacific Time) at 525 Market Street, 12th Floor, San Francisco, California 94105.

As of the Record Date, various participating insurance companies,and on behalf of their separate accounts, were the primary shareholdersBoard of recordTrustees (the "Board") of Wells Fargo Variable Trust (the "Trust") for a Special Meeting of Shareholders (the "Meeting") of the Fund. AlthoughTrust to be held at 200 Berkely Street, 19th Floor, Boston, Massachusetts 02116, on September 26, 2017 at 1:00 p.m. Eastern time. If you wish to participate in the Meeting or any adjournments thereof, you may submit the voting instruction card included with this proxy statement by mail, provide your voting instructions by telephone or over the Internet by following the instructions contained in the voting instruction card, or attend the Meeting or any adjournments thereof in person. The Trust anticipates that voting instructions submitted by mail, telephone or over the Internet will be accepted until the close of business on September 25, 2017. Voting instructions may also be properly submitted in person at the Meeting or any adjournments thereof. If you wish to attend the Meeting or any adjournments thereof in person, please call (866) 521-4424 for instructions.

You are receiving this proxy statement because you own a variable annuity contract holders are not direct shareholdersor a variable life insurance policy (each, a "Contract") issued by an insurance company that offers one or more series of the Fund, toTrust (each, a "Fund") as underlying investment options for the extent theyContract (each, a "Participating Insurance Company") and have allocated some or alla portion of their contractyour Contract value to sharesone or more of the Fund, theyFunds (each, a "Contract Owner"). As a Contract Owner, you have the right to instruct the insurance companyParticipating Insurance Company that issued their contractsyour Contract how these shares of each Fund attributable to your Contract should be voted atas though you are a direct shareholder of the Meeting.

Fund. For simplicity, references to "shareholders" include Contract holdersOwners (and other persons or entities that have voting rights in relation to the contract value maintained in the participating insurance company sub-accounts. Contract holders do not have voting rights in relation to the account value maintained in any fixed allocations or in relation to fixed or adjustable annuity payments. Contract holders give instructions to the participating insurance company with respect to the number of shares represented by the sub-account units attributable to their annuity or policy contract. The number of shares for which a contract holder is entitledare being asked to provide voting instructions) and references to "votes" include voting instructions.

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

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

You may obtain a copy of this proxy statement, the accompanying Notice of Special Meeting of Shareholders and the voting instruction card without charge by visiting the website indicated on your voting instruction card. In addition, each Fund's most recent annual report and semi-annual report were previously mailed to shareholders. You may obtain copies of these reports, without charge, by writing to the Trust at Wells Fargo Funds, P.O. Box 8266, Boston, MA 02266-8266, by calling (800) 260-5969 or by visiting the Wells Fargo Funds website at www.wellsfargofunds.com.

Proxy Solicitation

As is determined by dividing hisset forth in the accompanying notice, shareholders of the Trust are being asked to elect ten nominees to the Board. The Board proposes: (i) that the following eight current Trustees be elected or herre-elected to serve as Trustees of the Trust: Mr. William Ebsworth, Ms. Jane Freeman, Mr. Isaiah Harris, Jr., Ms. Judith Johnson, Mr. David Larcker, Ms. Olivia Mitchell, Mr. Timothy Penny and Mr. Michael Scofield; and (ii) that the following two individuals, who recently became members of the Advisory Board of the Trust, be elected to serve as Trustees of the Trust: Mr. James Polisson and Ms. Pamela Wheelock (collectively, the "Nominee Trustees" or "Nominees"). If the slate of Nominees is elected, effective on January 1, 2018, the Board will consist of ten Trustees, none of whom would be an "interested person" of the Trust (the "Independent Trustees") within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

For Contract Owners having contract value allocated to the Fund on the Record Date by the share valueseparate accounts of the Fund onParticipating Insurance Companies that are invested in shares of the Record Date.

The participating insurance companies have advisedFunds (the "Separate Accounts"), the Trust that theySeparate Accounts are the shareholders of record of the Funds. Each Participating Insurance Company will vote shares of the FundFund(s) held by themits Separate Accounts at the Meeting in accordance with voting instructions received from contract holdersContract Owners for whose accounts theSeparate Accounts shares are held. The participating insurance companies have also advisedAccordingly, this proxy statement is intended to be used by each Participating Insurance Company in obtaining voting instructions from Contract Owners. In the Trustevent that theya Contract Owner does not sign or return a voting instruction card specifying a choice, the relevant Participating Insurance Company will vote the shares held by each of its Separate Accounts attributable to assets held in the sub-accounts for which they have not received voting instructions,Contract Owner in the same manner and proportion as the shares held by that Separate Account for which they haveit has received instructions. If no Contract Owners of a Separate Account sign or return voting instructions. Asinstruction cards specifying a resultchoice, the relevant Participating Insurance Company will vote any shares held by such Separate Account in the same proportion as votes cast by all of its other Separate Accounts in the aggregate. One effect of this system of proportional voting process,is that a relatively small number of contract holders canContract Owners may determine the outcome of the votes.vote.

You may vote in one of four ways.

Please note that to vote via the Internet or telephone, you will need the “control number” that is printed onMeeting and providing your proxy card.voting instructions in person.

You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit a later dated proxy or a written notice of revocation to the Fund. You also may give written notice of revocation in person at the Meeting. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy, or, if no specification is made, FOR the Proposal.

If you object to the Proposal, you will not be entitled under either Delaware law or the Trust’sThe Trust's Amended and Restated Declaration of Trust to demand payment for, or an appraisal(the "Declaration") provides that the holders of your Fund shares.

Only shareholdersthirty-three and a third percent (33 1/3%) of record on March 31, 2009, arethe shares issued and outstanding, entitled to receive notice of, and to vote at, the Meeting. Each whole and fractional share of the Fund held as of March 31, 2009, is entitled to a whole or fractional vote. The presence in person or by proxy, shall constitute a quorum for the transaction of one-thirdbusiness at the Meeting. However, because the Separate Accounts are the holders of record of the outstanding shares of the Fund is required to constitute a quorum. BecauseTrust, the participating insurance companies are holders of record of a majority of outstanding shares,

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the FundTrust expects a quorum to be present for the meeting. Approval of the Proposal requires approval by a “majority of outstanding voting securities” of the Fund. This majority is defined by the 1940 Act as the lesser of (1) 67% or more of the voting shares of the Fund present at the Meeting, provided that holders of more than 50% of the Fund’s outstanding shares are present or represented by proxy, or (2) more than 50% of the Fund’s outstanding voting securities.

