0001081400-14-000223.txt : 20140827 0001081400-14-000223.hdr.sgml : 20140827 20140827144703 ACCESSION NUMBER: 0001081400-14-000223 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 32 FILED AS OF DATE: 20140827 DATE AS OF CHANGE: 20140827 EFFECTIVENESS DATE: 20140901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO FUNDS TRUST CENTRAL INDEX KEY: 0001081400 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-74295 FILM NUMBER: 141068068 BUSINESS ADDRESS: STREET 1: 525 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 800-222-8222 MAIL ADDRESS: STREET 1: 525 MARKET STREET STREET 2: 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO FUNDS TRUST CENTRAL INDEX KEY: 0001081400 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-09253 FILM NUMBER: 141068069 BUSINESS ADDRESS: STREET 1: 525 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 800-222-8222 MAIL ADDRESS: STREET 1: 525 MARKET STREET STREET 2: 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105

0001081400 S000036117 Wells Fargo Advantage Absolute Return Fund

C000110554 Class A WARAX

C000110555 Class C WARCX

C000110556 Administrator Class WARDX

C000123115 Institutional Class WABIX

485BPOS 1 wellsfargofundstrustwrapper.htm PEA #355 ABSOLUTE RETURN FUND

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2014

1933 Act No. 333-74295
1940 Act No. 811-09253

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 355 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 356 [X]

WELLS FARGO FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)

525 Market Street
San Francisco, California 94105
(Address of Principal Executive Offices)
(800) 222-8222
(Registrant's Telephone Number)

C. David Messman
Wells Fargo Funds Management, LLC
525 Market Street, 12th Floor
San Francisco, California 94105
(Name and Address of Agent for Service)

With a copy to:

Marco E. Adelfio, Esq.
Goodwin Procter LLP
901 New York Avenue, N.W.
Washington, D.C. 20001

It is propsed that this filing will become effective: (check appropriate box)
	immediately upon filing pursuant to paragraph (b)
X	on September 1, 2014 pursuant to paragraph (b)
	60 days after filing pursuant to paragraph (a)(i)
	on [ ] pursuant to paragraph (a)(i)
	75 days after filing pursuant to paragraph (a)(ii)
	on [ ] pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
	this post-effective amendment designates a new effective date for a previously filed post-effective amendment

Explanatory Note: This Post-Effective Amendment No. 355 to the Registration Statement of Wells Fargo Funds Trust (the "Trust") is being filed primarily to add the audited financial statements and certain related financial information for the fiscal period ended April 30, 2014, for the Wells Fargo Advantage Absolute Return Fund, and to make certain other non-material changes to the Registration Statement.

WELLS FARGO FUNDS TRUST
PART A
WELLS FARGO ADVANTAGE ALLOCATION FUNDS
PROSPECTUSES

Wells Fargo Advantage Funds

September 1, 2014

Allocation Funds

Prospectus

Classes A, C

Absolute Return Fund

Class A - WARAX, Class C - WARCX

As with all mutual funds, the U.S. Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Anyone who tells you otherwise is committing a crime.

Fund shares are NOT deposits or other obligations of, or guaranteed by, Wells Fargo Bank, N.A., its affiliates or any other depository institution. Fund shares are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation or any other government agency and may lose value.

Table of Contents

Fund Summary
Absolute Return Fund Summary	2
The Fund
Key Fund Information	8
Absolute Return Fund	9
Description of Principal Investment Risks	11
Portfolio Holdings Information	24
Management of the Fund
Management of the Fund	25
The Adviser and Portfolio Managers	25
Your Account
A Choice of Share Classes	26
Reductions and Waivers of Sales Charges	28
Compensation to Dealers and Shareholder Servicing Agents	31
Pricing Fund Shares	32
How to Open an Account	33
How to Buy Shares	34
How to Sell Shares	36
How to Exchange Shares	38
Account Policies	40
Other Information
Distributions	42
Taxes	43
Description of Underlying Funds	44
Additional Expense and Performance Information	64
Financial Highlights	65

Absolute Return Fund Summary

Investment Objective

The Fund seeks a positive total return.

Fees and Expenses

These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the aggregate in specified classes of certain Wells Fargo Advantage Funds^®. More information about these and other discounts is available from your financial professional and in "A Choice of Share Classes" and "Reductions and Waivers of Sales Charges" on pages 26 and 28 of the Prospectus and "Additional Purchase and Redemption Information" on page 21 of the Statement of Additional Information.

Shareholder Fees (fees paid directly from your investment)
	Class A	Class C
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)	5.75%	None
Maximum deferred sales charge (load) (as a percentage of offering price)	None¹	1.00%

1.	Investments of $1 million or more are not subject to a front-end sales charge but generally will be subject to a deferred sales charge of 1.00% if redeemed within 18 months from the date of purchase.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)¹
	Class A	Class C
Management Fees²	0.68%	0.68%
Distribution (12b-1) Fees	0.00%	0.75%
Other Expenses³	0.68%	0.68%
Acquired Fund Fees and Expenses⁴	0.21%	0.21%
Total Annual Fund Operating Expenses	1.57%	2.32%
Fee Waivers	0.00%	0.00%
Total Annual Fund Operating Expenses After Fee Waiver⁵	1.57%	2.32%

1.	The Annual Fund Operating Expenses table and the Example of Fund Expenses table below reflect the aggregate expenses of both the Fund and the MF share class of GMO Benchmark-Free Allocation Fund.

2.	The amounts shown reflect the investment advisory fee of both the Fund and GMO Benchmark-Free Allocation Fund.

3.	Includes purchase premiums and redemption fees charged by GMO Benchmark-Free Allocation Fund determined by dividing total purchase premiums and redemption fees paid during the period by the average net assets of the Fund.

4.	These indirect expenses include interest expense that may be incurred by certain underlying funds.

The Adviser has committed through August 31, 2015, to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at 0.76% for Class A and 1.51% for Class C. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (including the expenses of GMO Benchmark-Free Allocation Fund), and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees.

Example of Expenses

The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that fees and expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	Assuming Redemption at End of Period		Assuming No Redemption
After:	Class A	Class C	Class C
1 Year	$726	$335	$235
3 Years	$1,042	$724	$724
5 Years	$1,381	$1,240	$1,240
10 Years	$2,335	$2,656	$2,656

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. For the seven months ended April 30, 2014, the portfolio turnover rate was 0% of the value of its portfolio. In addition, the portfolio turnover rate for GMO Benchmark-Free Allocation Fund, in which the Fund invests all of its assets, was 52% for its fiscal year ended February 28th.

Principal Investment Strategies

The Fund is a diversified investment that invests substantially all of its investable assets in GMO Benchmark-Free Allocation Fund (the "Benchmark-Free Allocation Fund"), an investment company managed by Grantham, Mayo, Van Otterloo & Co. LLC ("GMO"). GMO seeks to achieve Benchmark-Free Allocation Fund's investment objective by investing in asset classes GMO believes offer the most attractive return and risk opportunities. The asset classes include:

■

U.S. and non-U.S. equity, including emerging markets;

■

U.S. and non-U.S. fixed income, including emerging markets; and

■

alternative asset classes, including commodities.

GMO uses its multi-year forecasts of returns among asset classes, together with its assessment of the risk of such asset classes, to determine Benchmark-Free Allocation Fund's allocations. An important component of those forecasts is the expectation that market valuations ultimately revert to their historical means (averages). The factors considered and investment methods used by GMO can change over time.

Benchmark-Free Allocation Fund is structured as a fund of funds and gains its investment exposures primarily by investing in GMO Implementation Fund. In addition, Benchmark-Free Allocation Fund may invest in any other GMO Fund (together with GMO Implementation Fund, the "underlying funds"), whether now existing or created in the future. These additional underlying Funds may include, among others, GMO Alpha Only Fund, GMO Debt Opportunities Fund, GMO Emerging Country Debt Fund, GMO Special Opportunities Fund, and GMO Systematic Global Macro Opportunity Fund. GMO Implementation Fund is permitted to invest in any asset class. Benchmark-Free Allocation Fund also may invest in securities or derivatives directly.

Benchmark-Free Allocation Fund seeks annualized excess returns of 5% (net of Benchmark-Free Allocation Fund fees) above the Consumer Price Index and expects annualized volatility of 5-10% over a complete market cycle. GMO does not manage Benchmark-Free Allocation Fund to, or control Benchmark-Free Allocation Fund's risk relative to, any securities index or securities benchmark.

Benchmark-Free Allocation Fund is permitted to invest (through GMO Implementation Fund, another underlying fund or directly) in any asset class, country, or sector and at times may have substantial exposure to a single asset class, country, or sector. In addition, Benchmark-Free Allocation Fund is not restricted in its exposure to any particular market and may invest in securities of companies of any market capitalization. Benchmark-Free Allocation Fund may have indirect exposure to derivatives and short sales through its investment in GMO Implementation Fund and other underlying funds. GMO's ability to shift investments within GMO Implementation Fund and between it and other underlying funds is not subject to any limits.

Benchmark-Free Allocation Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

While the Fund invests substantially all of its investable assets in the Benchmark-Free Allocation Fund, the Fund may hold cash for short periods of time in order to mitigate the expenses associated with the purchase and sale of shares of the Benchmark-Free Allocation Fund.

Principal Investment Risks

Because the Fund invests substantially all of its investable assets in Benchmark-Free Allocation Fund, which, in turn, invests all of its assets in a number of underlying funds, the following principal risks are those risks that result from the Fund's indirect investments in the underlying funds or direct investment in Benchmark-Free Allocation Fund. In this section, references to the Fund should be read to include the Fund, Benchmark-Free Allocation Fund and the underlying funds, as appropriate.

The Fund's performance will not correlate perfectly with that of Benchmark-Free Allocation Fund due to the impact of the Fund's fees and expenses and to the timing and magnitude of cash flows into and out of the Fund which will create cash balances that cause the Fund's performance to deviate from the performance of the Benchmark-Free Allocation Fund.

An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.

Commodities Risk. Commodities prices can be extremely volatile, and exposure to commodities can cause the net asset value of the Fund's shares to decline or fluctuate in a rapid and unpredictable manner.

Counterparty Risk. The Fund runs the risk that the counterparty to a derivatives contract, a clearing member used by the Fund to hold a cleared derivatives contract, or a borrower of the Fund's securities will be unable or unwilling to make timely settlement payments, return the Fund's margin or otherwise honor its obligations.

Credit Risk. The Fund runs the risk that the issuer or guarantor of a fixed income investment or the obligor of an obligation underlying an asset-backed security will be unable or unwilling to satisfy its obligations to pay principal and interest or otherwise to honor its obligations in a timely manner. The market price of a fixed income investment will normally decline as a result of the issuer's, guarantor's, or obligor's failure to meet its payment obligations. Below investment grade securities (also known as "junk bonds") have speculative characteristics, and changes in economic conditions or other circumstances are more likely to impair the capacity of issuers of those securities to make principal and interest payments than is the case with issuers of investment grade securities.

Currency Risk. Fluctuations in exchange rates can adversely affect the market value of foreign currency holdings and investments denominated in foreign currencies.

Derivatives Risk. The use of derivatives involves the risk that their value may not move as expected relative to the value of the underlying assets, rates or indices. Derivatives also present other risks, including market risk, illiquidity risk, currency risk, credit risk and counterparty risk. The market price of written options will be affected by many factors, including changes in the market price or dividend rates of underlying securities (or in the case of indices, the securities comprising such indices); changes in interest rates or exchange rates; changes in the actual or perceived volatility of the relevant stock market and underlying securities; and the time remaining before an option's expiration. In addition, the risks of loss associated with derivatives that provide short investment exposure and short sales of securities are theoretically unlimited.

Focused Investment Risk. Focusing investments in countries, regions, sectors, companies, or industries that are subject to the same or similar risk factors creates more risk than if the Fund's investments were more diversified.

Fund of Funds Risk. The Fund is indirectly exposed to all of the risks of an investment in the underlying funds in which it invests, including the risk that those underlying funds will not perform as expected. Because the Fund bears the fees and expenses of the underlying funds in which it invests, a reallocation of the Fund's investments to underlying funds with higher fees or expenses will increase the Fund's total expenses. The fees and expenses associated with an investment in the Fund are less predictable than those associated with an investment in funds that charge a fixed management fee.

Illiquidity Risk. Low trading volume, lack of a market maker, large position size, or legal restrictions may limit or prevent the Fund or an underlying fund from selling particular securities or closing derivative positions at desirable prices.

Large Shareholder Risk. To the extent that a large number of shares of the Fund is held by a single shareholder (e.g., an institutional investor), the Fund is subject to the risk that a redemption by that shareholder of all or a large portion of its Fund shares will disrupt the Fund's operations.

Leveraging Risk. The use of reverse repurchase agreements and other derivatives and securities lending creates leverage. Leverage increases the Fund's losses when the value of its investments (including derivatives) declines.

Management and Operational Risk. Benchmark-Free Allocation Fund and the underlying funds run the risk that GMO's investment techniques will fail to produce desired results (including the annualized excess returns Benchmark-Free Allocation Fund seeks above the Consumer Price Index). GMO often uses quantitative analyses and models as part of its investment process, and any imperfections, errors, or limitations in those analyses and models could affect the performance of Benchmark-Free Allocation Fund or the underlying funds. By necessity, these analyses and models make simplifying assumptions that limit their efficacy. Models that appear to explain prior market data can fail to predict future market events. Further, the data used in models may be inaccurate and may not include the most recent information about a company or a security. The Fund also runs the risk that GMO's assessment of an investment may be wrong or that deficiencies in GMO's or another service provider's internal systems or controls will cause losses or impair operations for Benchmark-Free Allocation Fund or the underlying funds.

Market Disruption and Geopolitical Risk. Geopolitical and other events may disrupt securities markets and adversely affect global economies and markets. Those events, as well as other changes in non-U.S. and U.S. economic and political conditions, could adversely affect the value of the Fund's investments.

Market Risk - Asset-Backed Securities. The market price of fixed income investments with complex structures, such as asset-backed securities, can decline due to a number of factors, including market uncertainty about their credit quality and the reliability of their payment streams. Payment streams associated with asset-backed securities held by the Fund depend on many factors (e.g., the cash flow generated by the assets backing the securities, the deal structure, the credit worthiness of any credit-support provider, and the reliability of various other service providers with access to the payment stream), and a problem in any one of these areas can lead to a reduction in the payment stream GMO expected the Fund to receive at the time the Fund purchased the asset-backed security.

Market Risk - Equities. The market prices of equities may decline due to factors affecting the issuing companies, their industries, or the economy and equity markets generally. If an underlying fund purchases equities for less than their value as determined by GMO, Benchmark-Free Allocation Fund runs the risk that the market prices of these equities will not appreciate or will decline for a variety of reasons, one of which may be GMO's overestimation of those investments. An underlying fund also may purchase equities that typically trade at higher multiples of current earnings than other securities, and the market prices of these equities often are more sensitive to changes in future earnings expectations than the market prices of equities trading at lower multiples. Declines in stock market prices generally are likely to reduce the net asset value of the Fund's shares.

Market Risk - Fixed Income Investments. The market price of a fixed income investment can decline due to a number of market-related factors, including rising interest rates and widening credit spreads, or decreased liquidity stemming from the market's uncertainty about the value of a fixed income investment (or class of fixed income investments).

Merger Arbitrage Risk. If a Fund purchases securities in anticipation of a proposed merger, exchange offer, tender offer, or other similar transaction, and that transaction later appears unlikely to be consummated or in fact is not consummated or is delayed, the market price of the security purchased by the Fund may decline sharply and result in losses to the Fund if such securities are sold, transferred or exchanged for securities or cash, the value of which is less than the purchase price. There is typically asymmetry in the risk/reward payout of merger arbitrage strategies – the losses that can occur in the event of deal break-ups can far exceed the gains to be had if deals close successfully. The consummation of mergers, exchange offers, tender offers, and similar transactions can be prevented or delayed by a variety of factors, including regulatory and antitrust restrictions, political motivations, industry weakness, stock specific events, failed financings, and general market declines. During periods when merger activity is low, it may be difficult or impossible to identify opportunities for profit or to identify a sufficient number of such opportunities to provide diversification among potential merger transactions. Merger arbitrage strategies are also subject to the risk of overall market movements. To the extent that a general increase or decline in equity market values affects the securities involved in a merger arbitrage position differently, the position may be exposed to loss. A Fund's hedging strategies and short sales of securities may not perform as expected, which can lead to inadvertent market-related losses. Also, a Fund may not be able to hedge against market fluctuations or other risks.

Non-Diversified Funds Risk. The Fund invests a portion of its assets in shares of one or more other funds that are not "diversified" investment companies within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). This means they are allowed to invest in the securities of a relatively small number of issuers and/or foreign currencies. As a result, they may be subject to greater credit, market and other risks, and poor performance by a single issuer may have a greater impact on their performance, than if they were "diversified." The Fund may invest without limitation in funds that are not diversified.

Non-U.S. Investment Risk. The market prices of many non-U.S. securities fluctuate more than those of U.S. securities. Many non-U.S. markets are less stable, smaller, less liquid, and less regulated than U.S. markets, and the cost of trading in those markets often is higher than in U.S. markets. Non-U.S. portfolio transactions generally involve higher commission rates, transfer taxes, and custodial costs than similar transactions in the United States. In addition, the Fund may be subject to non-U.S. taxes, including potentially on a retroactive basis, on (i) capital gains it realizes or dividends or interest it receives on non-U.S. investments, (ii) transactions in those investments and (iii) the repatriation of proceeds generated from the sale of those investments. Also, many non-U.S. markets require a license for the Fund to invest directly in those markets, and the Fund is subject to the risk that it could not invest if its license were terminated or suspended. In some non-U.S. markets, prevailing custody and trade settlement practices (e.g., the requirement to pay for securities prior to receipt) expose the Fund to credit and other risks with respect to brokers, custodians, clearing banks or other clearing agents, escrow agents and issuers. Further, adverse changes in investment regulations, capital requirements or exchange controls could adversely affect the value of the Fund's investments. These and other risks (e.g., nationalization, expropriation or other confiscation of assets of non-U.S. issuers) tend to be greater for investments in companies tied economically to emerging countries, the economies of which tend to be more volatile than the economies of developed countries.

Smaller Company Risk. Smaller companies may have limited product lines, markets or financial resources, may lack the competitive strength of larger companies, may have inexperienced managers or depend on a few key employees. The securities of companies with smaller market capitalizations often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations.

Performance

The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's Web site at wellsfargoadvantagefunds.com.

Calendar Year Total Returns for Class A as of 12/31 each year
(Returns do not reflect sales charges and would be lower if they did)¹

Highest Quarter: 2nd Quarter 2009

+8.90%

Lowest Quarter: 4th Quarter 2008

-7.15%

Year-to-date total return as of 6/30/2014 is +4.22%

Average Annual Total Returns for the periods ended 12/31/2013 (Returns reflect applicable sales charges)¹
	Inception Date of Share Class	1 Year	5 Year	10 Year
Class A (before taxes)	3/1/2012	3.34%	7.39%	7.58%
Class A (after taxes on distributions)	3/1/2012	2.84%	6.76%	5.50%
Class A (after taxes on distributions and the sale of Fund Shares)	3/1/2012	2.05%	5.56%	5.42%
Class C (before taxes)	3/1/2012	7.91%	7.85%	7.41%
MSCI World Index (Net) (reflects no deduction for fees, expenses, or taxes)		26.68%	15.02%	6.98%
Barclays U.S. TIPS 1-10 Year Index (reflects no deduction for fees, expenses, or taxes)		-5.58%	4.95%	4.37%
Consumer Price Index (reflects no deduction for fees, expenses, or taxes)		1.50%	2.08%	2.37%

Historical performance shown for Class A and Class C prior to their inception is based on the performance of the Class III shares of Benchmark-Free Allocation Fund, in which the Fund invests substantially all of its investable assets. Returns for the Class III shares do not reflect Benchmark-Free Allocation Fund's current fee arrangement and have been adjusted downward to reflect the higher expense ratios applicable to Class A and Class C at their inception. These ratios were 1.66% for Class A and 2.41% for Class C.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class A shares. After-tax returns for the Class C shares will vary.

Fund Management

Investment Adviser	Portfolio Manager¹, Title/Managed Since
Wells Fargo Funds Management, LLC	Ben Inker, CFA, Portfolio Manager/2012 Sam Wilderman, CFA, Portfolio Manager/2012

The Fund invests substantially all of its investable assets directly in Benchmark-Free Allocation Fund, for which GMO serves as investment adviser. Messrs. Inker and Wilderman are the co-heads and senior members of GMO's Asset Allocation Team and they are primarily responsible for providing investment management services to Benchmark-Free Allocation Fund (Mr. Inker since 2003 and Mr. Wilderman since 2012).

Purchase and Sale of Fund Shares

In general, you can buy or sell shares of the Fund online or by mail, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.

Minimum Investments	To Buy or Sell Shares
Minimum Initial Investment Regular Accounts: $1,000 IRAs, IRA Rollovers, Roth IRAs: $250 UGMA/UTMA Accounts: $50 Employer Sponsored Retirement Plans: No Minimum Minimum Additional Investment Regular Accounts, IRAs, IRA Rollovers, Roth IRAs: $100 UGMA/UTMA Accounts: $50 Employer Sponsored Retirement Plans: No Minimum	Mail: Wells Fargo Advantage Funds P.O. Box 8266 Boston, MA 02266-8266 Online: wellsfargoadvantagefunds.com Phone or Wire: 1-800-222-8222 Contact your financial professional.

Tax Information

Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.

Key Fund Information

This Prospectus contains information about the Fund within the Wells Fargo Advantage Funds^® family and is designed to provide you with important information to help you with your investment decisions. Please read it carefully and keep it for future reference.

In this Prospectus, "we" generally refers to Wells Fargo Funds Management, LLC (Funds Management) or the portfolio managers. "We" may also refer to the Fund's other service providers. "You" refers to the shareholder or potential investor.

Investment Objective and Principal Investment Strategies

The investment objective of the Fund in this Prospectus is non-fundamental; that is, it can be changed by a vote of the Board of Trustees ("Board") alone. The objective and strategies description for the Fund tells you:

■

what the Fund is trying to achieve; and

■

how we intend to invest your money.

This section also provides a summary of the Fund's principal investment policies and practices. Unless otherwise indicated, these investment policies and practices apply on an ongoing basis.

Principal Investment Risks

This section lists the principal investment risks for the Fund. A complete description of these and other risks is found in the "Description of Principal Investment Risks" section. It is possible to lose money by investing in the Fund.

Absolute Return Fund

Investment Adviser	Wells Fargo Funds Management, LLC
Portfolio Manager	Ben Inker, CFA; Sam Wilderman, CFA¹
Fund Inception:	March 1, 2012
Class A	Ticker: WARAX	Fund Number: 3355
Class C	Ticker: WARCX	Fund Number: 3552

Investment Objective

The Fund seeks a positive total return.

The Fund's Board of Trustees can change this investment objective without a shareholder vote.

Principal Investment Strategies

■

U.S. and non-U.S. equity, including emerging markets;

■

U.S. and non-U.S. fixed income, including emerging markets; and

■

alternative asset classes, including commodities.

Benchmark-Free Allocation Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Benchmark-Free Allocation Fund may, from time to time, take temporary defensive positions. To the extent Benchmark-Free Allocation Fund takes a temporary defensive position or otherwise holds cash, cash equivalents, or high quality debt investments on a temporary basis, it may not achieve its investment objective.

Principal Investment Risks

The Fund is primarily subject to the risks mentioned below.

■

Commodities Risk

■

Counterparty Risk

■

Credit Risk

■

Currency Risk

■

Derivatives Risk

■

Focused Investment Risk

■

Fund of Funds Risk

■

Illiquidity Risk

■

Large Shareholder Risk

■

Leveraging Risk

■

Management and Operational Risk

■

Market Disruption and Geopolitical Risk

■

Market Risk - Asset-Backed Securities

■

Market Risk - Equities

■

Market Risk - Fixed Income Investments

■

Merger Arbitrage Risk

■

Non-Diversified Funds Risk

■

Non-U.S. Investment Risk

■

Smaller Company Risk

These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.

Description of Principal Investment Risks

Understanding the risks involved in mutual fund investing will help you make an informed decision that takes into account your risk tolerance and preferences. The risks that are most likely to have a material effect on a particular Fund as a whole are called "principal risks."