The election inspectors will count your vote at the Meeting if cast in person or by proxy. The election inspectors will count:

Broker non-votes are(i.e., shares held in street name forby brokers or nominee entities as to which the broker indicates that(i) instructions have not been received from the beneficial owners or other persons entitled to vote and for which(ii) the broker lacksor nominee entity does not have discretionary voting authority.power on a particular matter), and votes that are withheld will count for purposes of determining whether a quorum is present but will have no effect with respect to the election of Trustees.

The Board knowsaffirmative vote of no matters other thana majority of the Proposal describedoutstanding shares of the Trust voted in this Proxy Statement that will be brought before the Meeting. If, however, any other matters properly come beforeperson or proxy at the Meeting, itwith all Funds voting together as a single class, is required for the Board’s intention that proxies will be voted on such matters based on the judgmentelection of the persons named in the enclosed form of proxy. Trustees.

In the event that a quorum is not present forat the Meeting or in the event that a quorum is present but sufficient votes to approve any proposed itemthe proposal are not received, by the Fund,persons named as proxies may propose one or more adjournment(s) may be proposedadjournments of the Meeting to permit further solicitation of proxies. Anyproxies as to the proposal. 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(s) will requireadjournment those votes marked as withheld. The Meeting, whether or not a quorum is present, may be adjourned from time to time by the affirmative vote of a majority of the shares that are represented at the Meeting, either in person or by proxy. If a quorum is present,proxy, or by the persons named as proxies will vote those proxies which they are entitled to vote FORchair of the ProposalMeeting, in favor of such adjournment(s),his or her discretion. Abstentions and will vote those proxies required to be voted AGAINST the Proposal against any adjournment(s).

In addition to the solicitation of proxies by mail or expedited delivery service, certain officers and employees of Funds Management or an affiliate of theWells Fargo Advantage Funds, whobroker non-votes will not be paid for their services, orvoted on a solicitor, may solicit proxies by telephone, facsimile, verbal, Internet, or email communication.motion to adjourn.

The Funds Management has engaged the proxy solicitation firm of Computershare Fund Services, Inc. at an anticipated cost of approximately $14,623 plus out-of-pocket expenses, for their services in soliciting proxies from brokers, banks, other institutional holders and individual shareholders. Funds Management, and not the Fund, will pay all ofbear the costs associated with the preparationelection of this Proxy StatementTrustees. Solicitation may be undertaken by mail, telephone, facsimile and personal contact. The Trust has engaged AST Fund Solutions, LLC to solicit proxies for a fee of approximately $29,390. This fee will be borne by the solicitation of proxies.Funds.

Outstanding SharesVoting Securities and Principal Holders Thereof

Shareholders of record of the Funds at the close of business on June 2, 2017 (the "Record Date") are entitled to vote at the Meeting or any adjournments thereof to the extent set forth in this proxy statement. As of the Record Date, each class of each Fund of the FundTrust had the following number of shares of the Funds outstanding:

Principal Shareholders

The federal securities laws require that we include information aboutnumber of outstanding shares of a Fund for which a Contract Owner may give voting instructions is equal to the shareholders who own 5%number of shares, or morefraction of shares, held in the Separate Account attributable to the Contract Owner as of the outstanding voting sharesRecord Date. Each shareholder is entitled to one vote for each share, and a fractional vote for each fraction of a share, as to any matter on which the share is entitled to vote. Shares of all classes of all Funds vote together as a single class.

Please see Exhibit A for a list of persons reflected on the books and records of the Fund. To the knowledge ofWells Fargo Advantage Funds, the following persons are the only persons who owned as owning of record or beneficially 5% or more of the outstanding shares of theany class of a Fund as of the Record Date.

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For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder identified in the foregoing table is identified as the beneficial holder of more than 25% of the Fund, or is identified as the holder of record of more than 25% of the Fund and has voting and/or investment power, it may be presumed to control the Fund.July 10, 2017.

As of March 31, 2009, the officersRecord Date, the Nominees, who include eight current Trustees and trusteestwo recently appointed Advisory Board members, and officers of the Trust as a group beneficially owned in the aggregage less than 1% of each class of shares of each Fund and, together with their immediate family members, less than 1% of the outstanding securities of Wells Fargo, the parent company of Wells Fargo Funds Management, LLC ("Funds Management"), the Funds' manager, and Wells Capital Management Incorporated, the sub-adviser to the Funds (the "Sub-Adviser").

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

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

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

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

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

Trustee and Nominee Trustee Information

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

The following table contains specific information about the dollar range of equity securities beneficially owned by each Trustee and each Nominee Trustee as of May 31, 2017 in each Fund and the aggregate dollar range of equity securities in other funds in the Fund Complex overseen by the Trustees, stated as one of the following ranges: A = $0; B = $1 - $10,000; C = 10,001 - $50,000; D = $50,001 - $100,000; and E = Over $100,000.

The Board of Trustees and Its Leadership Structure

Overall responsibility for oversight of the Trust and the Funds rests with the Board. The Board has engaged Funds Management to manage the Funds on a day-to day basis. The Board is responsible for overseeing Funds Management and other service providers in the operation of the Trust in accordance with the provisions of the 1940 Act, applicable provisions of Delaware law, other applicable laws and the Declaration. The Board is currently composed of nine members, each of whom is an Independent Trustee. The Board currently conducts regular in-person meetings five times a year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.

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

The Board also has established several standing committees to assist the Board in the oversight and direction of the business and affairs of the Trust, and from time to time may establish informal working groups to review and address the policies and practices of the Trust with respect to certain specified matters. Additionally, the Board has established investment teams to review in detail the performance of each of the Funds, to meet with portfolio managers, and to report back to the full Board. The Board occasionally engages independent consultants to assist it in evaluating initiatives or proposals. The Board believes that the Board's current leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees of Trustees and the full Board in a manner that enhances effective oversight. The leadership structure of the Board may be changed, at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Trust.

Committees.

The Board has established a standing Governance Committee, a standing Audit Committee, a standing Valuation Committee and a standing Dividend Committee to assist the Board in the oversight and direction of the business and affairs of the Trust. The Governance Committee and Audit Committee operate pursuant to charters approved by the Board. The Valuation Committee's responsibilities are set forth in Valuation Procedures approved by the Board, and the Dividend Committee's responsibilities were set forth by the Board when it established the Committee. Each Independent Trustee is a member of the Trust's Governance Committee, Audit Committee and Valuation Committee. The Dividend Committee is comprised of three Independent Trustees.

(1) Governance Committee. Except with respect to any trustee nomination made by an eligible shareholder or shareholder group as permitted by applicable law and applicable provisions of the Declaration, the Committee shall make all nominations for membership on the Board. The Committee shall evaluate each candidate's qualifications for Board membership and his or her independence from the Funds' manager, sub-adviser(s) and principal underwriter(s) and, as it deems appropriate, other principal service providers. Peter Gordon serves as the chairman of the Governance Committee.

The Governance Committee has adopted procedures by which a shareholder may properly submit a nominee recommendation for the Committee's consideration, which are set forth in Appendix A to the Trust's Governance Committee Charter. The shareholder must submit any such recommendation (a "Shareholder Recommendation") in writing to the Trust, to the attention of the Trust's Secretary, at the address of the principal executive offices of the Trust. The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address, and nationality of the person recommended by the shareholder (the "candidate"), (B) the series (and, if applicable, class) and number of all shares of the Fund.Trust owned of record or beneficially by the candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f ) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted by the Securities and Exchange Commission ("SEC") (or the corresponding provisions of any regulation or rule subsequently adopted by the SEC or any successor agency applicable to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be an "interested person" of the Trust (as defined in the 1940 Act) and information regarding the candidate that will be sufficient for the Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholder's name as it appears on the Trust's books; (iv) the series (and, if applicable, class) and number of all shares of the Trust owned beneficially and of record by the recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Governance Committee may require the candidate to interview in person or furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve as a Trustee of the Trust. The Governance Committee has full discretion to reject candidates recommended by shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be nominated for election to the Board. In the event of any conflict or inconsistency with respect to the requirements applicable to a Shareholder Recommendation as between those established in the procedures and those in the By-Laws of a closed-end fund, the requirements of the By-Laws of such closed-end fund shall control.

The Governance Committee may from time-to-time propose nominations of one or more individuals to serve as members of an "advisory board," as such term is defined in Section 2(a)(1) of the 1940 Act. For more information relating to shareholder recommendations, please see the Trust's Governance Committee Charter attached as Exhibit B.

Other Information(2) Audit Committee. The Audit Committee oversees the Funds' accounting and financial reporting policies, including their internal controls over financial reporting; oversees the quality and objectivity of the Funds' financial statements and the independent audit thereof; and interacts with the Funds' independent registered public accounting firm on behalf of the full Board and with appropriate officers of the Trust. Judith M. Johnson serves as the chairman of the Audit Committee.

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

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

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

The Board of Trustees and Risk Oversight

The Funds and the Trust are subject to a number of risks, including investment, compliance, operational, liquidity and valuation risks, among others. Day-to-day risk management functions are subsumed within the responsibilities of Funds Management, the Sub-Adviser and other service providers (depending on the nature of the risk), who carry out the Funds' investment management and business affairs. Each of Funds Management, the Sub-Adviser and other service providers have their own, independent approach to risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.

Risk oversight forms part of the Board's general oversight of the Funds and the Trust and is addressed as part of various Board and Committee activities. The Board recognizes that it is not possible to identify all of the risks that may affect a Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects and that it is necessary for the Funds to bear certain risks (such as investment-related risks) to pursue their goals. As part of its regular oversight of the Trust, the Board, directly or through a Committee, interacts with and reviews reports from, among others, Funds Management, the Sub-Adviser, the Chief Compliance Officer of the Funds, the Chief Risk Officer of Funds Management, the independent registered public accounting firm for the Funds, and internal compliance auditors for Funds Management or its affiliates, as appropriate, regarding risks faced by the Funds and relevant risk functions. The Board, with the assistance of its investment teams, also reviews investment policies and risks in connection with its review of the Funds' performance, and considers information regarding the oversight of liquidity risks from Funds Management's investment personnel. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Funds' compliance program and regularly reports to the Board regarding compliance matters for the Funds and their principal service providers. Funds Management has appointed a Chief Risk Officer to enhance the framework around the assessment, management, measurement and monitoring of risk indicators and other risk matters concerning the Funds and develop periodic reporting of risk management matters to the Board. In addition, as part of the Board's periodic review of the Funds' advisory, subadvisory and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board oversees a management valuation team comprised of officers and employees of Funds Management, has approved and periodically reviews written valuation policies and procedures applicable to valuing Fund portfolio investments, and has established a valuation committee of Trustees. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

Qualifications of Trustees

The Declaration does not set forth any specific qualifications to serve as a Trustee other than that no person shall stand for initial election or appointment as a Trustee if such person has already reached the age of 72. The Charter and the Statement of Governance Principles of the Governance Committee also do not set forth any specific qualifications, but do set forth certain factors that the Governance Committee may take into account in considering Trustee candidates and a process for evaluating potential conflicts of interest, which identifies certain disqualifying conflicts.

Among the attributes or skills common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, Funds Management, the Sub-Advisers, other service providers, counsel and the independent registered public accounting firm, and to exercise effective and independent business judgment in the performance of their duties as Trustees. Each Trustee's ability to perform his or her duties effectively has been attained through the Trustee's business, consulting, public service, professional and/or academic positions and through experience from service as a board member of the Trust and the other funds in the Fund Complex (and/or in other capacities, including for any predecessor funds), other registered investment companies, public companies, and/or non-profit entities or other organizations. Each Trustee's ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences. The specific experience, qualifications, attributes and/or skills that led to the conclusion that a Trustee or Nominee should serve as a Trustee of the Trust are as set forth below.

William R. Ebsworth. Mr. Ebsworth has served as a Trustee of the trusts in the Fund Complex and Asset Allocation Trust since January 1, 2015. From 1984 to 2013, he was an equities analyst, portfolio manager, research director at Fidelity Management and Research Company in Boston, Tokyo, and Hong Kong, and retired in 2013 as Chief Investment Officer of Fidelity Strategic Advisers, Inc. where he led a team of investment professionals managing client assets. Prior thereto, he was a Board member of Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand International Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire Fidelity Investments Life Insurance Company. Mr. Ebsworth is a CFA® charterholder and an Adjunct Lecturer, Finance, at Babson College.