Because the Fund invests all of its investable assets in Benchmark-Free Allocation Fund, which, in turn, invests all of its assets in a number of underlying funds, the following principal risks are those risks that result from the Fund's indirect investments in the underlying funds or direct investment in Benchmark-Free Allocation Fund. In this section, references to the Fund should be read to include the Fund, Benchmark-Free Allocation Fund and the underlying funds, as appropriate.

The principal risks for the Fund have been previously identified and are described below. Additional information about the principal risks is included in the Statement of Additional Information ("SAI").

Commodities Risk
Commodity prices can be extremely volatile and are affected by many factors. Exposure to commodities can cause the net asset value of a Fund's shares to decline or fluctuate in a rapid and unpredictable manner. The value of commodity-related derivatives may fluctuate more than the commodity or commodities or commodity index to which they relate. See "Derivatives Risk" below for a discussion of certain specific risks of a Fund's derivatives investments, including commodity-related derivatives.

Counterparty Risk
Funds that enter into contracts with counterparties, such as repurchase or reverse repurchase agreements or over-the-counter ("OTC") derivatives contracts, or that lend their securities run the risk that the counterparty will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. If a counterparty fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the Fund could miss investment opportunities or otherwise hold investments it would prefer to sell, resulting in losses for the Fund. The Fund is not subject to any limits on its exposure to any one counterparty nor to a requirement that counterparties maintain a specific rating by a nationally recognized rating organization to be considered for potential transactions. Counterparty risk is pronounced during unusually adverse market conditions and is particularly acute in environments (like those of 2008) in which financial services firms are exposed to systemic risks of the type evidenced by the insolvency of Lehman Brothers and subsequent market disruptions.

Participants in OTC derivatives markets typically are not subject to the same level of credit evaluation and regulatory oversight as are members of exchange-based markets, and, therefore, OTC derivatives generally expose the Fund to greater counterparty risk than exchange-traded derivatives. The Fund is subject to the risk that a counterparty will not settle a derivative in accordance with its terms because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem. If a counterparty's obligation to the Fund is not collateralized, then the Fund is essentially an unsecured creditor of the counterparty. If a counterparty defaults, the Fund will still have contractual remedies (whether or not the obligation is collateralized), but the Fund may be unable to enforce them, thus causing the Fund to suffer a loss. Counterparty risk is greater for derivatives with longer maturities because of the longer time that events may occur that prevent settlement. Counterparty risk also is greater when the Fund has concentrated its derivatives with a single or small group of counterparties as it sometimes does as a result of its use of swaps and other OTC derivatives. Significant exposure to a single counterparty increases the Fund's counterparty risk. Funds that use swap contracts are subject, in particular, to the creditworthiness of the counterparties because some types of swap contracts have durations longer than six months (and, in some cases, decades). The creditworthiness of a counterparty may be adversely affected by greater than average volatility in the markets, even if the counterparty's net market exposure is small relative to its capital. Counterparty risk still exists even if a counterparty's obligations are secured by collateral because the Fund's interest in the collateral may not be perfected or additional collateral may not be promptly posted as required.

The Fund is also subject to counterparty risk because it executes its securities transactions through brokers and dealers. If a broker or dealer fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the Fund could miss investment opportunities or be unable to dispose of investments it would prefer to sell, resulting in losses for the Fund.

Counterparty risk with respect to derivatives has been and may continue to be affected by new rules and regulations affecting the derivatives market. As described under "Derivatives Risk" below, some derivatives transactions are required to be centrally cleared, and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared position, rather than the credit risk of its original counterparty to the derivatives transaction. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. A clearing member is obligated by contract and by applicable regulation to segregate all funds received from customers with respect to cleared derivatives positions from the clearing member's proprietary assets. However, all funds and other property received by a clearing member from its customers with respect to cleared derivatives are generally held by the clearing member on a commingled basis in an omnibus account, and the clearing member may invest those funds in instruments permitted under the applicable regulations. Therefore, the Fund might not be fully protected in the event of the bankruptcy of the Fund's clearing member because the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing member's customers for a relevant account class. Also, the clearing member is required to transfer to the clearing house the amount of margin required by the clearing house for cleared derivatives, which amounts are generally held in an omnibus account at the clearing house for all customers of the clearing member. Regulations promulgated by the Commodity Futures Trading Commission require that the clearing member notify the clearing house of the initial margin provided by the clearing member to the clearing house that is attributable to each customer. However, if the clearing member does not accurately report the Fund's initial margin, the Fund is subject to the risk that a clearing house will use the Fund's assets held in an omnibus account at the clearing house to satisfy payment obligations of a defaulting customer of the clearing member to the clearing house. In addition, clearing members generally provide the clearing house the net amount of variation margin required for cleared swaps for all of its customers in the aggregate, rather than individually for each customer. The Fund is therefore subject to the risk that a clearing house will not make variation margin payments owed to the Fund if another customer of the clearing member has suffered a loss and is in default, and the risk that the Fund will be required to provide additional variation margin to the clearing house before the clearing house will move the Fund's cleared derivatives transactions to another clearing member. In addition, if a clearing member does not comply with the applicable regulations or its agreement with the Fund, or in the event of fraud or misappropriation of customer assets by a clearing member, the Fund could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the clearing member.

Credit Risk
This is the risk that the issuer or guarantor of a fixed income investment or the obligor of an obligation underlying an asset-backed security will be unable or unwilling to satisfy its obligations to pay principal and interest or otherwise to honor its obligations in a timely manner. The market price of a fixed income investment will normally decline as a result of the issuer's, guarantor's, or obligor's failure to meet its payment obligations or the downgrading of its credit rating. This risk is particularly acute in environments (like those of 2008) in which financial services firms are exposed to systemic risks of the type evidenced by the insolvency of Lehman Brothers and subsequent market disruptions.

All fixed income securities are subject to credit risk. Financial strength and solvency of an issuer are the primary factors influencing credit risk. The risk varies depending upon whether the issuer is a corporation or U.S. or non-U.S. government (or sub-division or instrumentality), whether the particular security has a priority over other obligations of the issuer in payment of principal and interest and whether it has any collateral backing or credit enhancement. Credit risk may change over the life of a fixed income security. U.S. government securities are subject to varying degrees of credit risk depending upon whether the securities are supported by the full faith and credit of the United States, supported by the ability to borrow from the U.S. Treasury, supported only by the credit of the issuing U.S. government agency, instrumentality, or corporation, or otherwise supported by the United States. For example, issuers of many types of U.S. government securities (e.g., the Federal Home Loan Mortgage Corporation ("Freddie Mac"), Federal National Mortgage Association ("Fannie Mae"), and Federal Home Loan Banks), although chartered or sponsored by Congress, are not funded by Congressional appropriations and their fixed income securities, including mortgage-backed and other asset-backed securities, are neither guaranteed nor insured by the U.S. government. These securities are subject to more credit risk than U.S. government securities that are supported by the full faith and credit of the United States (e.g., U.S. Treasury bonds). Investments in sovereign debt involve the risk that the governmental entities responsible for repayment may be unable or unwilling to pay interest and repay principal when due. A governmental entity's willingness or ability to pay interest and repay principal in a timely manner may be affected by a variety of factors, including its cash flow, the size of its reserves, its access to foreign exchange, the relative size of its debt service burden to its economy as a whole, and political constraints. Investments in quasi-sovereign issuers are subject to the additional risk that the issuer may default independently of its sovereign. Sovereign debt risk is greater for fixed income securities issued or guaranteed by emerging countries.

In many cases, the credit risk of a fixed income security is reflected in its credit ratings, and a Fund holding such a security is subject to the risk that its rating will be downgraded.

U.S. government securities historically have presented minimal credit risk. However, recent events have led to a downgrade in the long-term U.S. credit rating by at least one major rating agency and have introduced greater uncertainty about the repayment by the United States of its obligations. A further credit rating downgrade or a U.S. credit default could decrease the value and increase the volatility of the Fund's investments.

As described under "Market Risk - Asset-Backed Securities" below, asset-backed securities may be backed by many types of assets and their payment of interest and repayment of principal largely depend on the cash flows generated by the assets backing them. The credit risk of a particular asset-backed security depends on many factors, as described under "Market Risk - Asset-Backed Securities" below.

The obligations of issuers also may be subject to bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. The Fund also is exposed to credit risk on a reference security to the extent it writes protection under credit default swaps. See "Derivatives Risk" below for more information regarding risks associated with the use of credit default swaps.

The extent to which the market price of a fixed income security changes in response to a credit event depends on a number of factors and can be difficult to predict. For example, floating rate securities may have final maturities of ten or more years, but their effective durations will tend to be very short. If the issuer of floating rate securities experiences an adverse credit event, or a change occurs in its perceived creditworthiness, the market price of its securities could decline much more than would be predicted by their effective duration.

Credit risk is particularly pronounced for below investment grade securities (commonly referred to as "junk bonds"). The sovereign debt of many non-U.S. governments, including their sub-divisions and instrumentalities, is below investment grade. Many asset-backed securities also are below investment grade. Below investment grade securities have speculative characteristics, often are less liquid than higher quality securities, present a greater risk of default and are more susceptible to real or perceived adverse industry conditions. In the event of default of sovereign debt, the Fund may be unable to pursue legal action against the sovereign issuer.

Currency Risk
Currency risk is the risk that fluctuations in exchange rates will adversely affect the market value of the Fund's investments. Currency risk includes the risk that the foreign currencies in which the Fund's investments are traded, in which the Fund receives income, or in which the Fund has taken a position, will decline in value relative to the U.S. dollar. Currency risk also includes the risk that the currency to which the Fund has obtained exposure through hedging declines in value relative to the currency being hedged, in which event the Fund may realize a loss both on the hedging instrument and on the currency being hedged. Currency exchange rates can fluctuate significantly for many reasons. See "Market Disruption and Geopolitical Risk" below.

Many of the underlying funds use derivatives to take overweighted or underweighted currency positions relative to the currency exposure of their portfolios. As a result, their currency exposure may differ (in some cases significantly) from the currency exposure of their benchmarks. If the exchange rates of the currencies involved do not move as expected, the Fund could lose money on its holdings of a particular currency and on the derivative. See also "Non-U.S. Investment Risk" below.

Some currencies are illiquid (e.g., some emerging country currencies), and the underlying fund may not be able to convert them into U.S. dollars, in which case GMO may decide to purchase U.S. dollars in a parallel market with an unfavorable exchange rate. Exchange rates for many currencies (e.g., some emerging country currencies) are particularly affected by exchange control regulations.

Derivative transactions in foreign currencies (such as futures, forwards, options and swaps) may involve leveraging risk in addition to currency risk, as described below under "Leveraging Risk." In addition, the obligations of counterparties in currency derivative transactions are often not secured by collateral, which increases counterparty risk (see "Counterparty Risk" above).

Derivatives Risk
The Fund may invest in derivatives, which are financial contracts whose value depends on, or is derived from, the value of underlying assets, reference rates or indices. Derivatives involve the risk that changes in their value may not move as expected relative to changes in the value of the assets, rates, or indices they are designed to track. Derivatives include futures, foreign currency contracts, swap contracts, reverse repurchase agreements and other OTC contracts. Derivatives may relate to securities, commodities, currencies, currency exchange rates, interest rates, inflation rates, and indices. The SAI contains a description of the various types and uses of derivatives in the Fund's investment strategies.

The use of derivatives involves risks that are in addition to, and potentially greater than, the risks of investing directly in securities and other more traditional assets. In particular, the use of OTC derivatives exposes the Fund to the risk that the counterparties will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. An OTC derivatives contract typically can be closed only with the consent of the other party to the contract. If the counterparty defaults, the Fund will still have contractual remedies but may not be able to enforce them. Because the contract for each OTC derivative is individually negotiated, the counterparty may interpret contractual terms (e.g., the definition of default) differently than the Fund, and if it does, the Fund may decide not to pursue its claims against the counterparty to avoid incurring the cost and unpredictability of legal proceedings. The Fund, therefore, may be unable to obtain payments GMO believes are owed to it under OTC derivatives contracts, or those payments may be delayed or made only after the Fund has incurred the costs of litigation.