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

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

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

Judith M. Johnson. Ms. Johnson has served as a Trustee of the trusts in the Fund Complex since 2008 and as Chair of the Audit Committee since 2009. She has also served as a Trustee and Chair of the Audit Committee of Asset Allocation Trust since 2010. She served as the Chief Executive Officer and Chief Investment Officer of the Minneapolis Employees Retirement Fund for twelve years until her retirement in 2008. Ms. Johnson is a licensed attorney, as well as a certified public accountant and a certified managerial accountant. Ms. Johnson has been determined by the Board to be an audit committee financial expert as such term is defined in the applicable rules of the SEC.

David F. Larcker. Mr. Larcker has served as a Trustee of the trusts in the Fund Complex since 2009 and was an Advisory Board member from 2008 to 2009. He has also served as a Trustee of Asset Allocation Trust since 2010. Mr. Larcker is the James Irvin Miller Professor of Accounting at the Graduate School of Business of Stanford University. He is also the Morgan Stanley Director of the Center for Leadership Development and Research and Co-director of The Rock Center for Corporate Governance at Stanford University. He has been a professor of accounting for over 30 years. He has written numerous articles on a range of topics, including managerial accounting, financial statement analysis and corporate governance.

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

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

James G. Polisson. Mr. Polisson was appointed as an Advisory Board member effective August 1, 2017. Mr. Polisson has extensive experience in the financial services industry, including over 15 years in the ETF industry. From 2015 to July 31, 2017, Mr. Polisson was the Chief Marketing Officer of Source (ETF) UK Services, Ltd., one of the largest providers of exchange-traded products in Europe. From 2012 to 2015, Mr. Polisson was Principal of The Polisson Group, LLC, a management consulting, corporate advisory and principal investing firm. Prior to 2012, Mr. Polisson was Chief Executive Officer and Managing Director of Russell Investments' global ETF business from 2010. He was also a member of the Board of Trustees of Russell Exchange Traded Funds Trust, where he served as Chairman, President and Chief Executive Officer from 2011 to 2012. Mr. Polisson also served as Chief Marketing Officer for Barclays Global Investors from 2000 to 2010, where he led global marketing for the iShares ETF business.

Michael S. Scofield. Mr. Scofield has served as a Trustee of the trusts in the Fund Complex since 2010. He has also served as a Trustee of Asset Allocation Trust since 2005. Mr. Scofield previously served as a Trustee of the Evergreen fund complex (and its predecessors) from 1984 to 2010, where he served as Chairman of the Board. He previously served on the Investment Company Institute's Board of Governors and Executive Committee. He also served as a member and former chairman of the Independent Directors Counsel, an organization dedicated to serving the independent investment company director community, a member of the board of directors of the Mutual Fund Directors Forum, and other leadership positions in the investment company industry. He previously worked as an attorney with the Law Offices of Michael S. Scofield.

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

Communications with Board Members

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

Current Officers

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

The President oversees the operations of the Funds. The Secretary is responsible for maintaining the minutes of all meetings and a record of other actions of Trustees and shareholders. The Treasurers are responsible for maintaining the books and records of the Funds and for working with the Funds' portfolio managers on a continuous basis to ensure that accounting records are properly maintained. The Chief Compliance Officer is responsible for reviewing Fund policies and procedures and monitoring the Funds' compliance with them.

Remuneration of Officers and Trustees

Fees, salaries or other remuneration of officers of the Trust who also serve as officers or employees of Funds Management or any of its affiliated companies are borne by Funds Management or the Wells Fargo affiliate for whom the individual serves. The Trust's principal executive officers do not receive any compensation or expense reimbursement from the Funds. The Funds reimburse all Trustees for expenses incurred in connection with attending meetings of the Board. The Trustees do not receive any pension or retirement benefits from the Funds. The Advisory Board members did not receive any compensation from the Funds during each Fund's most recent fiscal year.

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

Independent Registered Public Accounting Firm

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

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

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

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

In approving the selection of KPMG for the Funds, the Audit Committee considered, in addition to other practices and requirements relating to the selection of the Funds' independent registered public accounting firm, whether any services performed by KPMG for the Funds and the manager and for certain related parties for which KPMG received non-audit fees are compatible with maintaining the independence of KPMG as the Trust's independent registered public accounting firm.

Auditor Independence.

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

The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client's equity securities (referred to as a "more than ten percent owner"). For purposes of the Loan Rule, audit clients include all of the series of the Fund Complex, including the Funds. KPMG has informed the Audit Committee that it and certain of its covered persons have relationships with one or more lenders who hold, as record owner, more than ten percent of the shares of certain series of the Fund Complex, which implicates the Loan Rule.

On June 20, 2016, the SEC staff issued a "no-action" letter to another mutual fund complex (see Fidelity Management & Research Company, et al., No-Action Letter) (the "No-Action Letter") related to the Loan Rule. In the No-Action Letter, the SEC staff provided assurances that it would not recommend enforcement action against a fund that relied on audit services performed by an accounting firm that was not in compliance with the Loan Rule in certain specified circumstances. In connection with prior independence determinations, KPMG has communicated that, after evaluating the facts and circumstances and the Loan Rule and No-Action Letter, the relationships reported to the Audit Committee had no bearing on its ability to be objective and impartial in the performance of its audits of the Funds and that it believes that a reasonable investor, with knowledge of all relevant facts and circumstances, would reach the same conclusion.

In connection with this proxy solicitation, Funds Management has inquired whether any more than ten percent owners of a Fund as of the Record Date have discretion to vote at the Meeting. In the event any such owners with discretionary voting authority have covered loans outstanding with KPMG or any of its covered persons, the Fund may be ineligible to rely on the No-Action Letter. Funds Management's inquiry revealed several such owners with discretionary voting authority and covered loans outstanding. Notwithstanding these lending relationships, after performing its independence evaluation, KPMG has concluded that such relationships have no bearing on its ability to be objective and impartial in the performance of its audits of the Funds and that it believes that a reasonable investor, with knowledge of all relevant facts and circumstances, would reach the same conclusion.

Fees.