The Fund may invest in derivatives that (i) do not require the counterparty to post collateral (e.g., foreign currency forwards), (ii) require collateral but that do not provide for the Fund's security interest in it to be perfected, (iii) require a significant upfront deposit by the Fund unrelated to the derivative's intrinsic value, or (iv) do not require the collateral to be regularly marked-to-market. When a counterparty's obligations are not fully secured by collateral, the Fund runs the risk of having limited recourse if the counterparty defaults. Even when obligations are required by contract to be collateralized, the Fund often will not receive the collateral the day the collateral is required to be posted.

The Fund may invest in derivatives with a limited number of counterparties, and events affecting the creditworthiness of any of those counterparties may have a pronounced effect on the Fund. Derivatives risk is particularly acute in environments (like those of 2008) in which financial services firms are exposed to systemic risks of the type evidenced by the insolvency of Lehman Brothers and subsequent market disruptions. In addition, during those periods, the Fund may have a greater need for cash to provide collateral for large swings in its mark-to-market obligations under the derivatives in which it has invested.

Derivatives also present risks described elsewhere in this "Description of Principal Investment Risks" section, including market risk, illiquidity risk, currency risk, credit risk and counterparty risk. Many derivatives, in particular OTC derivatives, are complex and their valuation often requires modeling and judgment, which increases the risk of mispricing or improper valuation. The pricing models used may not produce valuations that are consistent with the values the Fund realizes when it closes or sells an OTC derivative. Valuation risk is more pronounced when the Fund enters into OTC derivatives with specialized terms because the value of those derivatives in some cases is determined only by reference to similar derivatives with more standardized terms. As a result, incorrect valuations may result in increased cash payments to counterparties, under-collateralization and/or errors in the calculation of the Fund's net asset value.

The Fund's use of derivatives may not be effective or have the desired results. Moreover, suitable derivatives will not be available in all circumstances. For example, the economic costs of taking some derivative positions may be prohibitive, and if a counterparty or its affiliate is deemed to be an affiliate of the Fund, the Fund will not be permitted to trade with that counterparty. In addition, GMO may decide not to use derivatives to hedge or otherwise reduce an underlying fund's risk exposures, potentially resulting in losses for the underlying fund.

Swap contracts and other OTC derivatives are highly susceptible to illiquidity risk (see "Illiquidity Risk" below) and counterparty risk (see "Counterparty Risk" above), and are subject to documentation risks. Because many derivatives have a leverage component (i.e., a notional value in excess of the assets needed to establish and/or maintain the derivative position), adverse changes in the value or level of the underlying asset, rate or index may result in a loss substantially greater than the amount invested in the derivative itself. See "Leveraging Risk" below.

There is little case or other law interpreting the terms of most derivatives or characterizing their tax treatment. The Fund's use of derivatives may be subject to special tax rules and could generate additional taxable income for shareholders.

Cleared Derivatives. The U.S. government recently enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting and registration requirements. Because these requirements are new and evolving (and some of the rules are not yet final), its ultimate impact remains unclear.

Under recently adopted rules and regulations, transactions in some types of swaps (including interest rate swaps and credit default swaps on North American and European indices) are required to be centrally cleared. In a transaction involving those swaps ("cleared derivatives"), the Fund's counterparty is a clearing house rather than a bank or broker. Since the Fund is not a member of a clearing house and only members of a clearing house ("clearing members") can participate directly in the clearing house, the Fund holds cleared derivatives through accounts at clearing members. In cleared derivatives transactions, the Fund makes payments (including margin payments) to and receive payments from a clearing house through their accounts at clearing members. Clearing members guarantee performance of their clients' obligations to the clearing house.

In some ways, cleared derivative arrangements are less favorable to mutual funds than bilateral arrangements. For example, the Fund may be required to provide more margin for cleared derivatives positions than for bilateral derivatives positions. Also, in contrast to a bilateral derivatives position, following a period of notice to the Fund, a clearing member generally can require termination of an existing cleared derivatives position at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing positions or to terminate those positions at any time. Any increase in margin requirements or termination of existing cleared derivatives positions by the clearing member or the clearing house could interfere with the ability of the Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could expose the Fund to greater credit risk to its clearing member, because (as described under "Counterparty Risk" above) margin for cleared derivatives positions in excess of a clearing house's margin requirements typically is held by the clearing member. Also, the Fund is subject to risk if it enters into a derivatives transaction that is required to be cleared (or that GMO expects to be cleared), and no clearing member is willing or able to clear the transaction on the Fund's behalf. While the documentation in place between the Fund and its clearing members generally provides that the clearing members will accept for clearing all cleared derivatives transactions that are within credit limits (specified in advance) for the Fund, the Fund is still subject to the risk that no clearing member will be willing or able to clear a transaction. In those cases, the position might have to be terminated, and the Fund could lose some or all of the benefit of the position, including loss of an increase in the value of the position and loss of hedging protection. In addition, the documentation governing the relationships between the Fund and clearing members is drafted by the clearing members and generally is less favorable to the Fund than typical bilateral derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Fund in favor of the clearing member for losses the clearing member incurs as the Fund's clearing member and typically does not provide the Fund any remedies if the clearing member defaults or becomes insolvent. While futures contracts entail similar risks, the risks likely are more pronounced for cleared derivatives due to their more limited liquidity and market history.

Some types of cleared derivatives are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Fund. For example, swap execution facilities typically charge fees, and if the Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. Also, the Fund may indemnify a swap execution facility, or a broker intermediary who executes cleared derivatives on a swap execution facility on the Fund's behalf, against any losses or costs that may be incurred as a result of the Fund's transactions on the swap execution facility. If the Fund wishes to execute a package of transactions that include a swap that is required to be executed on a swap execution facility as well as other transactions (for example, a transaction that includes both a security and an interest rate swap that hedges interest rate exposure with respect to such security), it is possible the Fund could not execute all components of the package on the swap execution facility. In that case, the Fund would need to trade certain components of the package on the swap execution facility and other components of the package in another manner, which could subject the Fund to the risk that certain of the components of the package would be executed successfully and others would not, or that the components would be executed at different times, leaving the Fund with an unhedged position for a period of time.

These and other new rules and regulations could, among other things, further restrict the Fund's ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. These rules and regulations are new and evolving, so their potential impact on the Fund and the financial system are not yet known. While the new rules and regulations and central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that they will achieve that result, and in the meantime, as noted above, central clearing and related requirements expose the Fund to new kinds of costs and risks.

Options. The market price of written options will be affected by many factors, including changes in the market price or dividend rates of underlying securities (or in the case of indices, the securities comprising such indices); changes in interest rates or exchange rates; changes in the actual or perceived volatility of the relevant stock market and underlying securities; and the time remaining before an option's expiration. The market price of an option also may be adversely affected if the market for the option becomes less liquid. In addition, since an American-style option allows the holder to exercise its rights any time prior to the option's expiration, the writer of an American-style option has no control over when it may be required to fulfill its obligations as a writer of the option. (This risk is not present when writing a European-style option because the holder may only exercise the option on its expiration date.) If a Fund writes a call option and does not hold the underlying security or instrument, the Fund's potential loss is theoretically unlimited.

National securities exchanges generally have established limits on the maximum number of options an investor or group of investors acting in concert may write. The Fund, GMO, and other funds advised by GMO may constitute such a group. These limits could restrict the Fund's ability to purchase or write options on a particular security.

Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options (i.e., options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While a Fund has greater flexibility to tailor an OTC option, OTC options generally expose the Fund to greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary market risks.

Special tax rules apply to the Fund's transactions in options, which could increase the amount of taxes payable by shareholders. In particular, the Fund's options transactions potentially could cause a substantial portion of the Fund's income to consist of net short-term capital gains, which, when distributed, are taxable to shareholders at ordinary income tax rates.

Short Investment Exposure. A Fund may make short sales as part of their investment programs in an attempt to increase their returns or for hedging purposes. A Fund may make short sales "against the box," meaning the Fund may make short sales where the Fund owns, or has the right to acquire at no added cost, securities or currencies identical to those sold short. Short sales expose a Fund to the risk that it will be required to acquire, convert, or exchange securities or currencies to replace the borrowed securities at a time when the securities or currencies sold short have appreciated in value, thus resulting in a loss to the Fund.

In addition, a Fund may engage in short sales of securities or currencies, including securities or currencies that they do not own. To do so, a Fund borrows a security (e.g., shares of an ETF) or currency from a broker and sells it to a third party. If a Fund engages in short sales of securities or currencies it does not own, it may have to pay a premium to borrow the securities or currencies and must pay to the lender any dividends or interest it receives on the securities or currencies while they are borrowed. In addition, purchasing securities or currencies to close out a short position can itself cause the price of the securities or currencies to rise further, thereby exacerbating any losses. A Fund also may create short investment exposure by taking a derivative position in which the value of the derivative moves in the opposite direction from the price of an underlying investment, pool of investments, index or currency. Short sales of securities or currencies a Fund does not own and "short" derivative positions involve forms of investment leverage, and the amount of the Fund's potential loss is theoretically unlimited. A Fund is subject to increased leveraging risk and other investment risks described in this "Description of Principal Risks" section to the extent it sells short securities or currencies it does not own or takes "short" derivative positions.

Focused Investment Risk
A Fund whose investments are focused in particular countries, regions, sectors, companies or industries that are subject to the same or similar risk factors (e.g., different industries within broad sectors, such as technology or financial services) or in securities from issuers that are subject to the same or similar risk factors, is subject to greater overall risk than a fund whose investments are more diversified. A Fund that invests in the securities of a limited number of issuers is particularly exposed to adverse developments affecting those issuers, and a decline in the market price of a particular security held by the Fund is likely to affect the Fund's performance more than if the Fund invested in the securities of a larger number of issuers.

A Fund that focuses its investments in a particular type of security or sector, or in securities of companies in a particular industry, is vulnerable to events affecting those securities, sectors or companies. Securities, sectors or companies that share common characteristics are often subject to similar business risks and regulatory burdens, and often react similarly to specific economic, market, political or other developments.

Similarly, a Fund that invests a significant portion of its assets in investments tied economically to (or related to) a particular geographic region, country (e.g., Taiwan or Japan) or particular market (e.g., emerging markets) has more exposure to regional and country economic risks than a fund making investments throughout the world. The political and economic prospects of one country or group of countries within the same geographic region may affect other countries in that region, and a recession, debt crisis, or decline in currency valuation in one country can spread to other countries. Furthermore, companies in a particular geographic region or country are vulnerable to events affecting other companies in that region or country because they often share common characteristics, are exposed to similar business risks and regulatory burdens, and react similarly to specific economic, market, political or other developments.

To the extent an underlying fund concentrates its investments in the natural resources sector, it is particularly exposed to adverse developments, including adverse price movements, affecting issuers in the natural resources sector and is subject to greater risks than a fund that invests in a wider range of industries. In addition, the market prices of securities of companies in the natural resources sector may be more volatile than those of securities of companies in other industries. Some of the commodities used as raw materials or produced by these companies are subject to broad price fluctuations as a result of industry-wide supply and demand factors. Companies in the natural resources sector often have limited pricing power over supplies or for the products they sell, which can affect their profitability. Companies in the natural resources sector also may be subject to special risks associated with natural or man-made disasters. In addition, the natural resources sector can be especially affected by political and economic developments, government regulations including changes in tax law or interpretations of law, energy conservation, and the success of exploration projects. Specifically, the natural resource sector can be significantly affected by import controls, worldwide competition, changes in consumer sentiment and spending, and can be subject to liability for, among other things, environmental damage, depletion of resources, and mandated expenditures for safety and pollution control. An underlying fund's concentration in the securities of natural resource companies exposes it to the price movements of natural resources to a greater extent than if it were more broadly diversified. An underlying fund that invests primarily in the natural resources sector runs the risk of performing poorly during an economic downturn or a decline in demand for natural resources.

Fund of Funds Risk
A Fund that invests in shares of other investment companies, including other GMO Funds, money market funds and ETFs (for purposes of this risk disclosure, "underlying Funds"), is exposed to the risk that the underlying Funds will not perform as expected.

Because the Fund bears the fees and expenses of the underlying Funds in which it invests (absent reimbursement of those expenses), the Fund will incur additional expenses when investing in underlying Funds. In addition, total Fund expenses will increase if the Fund makes a new or further investment in underlying Funds with higher fees or expenses than the average fees and expenses of the underlying Funds then in the Fund's portfolio.

The Fund also is indirectly exposed to all of the risks of an investment in the underlying Funds. Because some underlying Funds (e.g., many of the Bond Funds) invest a substantial portion of their assets in other GMO Funds (pursuant to an exemptive order obtained from the SEC), such funds have more tiers of investments than funds in many other groups of investment companies. A Fund that invests in shares of other GMO Funds is subject indirectly to Large Shareholder Risk because those other GMO Funds are more likely to have large shareholders (e.g., other GMO Funds). See "Large Shareholder Risk" below.

Investments in ETFs involve the risk that the ETF's performance may not track the performance of the index the ETF is designed to track. In addition, ETFs often use derivatives to track the performance of the relevant index, and, therefore, investments in those ETFs are subject to the same derivatives risks discussed above.

Illiquidity Risk
Illiquidity risk is the risk that low trading volume, lack of a market maker, large position size, or legal restrictions (including daily price fluctuation limits or "circuit breakers") limits or prevents the Fund from selling particular securities or closing derivative positions at desirable prices. In addition to these risks, the Fund is exposed to illiquidity risk when it has an obligation to purchase particular securities (e.g., as a result of entering into reverse repurchase agreements, writing a put, or closing out a short position). A Fund with a principal investment strategy that involves investment in asset-backed securities, emerging country debt securities, securities of companies with smaller market capitalizations or smaller total float-adjusted market capitalizations, and emerging market securities is subject to the greatest illiquidity risk. These types of investments can be difficult to value, exposing a Fund to the risk that the price at which it sells them will be less than the value placed on them when they were held by the Fund. In addition, TIPS have exhibited periods of greatly reduced liquidity when disruptions in fixed income markets have occurred, such as the events surrounding the bankruptcy of Lehman Brothers in 2008. Less liquid securities are more susceptible than other securities to price declines when market prices decline generally. An underlying GMO fund with a benchmark may buy securities that are less liquid than those in its benchmark.

An underlying fund's ability to use options as part of its investment program depends on the liquidity of those instruments. In addition, a liquid market may not exist when an underlying fund seeks to close out an option position. Also, the hours of trading for options on an exchange may not conform to the hours during which the securities held by an underlying fund are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the markets for underlying securities that are not immediately reflected in the options markets. If an underlying fund receives a redemption request and is unable to close out an option that it has sold, the underlying fund may temporarily be leveraged in relation to its assets.

Large Shareholder Risk
If a large number of shares of a Fund is held by a single shareholder (e.g., an institutional investor or another GMO Fund) or a group of shareholders with a common investment strategy (e.g., GMO asset allocation accounts), the Fund is subject to the risk that a redemption by those shareholders of all or a large portion of their Fund shares will adversely affect the Fund's performance by forcing the Fund to sell portfolio securities to raise the cash needed to satisfy the redemption request. In addition, the Funds and other accounts over which GMO has investment discretion that invest in the Funds are not limited in how often they may purchase or sell Fund shares. GMO Asset Allocation Funds and separate accounts managed by GMO for its clients hold substantial percentages of the shares of many underlying funds, and asset allocation decisions by GMO may result in substantial redemptions from (or investments in) those underlying funds. These transactions may adversely affect the Fund's performance to the extent that the Fund is required to sell investments (or invest cash) when it would not otherwise do so. Redemptions of a large number of shares also may increase transaction costs or, by necessitating a sale of portfolio securities, have adverse tax consequences for shareholders. Additionally, in the case of Funds that are regulated investment companies for U.S. federal income tax purposes, they also potentially limit the use of any capital loss carryforwards and certain other losses to offset future realized capital gains (if any) and may limit or prevent a Fund's use of tax equalization. In addition, a Fund that invests in other GMO Funds subject to Large Shareholder Risk is indirectly subject to this risk.

Leveraging Risk
The use of reverse repurchase agreements and other derivatives and securities lending creates leverage (i.e., the Fund's investment exposures exceed its net asset value). Leverage increases the Fund's losses when the value of its investments (including derivatives) declines. Because many derivatives have a leverage component (i.e., a notional value in excess of the assets needed to establish or maintain the derivative position), adverse changes in the value or level of the underlying asset, rate or index may result in a loss substantially greater than the amount invested in the derivative itself. In the case of swaps, the risk of loss generally is related to a notional principal amount, even if the parties have not made any initial investment. Some derivatives have the potential for unlimited loss, regardless of the size of the initial investment. The Fund's portfolio also will be leveraged if it borrows money to meet redemption requests or settle investment transactions or if it exercises its right to delay payment on a redemption.

The Fund may manage some of its derivative positions by offsetting derivative positions against one another or against other assets. To the extent offsetting positions do not behave in relation to one another as expected, the Fund may perform as if it were leveraged.

Management and Operational Risk
The Fund is subject to management risk because it relies on GMO's ability to achieve its investment objective. The Fund runs the risk that GMO's investment techniques will fail to produce desired results and cause the Fund to incur significant losses. GMO also may fail to use derivatives effectively, choosing to hedge or not to hedge positions at disadvantageous times.

As described in the Fund's summary, GMO uses quantitative analyses and models as part of its investment process. Any imperfections, errors, or limitations in those analyses and models could affect a Fund's performance. By necessity, these analyses and models make simplifying assumptions that limit their effectiveness. Models that appear to explain prior market data can fail to predict future market events. Further, the data used in models may be inaccurate or may not include the most recent information about a company or a security. The Fund also runs the risk that GMO's assessment of an investment may be wrong. There can be no assurance that key GMO personnel will continue to be employed by GMO. The loss of their services could have an adverse impact on GMO's ability to achieve the Fund's investment objectives.

The Fund also is subject to the risk of loss as a result of other services provided by GMO and other service providers, including pricing, administrative, accounting, tax, legal, custody, transfer agency, and other services. Operational risk includes the possibility of loss caused by inadequate procedures and controls, human error, and system failures by a service provider. For example, trading delays or errors (both human and systematic) could prevent a Fund from benefiting from potential investment gains or avoiding losses. GMO is not contractually liable to the Fund for losses associated with operational risk absent its willful misfeasance, bad faith, gross negligence, or reckless disregard of its contractual obligations to provide services to the Fund. Other Fund service providers also have limitations on their liability to the Fund for losses resulting from their errors.

With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, investment companies (such as the Fund) and their service providers (including GMO) may be prone to operational and information security risks resulting from cyber-attacks and/or other technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, a Fund, GMO, a sub-adviser, or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or its shareholders. For instance, cyber-attacks may interfere with the processing of shareholder transactions, affect a Fund's ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. While GMO has established business continuity plans and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Similar types of cyber security risks also are present for issuers of securities in which the Funds invest, which could result in material adverse consequences for such issuers, and may cause a Fund's investment in such securities to lose value.

Market Disruption and Geopolitical Risk
The Fund is subject to the risk that geopolitical and other events will disrupt securities markets, adversely affect global economies and markets and thereby decrease the value of the Fund's investments. Terrorism in the United States and around the world has increased geopolitical risk. The terrorist attacks on September 11, 2001 resulted in the closure of some U.S. securities markets for four days, and similar attacks are possible in the future. Securities markets may be susceptible to market manipulation (e.g., the potential manipulation of the London Interbank Offered Rate (LIBOR)) or other fraudulent trade practices, which could disrupt the orderly functioning of these markets or adversely affect the value of investments traded in these markets, including investments of the Fund. While the U.S. government has honored its credit obligations continuously for the last 200 years, a default by the U.S. government or a downgrade of its credit rating would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of the Fund's investments. Similarly, political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of many Fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. The uncertainty surrounding the sovereign debt of a significant number of European Union countries, as well as the continued existence of the European Union itself, have disrupted and may continue to disrupt markets in the United States and around the world. If one or more countries leave the European Union or the European Union dissolves, the world's securities markets likely will be significantly disrupted. Substantial government interventions (e.g., currency controls), also could negatively affect the Fund. War, terrorism, economic uncertainty, and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters, such as the earthquake and tsunami in Japan in early 2011, and systemic market dislocations of the kind surrounding the insolvency of Lehman Brothers in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of the Fund's investments. During such market disruptions, the Fund's exposure to the risks described elsewhere in this section will likely increase. Market disruptions, including sudden government interventions, can also prevent the Fund from implementing its investment programs for a period of time and achieving its investment objectives. For example, a market disruption may adversely affect the orderly functioning of the securities markets and may cause the Fund's derivatives counterparties to discontinue offering derivatives on some underlying commodities, securities, reference rates or indices, or to offer them on a more limited basis. To the extent that the Fund has focused its investments in the stock index of a particular region, adverse geopolitical and other events in that region could have a disproportionate impact on the Fund.

The Fund is subject to market risk, which is the risk that the market value of their holdings will decline. Market risks include Market Risk – Asset-Backed Securities, Market Risk – Equities, and Market Risk – Fixed Income Investments.

Market Risk - Asset-Backed Securities
Investments in asset-backed securities not only are subject to all of the market risks described below for fixed-income securities but to other market risks, as well.

To the extent the Fund invests in asset-backed securities, it is exposed to the risk of severe credit downgrades, illiquidity, and defaults to a greater extent than many other types of fixed income investments. These risks are particularly acute during periods of adverse market conditions, such as those that occurred in 2008. Asset-backed securities may be backed by many types of assets, including pools of residential and commercial mortgages, automobile loans, educational loans, home equity loans, and credit-card receivables. They also may be backed by pools of corporate or sovereign bonds, bank loans made to corporations, or a combination of these bonds and loans (commonly referred to as "collateralized debt obligations" or "collateralized loan obligations") and by the fees earned by service providers.

As described under "Market Risk - Fixed Income Investments" below, the market price of fixed income investments with complex structures, such as asset-backed securities, can decline due to a number of factors, including market uncertainty about their credit quality and the reliability of their payment streams. Payment of interest on asset-backed securities and repayment of principal largely depend on the cash flow generated by the assets backing the securities, as well as the deal structure (e.g., the amount of underlying assets or other support available to produce the cash flows necessary to service interest and make principal payments), the quality of the underlying assets, the level of credit support and the credit quality of the credit-support provider, if any, and the reliability of various other service providers with access to the payment stream. A problem in any one of these areas can lead to a reduction in the payment stream GMO expected the Fund to receive at the time the Fund purchased the asset-backed security. Asset-backed securities involve risk of loss of principal if obligors of the underlying obligations default and the value of the defaulted obligations exceeds whatever credit support the securities may have. Asset-backed securities backed by sub-prime mortgage loans, in particular, may expose the Fund to significantly greater declines in value due to defaults because sub-prime mortgage loans are typically made to less creditworthy borrowers and thus have a higher risk of default than conventional mortgage loans. The obligations of issuers (and obligors of asset-backed securities) also are subject to bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. As of the date of this Prospectus, many asset-backed securities owned by the Fund that were once rated investment grade are now rated below investment grade. See "Credit Risk" above for more information about credit risk.

With the deterioration of worldwide economic and liquidity conditions that occurred and became acute in 2008, the markets for asset-backed securities became fractured, and uncertainty about the creditworthiness of those securities (and underlying assets) caused credit spreads (the difference between yields on asset-backed securities and U.S. Government securities) to widen dramatically. Concurrently, systemic risks of the type evidenced by the insolvency of Lehman Brothers and subsequent market disruptions reduced the ability of financial institutions to make markets in many fixed income securities. These events reduced liquidity and contributed to substantial declines in the market prices of asset-backed and other fixed income securities. These conditions may occur again. Also, government actions and proposals affecting the terms of underlying home and consumer loans, changes in demand for products (e.g., automobiles) financed by those loans, and the inability of borrowers to refinance existing loans (e.g., sub-prime mortgages) have had, and may continue to have, adverse valuation and liquidity effects on asset-backed securities.

The market price of an asset-backed security may depend on the servicing of its underlying assets and is, therefore, subject to risks associated with the negligence or defalcation of its servicer. In some circumstances, the mishandling of related documentation also may affect the rights of security holders in and to the underlying assets. The insolvency of an entity that generated the assets underlying an asset-backed security is likely to result in a decline in the market price of that security, as well as costs and delays. The obligations underlying asset-backed securities, in particular securities backed by pools of residential and commercial mortgages, also are subject to unscheduled prepayment, and the Fund may be unable to invest prepayments at as high a yield as was provided by the asset-backed security. When interest rates rise, these obligations also may be repaid more slowly than anticipated, and the market price of the Fund's investment may decrease.