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

Service Providers

Funds Management, an affiliate of Wells Fargo, a diversified financial services company providing banking, insurance, investment, mortgage and consumer finance services, currently serves as the Funds' manager and class-level administrator. Funds Management is an indirect, wholly owned subsidiary of Wells Fargo. The principal business address of Funds Management is 525 Market Street, San Francisco, California 94105.

Wells Fargo Funds Distributor, LLC an affiliate of Funds Management located at 525 Market Street, 12th Floor, San Francisco, CA 94105 serves as the Fund’s principal underwriter, and isdistributor of the Funds.

Wells Capital Management Incorporated, located at 525 Market Street, San Francisco, California 94105.94105, serves as investment sub-adviser to the Funds.

Other Business

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

Required Vote for Proposal

The affirmative vote of a majority of the outstanding shares of the Trust voted in person or by proxy at the Meeting is required for the election of Trustees.

Notice

A Certificate of Trust in respect of the Trust is on file with the Secretary of the State of Delaware. As provided in the Declaration, the obligations of any instrument made or issued by any Trustee or Trustees or by any officer or officers of the Trust are not binding upon any of them or the shareholders individually, but are binding only upon the assets and property of the Trust.

Annual Meetings and Shareholder Meetings

The Trust does not presently hold annual meetings of shareholders for the election of trusteesTrustees and other business and does not hold shareholder meetings unless otherwise required by the 1940 Act. Any shareholder proposal for a shareholder meeting must be presented to the Trust within a reasonable time before proxy materials for the next meeting are sent to shareholders. Because the Trust does not hold regular shareholder meetings no anticipated date of the next meeting can be provided.

ShareholdersContract Owners Sharing anAn Address

To help keep expenses low, the Trust is permitted to mail only one copy of this Proxy Statementproxy statement to a household even if more than one person in a household is a Fund shareholder of record,Contract Owner, unless the Trust has received contrary instructions from one or more of the shareholders.Contract Owners. If you need additional copies of this Proxy Statementproxy statement and you are a holder of record of your shares,Contract Owner, please contact Computershare Funds Services, Inc.,the Trust by mail at 280 Oser Avenue, Hauppauge, New York 11788-3610, or by telephone at 1-888-916-1747.calling (866) 521-4424. Contract Owners wishing to receive separate copies of annual reports, and proxy statements in the future, and Contract Owners sharing an address that wish to receive a single copy of such documents if they are receiving multiple copies, should also send a request as indicated.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU INSTRUCT THE PARTICIPATING INSURANCE COMPANY THAT ISSUED YOUR CONTRACT TO VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE.

12

EXHIBIT A – ADDITIONAL INFORMATION ABOUT EVERGREEN INVESTMENTS

BelowPrincipal Holders of Fund Shares

Set forth below as of July 10, 2017, is the name, address and share ownership of each person with record ownership of 5% or more of a listclass of a Fund and each person known by the Trust to have beneficial ownership of 25% or more of the principal executive officers of Evergreen Investments. The address for each officer listed below is 200 Berkeley Street, Boston, MA, 02116-5034.

Francis Claró is the senior investment professional of Evergreen Investments who will serve as the portfolio manager responsible for the day-to-day management of the Fund’s portfolio. Biographical information for Mr. Claró follows.

Mr. Claró is responsible for managing the VT International Core Fund, which he has managed since 2009. Mr. Claró is a managing director, senior portfolio manager and head of Evergreen Investments’ International Developed Markets Equity team, where he manages the international developed market equity strategies. He has been with Evergreen Investments or one of its predecessor firms since 1994, and was co-portfolio manager of the Evergreen Latin America Fund and the Evergreen Emerging Markets Growth Fund from 1997 to 1999, co-portfolio manager of Evergreen Global Opportunities Fund from 1999 to the present, and portfolio manager of the Evergreen International Equity Fund and Evergreen VA International Equity Fund since 2007. Education: B.S., Business, ESADE, Barcelona, Spain; M.S., Economics, London School of Economics; M.B.A., Harvard Business School.

A-1

EXHIBIT B – PRIOR PERFORMANCE HISTORY OF CERTAIN FUNDS AND

DISCRETIONARY ACCOUNTS MANAGED BY EVERGREEN INVESTMENTS

The performance information shown below represents a composite of the prior performance of all registered mutual funds and discretionary accounts managed by Evergreen Investments with substantially similar investment objectives, policies and strategies as the VT International Core Fund. The discretionary accounts are not registered mutual funds and were not subject to certain investment limitations and other restrictions imposed by the 1940 Act and the Internal Revenue Code, which, if applicable, may have adversely affected the performance results of the composite. The composite performance information presented below includes actual brokerage commissions and execution costs paid by these registered mutual funds and discretionary accounts and has been adjusted to reflect the expenses of the Fund. The composite performance does not represent historical performancevoting securities of the Fund and should not be interpreted as indicativea whole. Except as identified below, no person with record ownership of 5% or more of a class of a Fund is known by the future performanceTrust to have beneficial ownership of the Fund.such shares.

Evergreen International Equity Composite Calendar Year Returns

as of 12/31 each year

Evergreen International Equity Composite Average Annual Total Returns

for the period ended 12/31/08

B-1

EXHIBIT C – FORM OF INVESTMENT SUB-ADVISORY AGREEMENTB

SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST
WELLS FARGO MASTER TRUST
WELLS FARGO VARIABLE TRUST

ASSET ALLOCATION TRUST
WELLS FARGO FUNDS MANAGEMENT, LLCGLOBAL DIVIDEND OPPORTUNITY FUND
WELLS FARGO INCOME OPPORTUNITIES FUND
WELLS FARGO MULTI-SECTOR INCOME FUND
WELLS FARGO UTILITIES AND HIGH INCOME FUND

CHARTER OF THE GOVERNANCE COMMITTEES

Governance Committee Membership

EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC

ThisAGREEMENT is made asThe Governance Committee of this 2nd day of March, 2009, by and among Wells Fargo Variableeach Trust (the “Trust”"Committee"), a statutory trust organized under the laws shall be composed only of Trustees who are not "interested persons" of the StateTrusts, or of Delaware with itsany investment adviser or 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 lawsunderwriter of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, and Evergreen Investment Management Company, LLC (the “Sub-Adviser”Trusts or any series thereof (a "Fund"), a limited liability company organized under the laws of the State of Delaware, with its principal place of business at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