The risk of investing in asset-backed securities has increased since the deterioration in worldwide economic and liquidity conditions referred to above because performance of the various sectors in which the assets underlying asset-backed securities are concentrated (e.g., auto loans, student loans, sub-prime mortgages, and credit card receivables) has become more highly correlated. See "Focused Investment Risk" above for more information about risks of investing in correlated sectors. A single financial institution may serve as a trustee for many asset-backed securities. As a result, a disruption in that institution's business may have a material impact on many investments.

Market Risk - Equities
To the extent the Fund invests in equities, it runs the risk that the market prices of those investments will decline. The market prices of equities may decline for reasons that directly relate to the issuing company, such as poor performance by the company's management or reduced demand for its goods or services. They also may decline due to factors that affect a particular industry, such as a decline in demand, labor or raw material shortages or increased production costs. In addition, market prices may decline as a result of general market conditions not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. Equities generally have significant price volatility, and the market prices of equities can decline in a rapid or unpredictable manner. If a Fund purchases equities for less than their value as determined by GMO, the Fund runs the risk that the market prices of these equities will not appreciate or will decline for a variety of reasons, on of which may be GMO's overestimation of those investments. The market prices of equities trading at high multiples of current earnings often are more sensitive to changes in future earnings expectations than the market prices of equities trading at lower multiples.

Market Risk - Fixed Income Investments
To the extent the Fund invests in fixed income securities (including bonds, notes, bills, synthetic debt instruments, and asset-backed securities) it is subject to various market risks. The market price of a fixed income investment can decline due to a number of market-related factors, including rising interest rates and widening credit spreads, or decreased liquidity stemming from the market's uncertainty about the value of a fixed income investment (or class of fixed income investments). In addition, the market price of fixed income investments with complex structures, such as asset-backed securities and sovereign and quasi-sovereign debt instruments, can decline due to market uncertainty about their credit quality and the reliability of their payment streams. Some fixed income securities also are subject to unscheduled prepayment, and the Fund may be unable to invest prepayments at as high a yield as was provided by the fixed income security. When interest rates rise, these securities also may be repaid more slowly than anticipated, and the market price of the Fund's investment may decrease. During periods of economic uncertainty and change, the market price of the Fund's investments in below investment grade securities (commonly referred to as "junk bonds") may be particularly volatile. Often junk bonds are subject to greater sensitivity to interest rate and economic changes than higher rated bonds and can be more difficult to value, exposing the Fund to the risk that the price at which it sells them will be less than the value placed on them when they were held by the Fund. See "Credit Risk" and "Illiquidity Risk" above for more information about these risks.

A principal risk run by the Fund with a significant investment in fixed income securities is that an increase in prevailing interest rates will cause the market price of those securities to decline. The risk associated with increases in interest rates (also called "interest rate risk") is generally greater for a Fund investing in fixed income securities with longer durations.

The extent to which a fixed income security's price changes with changes in interest rates is referred to as interest rate duration, which can be measured mathematically or empirically. A longer-maturity investment generally has longer interest rate duration because the investment's fixed rate is locked in for a longer period of time. Floating-rate or adjustable-rate securities, however, generally have shorter interest rate durations because their interest rates are not fixed but rather float up and down as interest rates change. Conversely, inverse floating-rate securities have durations that move in the opposite direction from short-term interest rates and thus tend to underperform fixed rate securities when interest rates rise but outperform them when interest rates decline. To the extent the Fund invests in fixed income securities paying no interest, such as zero coupon and principal-only securities, it will be exposed to additional interest rate risk.

The market price of inflation indexed bonds (including Inflation-Protected Securities issued by the U.S. Treasury ("TIPS")) typically will decline during periods of rising real interest rates (i.e., nominal interest rate minus inflation) and increase during periods of declining real interest rates. In some interest rate environments, such as when real interest rates are rising faster than nominal interest rates, the market price of inflation indexed bonds may decline more than the price of non-inflation indexed (or nominal) fixed income bonds with similar maturities. There can be no assurance, however, that the value of inflation-indexed bonds will change in the same proportion as changes in nominal interest rates, and short-term increases in inflation may lead to a decline in their value.

Generally, when interest rates on short term U.S. Treasury obligations equal or approach zero, a Fund that invests a substantial portion of its assets in U.S. Treasury obligations, such as GMO U.S. Treasury Fund, will have a negative return unless GMO waives or reduces its management fees.

Market risk for fixed income securities denominated in foreign currencies is also affected by currency risk. See "Currency Risk" above.

Fixed income markets may, in response to governmental intervention, economic or market developments, or other factors, experience periods of high volatility and/or reduced liquidity. During those periods, a Fund could also experience high levels of shareholder redemptions and may have to sell securities when it would otherwise not do so, including at unfavorable prices. Fixed income investments may be difficult to value during such periods. In recent periods, central banks and governmental financial regulators, including the U.S. Federal Reserve, have maintained historically low interest rates by purchasing bonds. Steps to curtail or "taper" such activities and other actions by central banks or regulators (such as intervention in foreign currency markets or currency controls) could have a material adverse effect on the Fund.

Merger Arbitrage Risk
The Fund may engage in merger arbitrage transactions, where the Fund will purchase securities at prices below GMO's anticipated value of the cash, securities or other consideration to be paid or exchanged for such securities upon successful completion of a proposed merger, exchange offer, tender offer, or other similar transaction. Such purchase price may be substantially in excess of the market price of the securities prior to the announcement of the merger, exchange offer, tender offer, or other similar transaction.

If the Fund purchases securities in anticipation of a proposed merger, exchange offer, tender offer, or other similar transaction, and that transaction later appears unlikely to be consummated or in fact is not consummated or is delayed, the market price of the security purchased by the Fund may decline sharply and result in losses to the Fund if such securities are sold, transferred or exchanged for securities or cash, the value of which is less than the purchase price. There is typically asymmetry in the risk/reward payout of merger arbitrage strategies – the losses that can occur in the event of deal break-ups can far exceed the gains to be had if deals close successfully. The consummation of mergers, exchange offers, tender offers, and similar transactions can be prevented or delayed by a variety of factors, including regulatory and antitrust restrictions, political motivations, industry weakness, stock specific events, failed financings, and general market declines.

Merger arbitrage strategies depend for success on the overall volume of merger activity, which has historically been cyclical in nature. During periods when merger activity is low, it may be difficult or impossible to identify opportunities for profit or to identify a sufficient number of such opportunities to provide diversification among potential merger transactions. Merger arbitrage strategies are also subject to the risk of overall market movements. To the extent that a general increase or decline in equity market values affects the securities involved in a merger arbitrage position differently, the position may be exposed to loss.

In conjunction with merger arbitrage transactions, the Fund may make short sales of securities in an effort to maximize risk-adjusted returns. For example, when the terms of a proposed acquisition call for an exchange of securities, the Fund may sell short the securities of the acquiring company in order to protect against a decline in the market value of those securities prior to the acquisition's completion. The Fund also may employ a variety of hedging strategies to protect against market fluctuations or other risks, and may use derivatives otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers.

At any given time, the Fund can become improperly hedged, which can lead to inadvertent market-related losses. Also, the Fund may not be able to hedge against market fluctuations or other risks, and market movements can result in losses to the Fund even if the proposed transaction is consummated. In addition, the Fund may sell short securities expected to be issued in a merger or exchange offer in anticipation of the short position being covered by delivery of such security when issued. If the merger or exchange offer is not consummated, the Fund may be forced to cover its short position by acquiring, converting, or exchanging securities to replace the borrowed securities at a time when the securities sold short have appreciated in value, thus resulting in a loss.

Non-Diversified Funds Risk
The Fund invests a portion of its assets in shares of one or more other funds that are not "diversified" investment companies within the meaning of the 1940 Act. This means they are allowed to invest in the securities of relatively few issuers and/or foreign currencies. As a result, they may be subject to greater credit, market and other risks, and poor performance by a single issuer may have a greater impact on their performance, than if they were "diversified." The Fund may invest without limitation in funds that are not diversified.

Non-U.S. Investment Risk
A Fund that invests in non-U.S. securities is subject to additional and more varied risks than a fund whose investments are limited to U.S. securities. Non-U.S. securities markets often include securities of only a limited number of companies in a limited number of industries. As a result, the market prices of many of the securities traded on those markets fluctuate more than those of U.S. securities. In addition, issuers of non-U.S. securities often are not subject to the same degree of regulation as U.S. issuers. The reporting, accounting, custody and auditing standards to which those issuers are subject differ, in some cases significantly, from U.S. standards. Transactions in non-U.S. securities generally involve higher commission rates, transfer taxes, and custodial costs. In addition, some jurisdictions may limit the Fund's ability to profit from short term trading (as defined in the relevant jurisdiction).

A Fund may be subject to non-U.S. taxation, including potentially on a retroactive basis, on (i) capital gains it realizes or dividends or interest it receives on non-U.S. investments, (ii) transactions in those investments, and (iii) the repatriation of proceeds generated from the sale of those investments. A Fund may seek to collect a refund of taxes paid, but its efforts may not be successful, in which case the Fund will have incurred additional expenses for no economic benefit. A Fund's decision to pursue a refund is in its sole discretion, and, particularly in light of the costs involved, it may decide not to pursue a refund, even if eligible. The outcome of a Fund's pursuit of a refund is not predictable, and potential refunds generally are not reflected in the net asset value of a Fund.

Also, investing in non-U.S. securities exposes the Fund to the risk of nationalization, expropriation, or confiscatory taxation of assets of their issuers, adverse changes in investment regulations, capital requirements or exchange controls (which may include suspension of the ability to transfer currency from a country), and adverse political and diplomatic developments, including the imposition of economic sanctions.

In some non-U.S. markets, custody arrangements for securities provide significantly less protection than custody arrangements in U.S. markets, and prevailing custody and trade settlement practices (e.g., the requirement to pay for securities prior to receipt) expose the Fund to credit and other risks it does not have in the United States with respect to brokers, custodians, clearing banks or other clearing agents, escrow agents and issuers. Fluctuations in foreign currency exchange rates also will affect the market value of the Fund's non-U.S. investments (see "Currency Risk" above).

U.S. investors are required to maintain a license to invest directly in many non-U.S. markets. These licenses are often subject to limitations, including maximum investment amounts. Once a license is obtained, the Fund's ability to continue to invest directly is subject to the risk that the license will be terminated or suspended. If a license is terminated or suspended, to obtain exposure to the market, the Fund will be required to purchase American Depositary Receipts, Global Depositary Receipts, shares of other funds that are licensed to invest directly, or derivative instruments. The receipt of a non-U.S. license by one of GMO's clients may preclude other clients, including an underlying fund, from obtaining a similar license, and this could limit the underlying fund's investment opportunities. In addition, the activities of another of GMO's clients could cause the suspension or revocation of a license and thereby limit an underlying fund's investment opportunities.

A Fund that invests a significant portion of its assets in securities of issuers tied economically to emerging countries (or investments related to emerging markets) is subject to greater non-U.S. investment risk than a fund investing primarily in more developed non-U.S. countries (or markets). The risks of investing in those securities include: greater fluctuations in currency exchange rates; increased risk of default (by both government and private issuers); greater social, economic, and political uncertainty and instability (including the risk of war or natural disaster); increased risk of nationalization, expropriation, or other confiscation of assets of issuers of securities in a Fund's portfolio; greater governmental involvement in the economy; less governmental supervision and regulation of the securities markets and participants in those markets; controls on non-U.S. investment, capital controls and limitations on repatriation of invested capital, dividends, interest and other income and on the Fund's ability to exchange local currencies for U.S. dollars; inability to purchase and sell investments or otherwise settle security or derivative transactions (i.e., a market freeze); unavailability of currency hedging techniques; differences in, or lack of, auditing and financial reporting standards and resulting unavailability of material information about issuers; slower clearance and settlement; difficulties in obtaining and/or enforcing legal judgments; and significantly smaller market capitalizations of issuers.

Smaller Company Risk
Companies with smaller market capitalizations, including small- and mid-cap companies, may have limited product lines, markets or financial resources, may lack the competitive strength of larger companies, may have inexperienced managers or depend on a few key employees. In addition, their securities often are less widely held and trade less frequently and in lesser quantities, and their market prices often fluctuate more, than the securities of companies with larger market capitalizations. Market risk and illiquidity risk are particularly pronounced for securities of these companies.