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

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

WHEREASBoard Nominations

1. Except with respect to any trustee nomination made by an eligible shareholder or shareholder group as permitted by applicable law (and, with respect to each Trust that is a registered closed-end management investment company ("Closed-End Fund"), in accordance with the By-Laws of such Closed-End Fund), the Trust’sCommittee shall make all nominations for membership on the Board of Trustees (the “Board”) has engagedof each Trust. The Committee shall evaluate each candidate's qualifications for Board membership and his or her independence from the AdviserFunds' investment adviser(s) and principal underwriter(s) and, as it deems appropriate, other principal service providers. Any person nominated to perform investment advisory services for each seriesserve as an Independent Trustee must not be, on the effective date of his or her appointment or election, an "interested person" of the Trust under the termsTrusts, or of anany investment advisory agreement, dated August 6, 2003, between the Adviser and the Trust (the “Advisory Agreement”); and

WHEREAS, the Adviser, acting pursuant to the Advisory Agreement, wishes to retain the Sub-Adviser, and the Trust’s Board has approved the retentionadviser or principal underwriter of the Sub-Adviser,Funds, as defined in the Investment Company Act of 1940, and, with respect to provide investment advisory services to the serieseach Closed-End Fund, such person must also satisfy, on such date, applicable independence requirements of the Trust listedlisting standards of securities exchanges on which shares of such Closed-End Fund are traded.

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

b. The Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix A heretoto this Charter, as it may be amended from time to time (the “Fund”), andby the Sub-Adviser is willingCommittee, sets forth procedures that must be followed by shareholders to provide those services onsubmit properly a candidate for nomination by the terms and conditions set forth in this Agreement;

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

Section 1. Appointment of Sub-Adviser. The Trust is engaged in the business of investing and reinvesting its assets in securities of the type andCommittee. Shareholder recommendations not properly submitted in accordance with the limitations specified in its Declarationrequirements of Trust,Appendix A will not be considered for nomination by the Committee.

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

a. As a threshold matter, the background of a candidate to serve as amendedan Independent Trustee must be reviewed to confirm that the person meets or, supplemented from time to time, By-Laws (if any) and Registration Statement filed withon the Securities and Exchange Commission (the “Commission”)effective date of his or her appointment or election will meet, the technical requirements for being a non-interested Trustee under the 1940 Act and the SecuritiesInvestment Company Act of 1933 (the “Securities Act”)1940, and, with respect to Independent Trustee candidates for the Board of each Closed-End Fund, that such person satisfies or, on the effective date of his or her appointment or election will satisfy, applicable independence requirements of the listing standards of securities exchanges on which shares of such Closed-End Fund are traded.

b. In addition to satisfying the applicable technical requirements set forth in 2.a., including any representations madeabove, the candidate's business and personal connections (as reflected in the prospectusresponses to questions in the Trustees' and statement of additional information relatingOfficers' 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 Fund contained therein andperson'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 (Asset Allocation Trust shall be considered to be a part of the Wells Fargo Funds family solely for the purposes of this Committee Charter), unless otherwise approved by the Committee. If any existing Trustee accepts a position on the board of any such other registered investment company, such Trustee shall promptly resign from membership on the Board, unless an exception from this policy is expressly approved by the Committee.

ii. No candidate shall be nominated for membership on the Board if that candidate serves or has agreed to serve as may be amendedan officer, partner, employee or supplementedin any similar capacity with a firm that serves as an investment adviser, sub-adviser or principal underwriter of any registered investment company outside of the Wells Fargo Funds family. If any existing Trustee accepts such a position with such a firm, such Trustee shall promptly resign from time to time, allmembership on the Board. Similarly, if a candidate serves in such manner and toa 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 extentregistered investment company, such candidate shall be nominated only upon the express agreement that he or she would 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.

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

Subject to3. The Committee shall review the direction and controlcomposition of the Board when it deems it appropriate to do so to determine whether it may be appropriate to recommend adding individuals with different backgrounds or skill sets from those already on the Adviser managesBoard and/or recommend expanding or contracting the investment and reinvestmentsize of the assetsBoard.

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 Fund and providesBoard, whether there is a continuing need for certain management and other services as specified in the Advisory Agreement.

Subject to the direction and controleach committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the Adviser, the Sub-Adviser shall manage the investment and reinvestmentBoard. With respect to any committee of the assetsBoard of a Closed-End Fund, the powers, functions, size, membership and other aspects of the Fund ascommittee shall conform with any applicable requirements of the By-Laws of such Closed-end Fund.

Governance Committee Chairman

1. Chairman of the Governance Committee.

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

b. In addition to any powers and duties specified in this Agreement,Charter, the Chairman of the Governance Committee's role is to preside at all meetings of the Committee and shall provide the managementto act as a liaison with respect to governance-related matters with service providers, officers, attorneys, and other services specified below in Section 2(a), allCommittee members generally between meetings.

c. The Chairman of the Governance Committee shall be entitled to receive an additional annual fee in such amount, and payable in such frequency and manner, and to such extent as may be directed in writingdetermined from time to time by the Adviser. Notwithstanding anything in this Agreement toBoard, for 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 wholeadditional work and the Sub-Adviser’s responsibility and liability shall be limited to following any written instruction the Sub-Adviser receives from the Adviser.

C-1

The investment authority granted to the Sub-Adviser shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets heldtime devoted by the Fund, including, but not limited to,Chairman of the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securitiesGovernance Committee.

2. Except for any duties specified herein or 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 behalfTrust's charter document, the designation of Chairman of the Fund, but will provideGovernance Committee does not impose on such assistanceTrustee any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Board generally.

Compensation

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

Board Leadership Structure

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

Advisory Trustee Nominations

1. The Committee may from time-to-time propose nominations of one or more individuals to serve as members of an "advisory board," as such term is reasonably requesteddefined in writingSection 2(a)(1) of the Investment Company Act of 1940 ("Advisory Trustees"). An individual shall be eligible to serve as an Advisory Trustee only if that individual meets the requirements to be an Independent Trustee and does not otherwise serve the Trusts in any other capacity. Any Advisory Trustee shall serve at the pleasure of the Board and may be removed, at any time, with or without cause, by the Adviser.Board. An Advisory Trustee may be nominated and elected as a Trustee, at which time he or she shall cease to be Advisory Trustee. Any Advisory Trustee may resign at any time.