Portfolio Holdings Information

A description of the Wells Fargo Advantage Funds' policies and procedures with respect to disclosure of the Wells Fargo Advantage Funds' portfolio holdings is available in the Fund's Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for the Fund. The substance of the information contained in such commentaries will also be posted to the Fund's Web site at wellsfargoadvantagefunds.com.

Management of the Fund

The Adviser and Portfolio Managers

Wells Fargo Funds Management, LLC ("Funds Management"), headquartered at 525 Market Street, San Francisco, CA 94105, serves as the adviser for the Fund. Funds Management is a wholly owned subsidiary of Wells Fargo & Company, a publicly traded diversified financial services company that provides banking, insurance, investment, mortgage and consumer financial services. Funds Management is a registered investment adviser that provides advisory services for registered mutual funds, closed-end funds and other funds and accounts.

As adviser, Funds Management is responsible for implementing the investment objectives and strategies of the Fund. Funds Management's investment professionals review and analyze the Fund's performance, including relative to peer funds, and monitor the Fund's compliance with its investment objective and strategies. Funds Management is responsible for reporting to the Board on investment performance and other matters affecting the Fund. When appropriate, Funds Management recommends to the Board enhancements to Fund features, including changes to Fund investment objectives, strategies and policies. Funds Management also communicates with shareholders and intermediaries about Fund performance and features.

For providing these investment advisory services, Funds Management is entitled to receive the fees disclosed in the row captioned "Management Fees" in the Fund's table of Annual Fund Operating Expenses. A discussion regarding the basis for the Board's approval of the advisory agreement for the Fund is available in the Fund's annual shareholder report for the fiscal year ended April 30th.

As compensation for its advisory and Fund-level administrative services, Funds Management is entitled to receive a monthly fee at the annual rates indicated below of the Fund's average daily net assets:

Advisory Fees Paid
	As a % of average daily net assets
Absolute Return Fund	0.19%

As compensation for its advisory services to the Benchmark-Free Allocation Fund, Benchmark-Free Allocation Fund pays GMO an annual management fee equal to 0.65% of Benchmark-Free Allocation Fund's average daily net assets. Pursuant to the terms of Benchmark-Free Allocation Fund's management contract, the fees payable to GMO under the management contract are reduced or waived to the extent necessary to offset the management fees directly or indirectly paid to GMO as a result of the Benchmark-Free Allocation Fund's investment in the underlying funds.

Ben Inker, CFA

The Fund invests substantially all of its assets directly in Benchmark-Free Allocation Fund. GMO's Asset Allocation Team (the "Team") is primarily responsible for the investment management of Benchmark-Free Allocation Fund. The Team's investment professionals work collaboratively to manage Benchmark-Free Allocation Fund's portfolio. Ben Inker and Sam Wilderman, the Co-Heads and Senior Members of the Team, oversee the implementation of the trades on behalf of Benchmark-Free Allocation Fund, review the overall composition of the portfolio, including compliance with stated investment objectives and strategies, and monitor cash. Mr. Inker has been responsible for overseeing the portfolio management of GMO's asset allocation portfolios since 1996.

Sam Wilderman, CFA

The Fund invests substantially all of its assets directly in Benchmark-Free Allocation Fund. GMO's Asset Allocation Team (the "Team") is primarily responsible for the investment management of Benchmark-Free Allocation Fund. The Team's investment professionals work collaboratively to manage Benchmark-Free Allocation Fund's portfolio. Ben Inker and Sam Wilderman, the Co-Heads and Senior Members of the Team, oversee the implementation of the trades on behalf of Benchmark-Free Allocation Fund, review the overall composition of the portfolio, including compliance with stated investment objectives and strategies, and monitor cash. Mr. Wilderman has been responsible for overseeing the portfolio management of GMO's asset allocation portfolios since September 2012. Previously, Mr. Wilderman was Co-Head of GMO's Global Equity Team.

A Choice of Share Classes

After choosing a Fund, your next most important choice will be which share class to buy. The table below summarizes the features of the classes of shares available through this Prospectus. Specific Fund charges may vary, so you should review each Fund's fee table as well as the sales charge schedules that follow. Finally, you should review the "Reductions and Waivers of Sales Charges" section of the Prospectus before making your decision as to which share class to buy.

	Class A	Class C
Initial Sales Charge	5.75%	None. Your entire investment goes to work immediately.
Contingent deferred sales charge (CDSC)	None (except that a charge of 1% applies to certain redemptions made within eighteen months, following purchases of $1 million or more without an initial sales charge).	1% if shares are sold within one year after purchase.
Ongoing distribution (12b-1) fees	None.	0.75%
Purchase maximum	None. Volume reductions given upon providing adequate proof of eligibility.	$1,000,000
Annual Expenses	Lower ongoing expenses than Class C.	Higher ongoing expenses than Class A because of higher 12b-1 fees.

Information regarding the Fund's sales charges, breakpoints, and waivers is available free of charge on our Web site at wellsfargoadvantagefunds.com. You may wish to discuss this choice with your financial consultant.

Class A Shares Sales Charge Schedule

If you choose to buy Class A shares, you will pay the public offering price (POP) which is the net asset value (NAV) plus the applicable sales charge. Since sales charges are reduced for Class A share purchases above certain dollar amounts, known as "breakpoint levels," the POP is lower for these purchases. The dollar amount of the sales charge is the difference between the POP of the shares purchased (based on the applicable sales charge in the table below) and the NAV of those shares. Because of rounding in the calculation of the POP, the actual sales charge you pay may be more or less than that calculated using the percentages shown below.

Class A Shares Sales Charge Schedule
Amount of Purchase	Front-end Sales Charge As % of Public Offering Price	Front-end Sales Charge As % of Net Amount Invested	Dealer Reallowance As % of Public Offering Price
Less than $50,000	5.75%	6.10%	5.00%
$50,000 - $99,999	4.75%	4.99%	4.00%
$100,000 - $249,999	3.75%	3.90%	3.00%
$250,000 - $499,999	2.75%	2.83%	2.25%
$500,000 - $999,999	2.00%	2.04%	1.75%
$1,000,000 and over¹	0.00%	0.00%	1.00%

1.	We will assess a 1.00% CDSC on Class A share purchases of $1,000,000 or more if they are redeemed within eighteen months from the date of purchase. Certain exceptions apply (see "CDSC Waivers"). The CDSC percentage you pay is applied to the NAV of the shares on the date of original purchase.

Class C Shares Sales Charges

If you choose Class C shares, you buy them at NAV and agree that if you redeem your shares within one year of the purchase date, you will pay a CDSC of 1.00%. At the time of purchase, the Fund's distributor pays sales commissions of up to 1.00% of the purchase price to selling agents and up to 1.00% annually thereafter. The CDSC percentage you pay is applied to the NAV of the shares on the date of original purchase. For Class C shares received in a reorganization, your date of purchase is the original purchase date of your predecessor Fund. To determine whether the CDSC applies to a redemption, the Fund will first redeem shares acquired by reinvestment of any distributions and then will redeem shares in the order in which they were purchased (such that shares held the longest are redeemed first).

Reductions and Waivers of Sales Charges

Generally, we offer more sales charge reductions or waivers for Class A shares than for Class C shares, particularly if you intend to invest greater amounts. You should consider whether you are eligible for any of the potential reductions or waivers when you are deciding which share class to buy. Consult the Statement of Additional Information for further details regarding reductions and waivers of sales charges, which we may change from time to time.

Class A Shares Sales Charge Reductions and Waivers
You can pay a lower or no sales charge for the following types of purchases. If you believe you are eligible for any of the following reductions or waivers, it is up to you to ask the selling agent or shareholder servicing agent for the reduction or waiver and to provide appropriate proof of eligibility.

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You pay no sales charges on Fund shares you buy with reinvested distributions.

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You pay a lower sales charge if you are investing an amount over a breakpoint level. See "Class A Shares Sales Charge Schedule" above.

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You pay no sales charges on Fund shares you purchase with the proceeds of a redemption of Class A shares of the same Fund within 90 days of the date of redemption. Subject to the Fund's policy regarding frequent purchases and redemptions of Fund shares, you may not be able to exercise this provision for the first 30 days after your redemption. Systematic transactions through the automatic investment plan, the automatic exchange plan and the systematic withdrawal plan are excluded from this provision.

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By signing a Letter of Intent (LOI) prior to purchase, you pay a lower sales charge now in exchange for promising to invest an amount over a specified breakpoint within the next 13 months. Purchases made prior to signing the LOI as well as reinvested dividends and capital gains do not count as purchases made during this period. We will hold in escrow shares equal to approximately 5% of the amount you say you intend to buy. If you do not invest the amount specified in the LOI before the expiration date, we will redeem enough escrowed shares to pay the difference between the reduced sales load you paid and the sales load you should have paid. Otherwise, we will release the escrowed shares when you have invested the agreed amount.

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Rights of Accumulation (ROA) allow you to combine Class A and Class C and WealthBuilder Portfolio shares of any Wells Fargo Advantage Fund already owned (excluding Wells Fargo Advantage money market fund shares, unless you notify us that you previously paid a sales load on these assets) in order to reach breakpoint levels and to qualify for sales load discounts on subsequent purchases of Class A or WealthBuilder Portfolio shares. The purchase amount used in determining the sales charge on your purchase will be calculated by multiplying the maximum public offering price by the number of Class A, Class C and WealthBuilder Portfolio shares of any Wells Fargo Advantage Fund already owned and adding the dollar amount of your current purchase.

How a Letter of Intent Can Save You Money!
If you plan to invest, for example, $100,000 in a Wells Fargo Advantage Fund in installments over the next year, by signing a letter of intent you would pay only 3.75% sales load on the entire purchase. Otherwise, you would pay 5.75% on the first $49,999, then 4.75% on the next $50,000!

Accounts That Can Be Aggregated
You may aggregate the following types of accounts indicated below to qualify for a volume discount:

Can this type of account be aggregated?	Yes	No
Individual accounts	X
Joint accounts	X
UGMA/UTMA accounts	X
Trust accounts over which the shareholder has individual or shared authority	X
Solely owned business accounts	X
Retirement Plans
Traditional and Roth IRAs	X
SEP IRAs	X
SIMPLE IRAs that use the Wells Fargo Advantage Funds prototype agreement¹		X
SIMPLE IRAs that do not use the Wells Fargo Advantage Funds prototype agreement	X
403(b) Plan accounts²	X
401(k) Plan accounts		X
Other Accounts
529 Plan accounts¹		X
Accounts held through other brokerage firms		X

These accounts may be aggregated at the plan level for purposes of establishing eligibility for volume discounts. When plan assets in Fund Class A, Class B, Class C and WealthBuilder Portfolio shares (excluding Wells Fargo Advantage money market fund shares) reach a breakpoint, all plan participants benefit from the reduced sales charge. Participant accounts will not be aggregated with personal accounts.

2.	Wells Fargo Advantage Funds no longer offers new or accepts purchases in existing 403(b) accounts utilizing the Wells Fargo Advantage Funds prototype agreement.

Based on the above chart, if you believe that you own shares in one or more accounts that can be combined with your current purchase to achieve a sales charge breakpoint, you must, at the time of your purchase specifically identify those shares to your selling agent or shareholder servicing agent. For an account to qualify for a volume discount, it must be registered in the name of, or held for, the shareholder, his or her spouse or domestic partner, as recognized by applicable state law, or his or her children under the age of 21. Class A shares purchased at NAV will not be aggregated with other shares for purposes of receiving a volume discount.

Class A Shares Sales Charge Waivers for Certain Parties
We reserve the right to enter into agreements that reduce or waive sales charges for groups or classes of shareholders. If you own Fund shares as part of another account or package such as an IRA or a sweep account, you should read the materials for that account. Those terms may supercede the terms and conditions discussed here. If you fall into any of the following categories, you can buy Class A shares at NAV:

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Current and retired employees, directors/trustees and officers of:
1) Wells Fargo Advantage Funds (including any predecessor funds);
2) Wells Fargo & Company and its affiliates; and
3) family members (spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and in-law)) of any of the above.

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Current employees of:
1) the Fund's transfer agent;
2) broker-dealers who act as selling agents;
3) family members (spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and in-law)) of any of the above; and
4) each Fund's sub-adviser, but only for the Fund(s) for which such sub-adviser provides investment advisory services.