Section Other Powers and Responsibilities

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

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

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

(a) The Sub-Adviser shall make decisions4. In consultation with respect to all purchases and sales of securities and other investment assets for the Fund. To carry out such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the 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 Trust and instruct the Fund’s custodian (the “Custodian”) in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidentalindependent legal counsel to the furtherance or conduct of such purchases, sales or other transactions.

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

(b) Following the close of each calendar quarter, the Sub-Adviser will report to the Board regarding the investment performance of the Fund since the prior report, and will also keep the Board informed of important developments known by it to affect the Trust, the Fund and the Sub-Adviser, and on its own initiative will furnish the Board and the Advisercommittees of the Board pursuant to rule 0-1(a)(7)(v) under the Investment Company Act of 1940 and under any applicable listing requirements.

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

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

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

8. The Committee shall have such further responsibilities as are given to it from time to time withby the Board.

Date of most recent Committee approval: November 18, 2015
Date of most recent Charter amendment: November 18, 2015

Appendix A

Procedures for Shareholders to Submit Nominee Candidates

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

The shareholder must submit any nominee candidate recommendation (a "Shareholder Recommendation") in writing to the Trust, to the attention of the Trust's Secretary, at the address of the principal executive offices of the Trust.

The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the "candidate"); (B) the series (and, if applicable, class) and number of all shares of the Trust owned of record or beneficially by the candidate, as reported to such shareholder by the candidate; (C) any other information asregarding the Sub-Adviser, in its sole discretion, believes appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Sub-Adviser will also furnish the Board and the Adviser with such statistical and analytical informationcandidate called for with respect to securities helddirector nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted by the Fund asSecurities and Exchange Commission (or the Sub-Adviser, in its sole discretion, believes appropriatecorresponding provisions of any regulation or asrule subsequently adopted by the BoardSecurities and Exchange Commission or any successor agency applicable to the Adviser may reasonably request in writing.

The Sub-Adviser shall promptly notify the Adviser of (i)Trust); (D) any material changesother information regarding the Sub-Advisercandidate that would impact disclosure in the Trust’s Registration Statement, or (ii) any material violation of any requirement, provision, policy or restriction that the Sub-Adviser isbe required to comply with under Section 6 of this Agreement. The Sub-Adviser shall, within two business days, notify bothbe disclosed if the Adviser and the Trust of any legal process served upon itcandidate were a nominee in a proxy statement or other filing required to be made in connection with its activities hereunder, including any legal process served upon it on behalfsolicitation of proxies for election of directors pursuant to Section 14 of the Adviser, the Fund or the Trust. 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 Fund.

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

C-2

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

(d) The Sub-Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-Adviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state,promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or local government entity with jurisdiction overwill be an "interested person" of the Trust including(as defined in the CommissionInvestment Company Act of 1940, as amended) 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 Internal Revenue Service. The bookscandidate and records pertainingany other person or persons (including their names) pursuant to which the Trust which arerecommendation is being made by the recommending shareholder. In addition, the Committee may require the candidate to interview in possessionperson and furnish such other information as it may reasonably require or deem necessary to determine the eligibility of the Sub-Adviser shall be the propertysuch candidate to serve as a Trustee of the Trust. 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 Trust’s authorized representatives (includingBy-Laws of such Closed-end Fund. In 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 Trust, copiesevent of any such books and records shall be provided promptly by the Sub-Adviser to the Trustconflict or the Trust’s authorized representatives.

(e) The Sub-Adviser represents and warrants to the Adviser and the Trust 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) the composite performance record of the personnel of the Sub-Adviser designated to act as portfolio manager(s) of the Fund furnished to the Adviser and the Trust 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; (v) 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; (vi) the accounts included in the Data include all fully discretionary accounts managed by the Sub- Adviser’s personnel designated to act as portfolio manager(s) 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 Fund as approved by the Board; (vii) 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 of the Fund, including the prospectus and the statement of additional information and proxy statements (the “Public Disclosure”); and (viii) the Sub-Adviser is legally entitled to grant, and hereby grants, such rights to the Adviser and/or the Trustinconsistency with respect to the use of the Datarequirements applicable to a Shareholder Recommendation as between those established in these procedures and those 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 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 Trust.

C-3

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 Trust’s Board.

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

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

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

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

C-4

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

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

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

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

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

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

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 B hereto, as such Schedule may be amended or supplemented as agreed to in writing by the parties from time to time. It is understood that the Adviser shall be responsible for the Sub-Adviser’s fee for its services hereunder, and the Sub-Adviser agrees that it shall have no claim against the Trust or the Fund with respect to compensation under this Agreement.

Section 10. Standard of Care. The Trust and the Adviser will expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and the Adviser the benefit of, the Sub-Adviser’s best judgment and efforts in rendering its services to the Trust, and the Sub-Adviser shall not be liable hereunder for any mistake in judgment. In the absence of willful misfeasance, bad faith, 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 Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, the Sub-Adviser shall be responsible for the accuracy and completeness (and liability for the lack thereof) of the statements and Data 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 manager(s) of the Fund and the investment of the Fund’s assets.

C-5

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

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

Any information or recommendations supplied by the Sub-Adviser to the Adviser or the Trust in connection with the performance of its obligations hereunder shall be treated as confidential and for use by the Adviser, the Trust or such persons as they may designate, solely in connection with the Fund, except as required by applicable law or as otherwise provided hereunder, it being understood and agreed that the Adviser and the Trust may disclose Fund portfolio holdings information in accordance with the Trust’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 Trust 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 Fund and the performance of the Sub-Adviser’s obligations hereunder.

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 Fund, maintain or arrange for the maintenance of the documents and records required pursuant to Rule 31a-1 under the 1940 Act, as well as trade tickets and confirmations of portfolio trades, and such other records as the Adviser reasonably requests to be maintained. All such records shall be maintained in a form reasonably acceptable to the Adviser and the Trust and in compliance with the provisions of Rule 31a-1 or any successor rule. All such records will be the property of the Trust, and will be made available for inspection by the Trust and its authorized representatives (including the Adviser). The Sub-Adviser shall promptly, upon the Trust’s written request, surrender to the Trust those records that are the property of the Trust or 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 after it is executed by the Trust, Adviser and Sub-Adviser and shall be effective for a period not to exceed 150 days from the effective date, unless the Agreement is approved by shareholders in accordance with the requirements of the 1940 Act withinBy-Laws of such period. Upon shareholders approvingClosed-End Fund shall control.

[WELLS FARGO ASSET MANAGEMENT LOGO]

PROXY CARD

YOUR VOTE IS IMPORTANT!IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.  PLEASE CAST YOUR PROXY VOTE TODAY!

SIGN, DATE AND RETURN YOURVOTE ON THE REVERSE SIDE

SAMPLE BALLOT

PROXY VOTING INSTRUCTION CARD TODAYOPTIONS

VT_ICF_20104_041409

1. MAIL your signed and voted proxy back in the postage paid envelope provided

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				Your Proxy Vote is important! You may vote your Proxy by PHONE, INTERNET or Mail. Telephone and Internet voting saves postage costs, saves time and is available 24 hours a day. To vote by PHONE or INTERNET, you will need the control numbers provided in the boxes below. Then follow these simple steps: 1.      Call toll-free2. ONLINE1-866-241-6192, or go to the Web site:www.proxy-direct.com. 2.      Follow the automated or on-screen directions. 3.      Donot mail your Proxy Card if you vote by Phone or Internet. To vote by Mail, simply sign and date the proxy card below, complete the reverse side and return in the postage-paid envelope provided. If you have any questions about how to vote your shares, please call 1-888-916-1747.

Please detach at perforation before mailing.proxyonline.com using your proxy control number found below

3. By IVR when you call (888) 227-9349 (toll-free) to reach an automated touchtone voting line

		WELLS FARGO VARIABLE TRUST WELLS FARGO ADVANTAGE VT INTERNATIONAL CORE FUND PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS – JULY 1, 2009 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES		PROXY

The undersigned shareholder hereby appoints Karla M. Rabusch, C. David Messman, and Carol J. Lorts (officers 4. By PHONE with a live operator when you call (866) 521-4424 (toll-free) Monday through Friday 9 a.m. to 10 p.m. Eastern time

CONTROL NUMBER: 123456789101

MERGE FUND NAME
of
Wells Fargo Variable Trust (the “Trust”)),

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 26, 2017

The undersigned, revoking all Proxies heretofore given, hereby appoints C. David Messman, Maureen E. Towle and Johanne F. Castro or any of them as proxies and attorneys forProxies of the undersigned, with full power of substitution into each, of them, to attend the Special Meeting of Shareholders of the Trust to be held at 525 Market St., 12^th Floor, San Francisco, California 94105 on July 1, 2009 and any and all adjournments thereof (the “Special Meeting”), to castvote on behalf of the undersigned all votesshares of sharesthe above-mentioned Fund, a series of Wells Fargo Variable Trust, that the undersigned is entitled to castvote at the special meeting of shareholders, and at any adjournment(s) thereof, to be held at 1:00 p.m., Eastern time, on September 26, 2017, at the offices of the Wells Fargo Funds, 200 Berkeley Street, 19th Floor, Boston, Massachusetts 02116, as fully as the undersigned would be entitled to vote if personally present.

Do you have questions?

If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (866) 521-4424.  Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time. 

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting andof Shareholders to otherwise represent the undersigned at the Special Meeting with all powers possessed by the undersigned if personally present at the Special Meeting. Be Held on September 26, 2017.The undersigned hereby acknowledges receipt of the Notice of the Special MeetingProxy Statement and the accompanying Proxy Statement, hereby revokes any proxy heretofore given with respect to theNotice of Special Meeting of Shareholders for this Meeting are available at:  https://www.proxyonline.com/docs/WellsFargoFundsVIT.pdf

MERGE FUND NAME

PROXY CARD

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY, If joint owners, EITHER may sign this Proxy.  When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title.   When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and hereby ratifies and confirms all that the proxies, or any of them, may lawfully do.your title, if any.

  SIGNATURE (AND TITLE IF APPLICABLE)                                DATE

SIGNATURE (IF HELD JOINTLY)                                   DATE

The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal.  If this Proxy Ballot is executed but no instruction isinstructions are given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them,the, “FOR” the proposal.  Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy holder on any other matter that may properly come before the Special Meeting.

				VOTE VIA THE TELEPHONE: 1-866-241-6192 VOTE VIA THE INTERNET: www.proxy-direct.com
				Note:  Please make sure that you complete, sign and date your proxy ballot. Please sign exactly as your name appears on your account. When signing as a fiduciary, please give full title as such. Each joint owner should sign personally. Corporate proxies should be signed in full corporate name by an authorized officer.
				Signature				Date
				Signature (if held jointly)				Date
				Title if a corporation, partnership or other entity						Date

VT_ICF_20104_041409

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EVERY SHAREHOLDER VOTETHIS PROXY IS IMPORTANT

PLEASE SIGN, DATE, AND RETURN YOUR PROXY TODAY

Please detach at perforation before mailing.

TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.

Unless you direct otherwise, this proxy will be voted “FOR” the Proposal.

PLEASE MARK VOTE AS IN THIS EXAMPLE:    n

SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF WELLS FARGO VARIABLE TRUST WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”FOR THE PROPOSAL AS DESCRIBEDPROPOSAL.

TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK.  Example:

1. ELECTION OF TEN NOMINEES TO THE PROXY STATEMENT.BOARD OF TRUSTEES:

				FOR		AGAINST		ABSTAIN
1.		To approve a new investment sub-advisory agreement among Evergreen Investment Management Company, LLC, Wells Fargo Funds Management, LLC, and Wells Fargo Variable Trust, for the Wells Fargo Advantage VT International Core Fund.		¨		¨		¨

FOR ALL
WITHHOLD ALL
FOR ALL EXCEPT

1a. William Ebsworth
1b. Jane Freeman
1c. Isaiah Harris, Jr
1d. Judith Johnson
1e. David Larcker
1f. Olivia Mitchell
1g. Timothy Penny
1h. Michael Scofield
1i. James Polisson
1j. Pamela Wheelock

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below.

2. To transact such other business as may properly come before the Meeting or any adjournments thereof.

THANK YOU FOR CASTING YOUR VOTE IS IMPORTANT!  PLEASE SIGN, DATE, AND RETURN YOUR PROXY CARD TODAY

VT_ICF_20104_041409