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Qualified registered investment advisers who buy through a broker-dealer or service agent who has entered into an agreement with the Fund's distributor that allows for load-waived Class A purchases.

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Investment companies exchanging shares or selling assets pursuant to a reorganization, merger, acquisition, or exchange offer to which the Fund is a party.

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Section 529 college savings plan accounts.

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Insurance company separate accounts.

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Fund of Funds, including those advised by Funds Management (Wells Fargo Advantage WealthBuilder Portfolios^SM), subject to review and approval by Funds Management.

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Investors who purchase shares that are to be included in certain retirement, benefit, pension, trust or investment "wrap accounts," including such specified types of investors who trade through an omnibus account maintained with a Fund by a broker-dealer.

CDSC Waivers

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You will not be assessed a CDSC on Fund shares you redeem that were purchased with reinvested distributions.

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We waive the CDSC for all redemptions made because of scheduled (Internal Revenue Code Section 72(t)(2) withdrawal schedule) or mandatory distributions (withdrawals generally made after age 70½ according to Internal Revenue Service guidelines) from traditional IRAs and certain other retirement plans. (See your retirement plan information for details.)

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We waive the CDSC for redemptions made in the event of the last surviving shareholder's death or for a disability suffered after purchasing shares. ("Disabled" is defined in Internal Revenue Code Section 72(m)(7).)

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We waive the CDSC for redemptions made at the direction of Funds Management in order to, for example, complete a merger or effect a Fund liquidation.

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We waive the Class C shares CDSC for redemptions by employer-sponsored retirement plans where the dealer of record waived its commission at the time of purchase.

We also reserve the right to enter into agreements that reduce or eliminate sales charges for groups or classes of shareholders, or for Fund shares included in other investment plans such as "wrap accounts." If you own Fund shares as part of another account or package, such as an IRA or a sweep account, you should read the terms and conditions that apply for that account. Those terms and conditions may supercede the terms and conditions discussed here. Contact your selling agent for further information.

Compensation to Dealers and Shareholder Servicing Agents

Distribution Plan
The Fund has adopted a Distribution Plan (12b-1 Plan) pursuant to Rule 12b-1 under the 1940 Act for the Class C shares. The 12b-1 Plan authorizes the payment of all or part of the cost of preparing and distributing prospectuses and distribution-related services. The 12b-1 Plan also provides that, if and to the extent any shareholder servicing payments are recharacterized as payments for distribution-related services, they are approved and payable under the 12b-1 Plan. The fees paid under this 12b-1 Plan are as follows:

Fund	Class C
Absolute Return Fund	0.75%

This fee is paid out of the Class's assets on an ongoing basis. Over time, this fee will increase the cost of your investment and may cost you more than other types of sales charges.

Shareholder Servicing Plan
The Fund has a shareholder servicing plan. Under this plan, various shareholder servicing agents have been authorized to process purchase and redemption requests, to service shareholder accounts, and to provide other related services for each Class of the Fund. For these services, each Class pays an annual fee of up to 0.25% of its average daily net assets.

Additional Payments to Dealers
In addition to dealer reallowances and payments made by the Fund for distribution and shareholder servicing, the Fund's adviser, the distributor or their affiliates make additional payments ("Additional Payments") to certain selling or shareholder servicing agents for the Fund, which include broker-dealers and 401(k) service providers and recordkeepers. These Additional Payments are made in connection with the sale and distribution of shares of the Fund or for services to the Fund and its shareholders. These Additional Payments, which may be significant, are paid by the Fund's adviser, the distributor or their affiliates, out of their revenues, which generally come directly or indirectly from fees paid by the entire Fund complex.

In return for these Additional Payments, the Fund's adviser and distributor expect the Fund to receive certain marketing or servicing advantages that are not generally available to mutual funds that do not make such payments. Such advantages are expected to include, without limitation, placement of the Fund on a list of mutual funds offered as investment options to the selling agent's clients (sometimes referred to as "Shelf Space"); access to the selling agent's registered representatives; and/or ability to assist in training and educating the selling agent's registered representatives.

Certain selling or shareholder servicing agents receive these Additional Payments to supplement amounts payable by the Fund under the shareholder servicing plans. In exchange, these agents may provide services including, but not limited to, establishing and maintaining accounts and records; answering inquiries regarding purchases, exchanges and redemptions; processing and verifying purchase, redemption and exchange transactions; furnishing account statements and confirmations of transactions; processing and mailing monthly statements, prospectuses, shareholder reports and other SEC-required communications; and providing the types of services that might typically be provided by the Fund's transfer agent (e.g., the maintenance of omnibus or omnibus-like accounts, the use of the National Securities Clearing Corporation for the transmission of transaction information and the transmission of shareholder mailings).

The Additional Payments may create potential conflicts of interest between an investor and a selling agent who is recommending a particular mutual fund over other mutual funds. Before investing, you should consult with your financial consultant and review carefully any disclosure by the selling agent as to what monies they receive from mutual fund advisers and distributors, as well as how your financial consultant is compensated.

The Additional Payments are typically paid in fixed dollar amounts, or based on the number of customer accounts maintained by the selling or shareholder servicing agent, or based on a percentage of sales and/or assets under management, or a combination of the above. The Additional Payments are either up-front or ongoing or both. The Additional Payments differ among selling and shareholder servicing agents. Additional Payments to a selling agent that is compensated based on its customers' assets typically range between 0.05% and 0.30% in a given year of assets invested in the Fund by the selling agent's customers. Additional Payments to a selling agent that is compensated based on a percentage of sales typically range between 0.10% and 0.15% of the gross sales of the Fund attributable to the selling agent. In addition, representatives of the Fund's distributor visit selling agents on a regular basis to educate their registered representatives and to encourage the sale of Fund shares. The costs associated with such visits may be paid for by the Fund's adviser, distributor, or their affiliates, subject to applicable FINRA regulations.

More information on the FINRA member firms that have received the Additional Payments described in this section is available in the Statement of Additional Information, which is on file with the SEC and is also available on the Wells Fargo Advantage Funds website at wellsfargoadvantagefunds.com.

Pricing Fund Shares

The Fund's NAV is the value of a single share. The NAV is normally calculated as of the close of regular trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day that the NYSE is open. To calculate the NAV of the Fund's shares, the Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The NAV is calculated separately for each class of shares of a multiple-class Fund. The price at which a purchase or redemption request is processed is based on the next NAV calculated after the request is received in good order. NAV is not calculated, and purchase and redemption requests are not processed, on days that the NYSE is closed for trading.

Because the Fund invests substantially all of its investable assets in the Benchmark-Free Allocation Fund, which in turn invests its assets in various underlying funds, the value of the Fund's shares is based on the NAV of the shares of the Benchmark-Free Allocation Fund, which is itself based on the NAV of the shares of the underlying funds. The valuation methods used by the underlying funds in pricing their shares, including the circumstances under which they will use fair value pricing and the effects of using fair value pricing, are described in their prospectuses.

How to Open an Account

You can open a Wells Fargo Advantage Funds account through any of the following means:

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directly with the Fund. Complete a Wells Fargo Advantage Funds application, which you may obtain by visiting our Web site at wellsfargoadvantagefunds.com or by calling Investor Services at 1-800-222-8222. Be sure to indicate the Fund name and the share class into which you intend to invest when completing the application;

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through a brokerage account with an approved selling agent; or

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through certain retirement, benefit and pension plans or certain packaged investment products. (Please contact the providers of the plan or product for instructions.)

How to Buy Shares

This section explains how you can buy shares directly from Wells Fargo Advantage Funds. If you're opening a new account, an account application is available on-line at wellsfargoadvantagefunds.com or by calling Investor Services at 1-800-222-8222. For Fund shares held through brokerage and other types of accounts, please consult your selling agent.

Minimum Investments	Initial Purchase	Subsequent Purchases
Regular accounts IRAs, IRA rollovers, Roth IRAs UGMA/UTMA accounts Employer Sponsored Retirement Plans	$1,000 $250 $50 No minimum	$100 $100 $50 No minimum
Buying Shares	Opening an Account	Adding to an Account
Online	A new account may not be opened online unless you have another Wells Fargo Advantage Fund account with your bank information on file. If you do not currently have an account, refer to the section on buying shares by mail or wire.	■ To buy additional shares or buy shares of a new Fund, visit wellsfargoadvantagefunds.com. ■ Subsequent online purchases have a minimum of $100 and a maximum of $100,000. You may be eligible for an exception to this maximum. Please call Investor Services at 1-800-222-8222 for more information.
By Mail	■ Complete and sign your account application. ■ Mail the application with your check made payable to the Fund to Investor Services at: Regular Mail Wells Fargo Advantage Funds P.O. Box 8266 Boston, MA 02266-8266 Overnight Only Wells Fargo Advantage Funds c/o Boston Financial Data Services 30 Dan Road Canton, MA 02021-2809	■ Enclose a voided check (for checking accounts) or a deposit slip (savings accounts). Alternatively, include a note with your name, the Fund name, and your account number. ■ Mail the deposit slip or note with your check made payable to the Fund to the address on the left.
By Telephone	A new account may not be opened by telephone unless you have another Wells Fargo Advantage Fund account with your bank information on file. If you do not currently have an account, refer to the section on buying shares by mail or wire.	To buy additional shares or to buy shares of a new Fund call: ■ Investor Services at 1-800-222-8222 or ■ 1-800-368-7550 for the automated phone system.
By Wire	■ Complete, sign and mail your account application (refer to the section on buying shares by mail) ■ Provide the following instructions to your financial institution: Receiving bank: State Street Bank & Trust Company, Boston, MA Bank ABA/routing number: 011000028 Bank account number: 9905-437-1 For credit to: Wells Fargo Advantage Funds For further credit to: [Your name (as registered on your fund account) and your fund and account number]	To buy additional shares, instruct your bank or financial institution to use the same wire instructions shown to the left.
Through Your Investment Representative	Contact your investment representative.	Contact your investment representative.

General Notes for Buying Shares

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Proper Form. If the transfer agent receives your new account application or purchase request in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your new account application or purchase request is received in proper form after the close of trading on the NYSE, your transaction will be priced at the next business day's NAV. If your new account application or purchase request is not in proper form, additional documentation may be required to process your transaction.

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Earning Distributions. You are eligible to earn distributions beginning on the business day after the transfer agent receives your purchase in proper form.

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U.S. Dollars Only. All payments must be made in U.S. dollars and all checks must be drawn on U.S. banks.

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Insufficient Funds. You will be charged a $25.00 fee for every check or Electronic Funds Transfer that is returned to us as unpaid.

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No Fund Named. When all or a portion of a payment is received for investment without a clear Fund designation, we may direct the undesignated portion or the entire amount, as applicable, into the Wells Fargo Advantage Money Market Fund. We will treat your inaction as approval of this purchase until you later direct us to sell or exchange these shares of the Money Market Fund, at the next NAV calculated after we receive your order in proper form.

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Right to Refuse an Order. We reserve the right to refuse or cancel a purchase or exchange order for any reason, including if we believe that doing so would be in the best interests of a Fund and its shareholders.

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Minimum Initial and Subsequent Investment Waivers. We allow a reduced minimum initial investment of $50 if you sign up for at least a $50 monthly automatic investment purchase plan. If you opened your account with the set minimum amount shown in the above chart, we allow reduced subsequent purchases for a minimum of $50 a month if you purchase through an automatic investment plan. We may also waive or reduce the minimum initial and subsequent investment amounts for purchases made through certain retirement, benefit and pension plans, certain packaged investment products, or for certain classes of shareholders as permitted by the SEC. Check specific disclosure statements and applications for the program through which you intend to invest.

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Other Share Classes. You may be eligible to invest in one or more classes of shares offered by a Fund. Each of the Fund's share classes bears varying expenses and may differ in other features. Consult your financial intermediary for more information regarding the Fund's available share classes.

Special Considerations When Investing Through Financial Intermediaries
If a financial intermediary purchases shares on your behalf, you should understand the following:

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Minimum Investments and Other Terms of Your Account. Share purchases are made through a customer account at your financial intermediary following that firm's terms. Financial intermediaries may require different minimum investment amounts. Please consult an account representative from your financial intermediary for specifics.

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Records are Held in Financial Intermediary's Name. Financial intermediaries are usually the holders of record for shares held through their customer accounts. The financial intermediaries maintain records reflecting their customers' beneficial ownership of the shares.

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Purchase/Redemption Orders. Financial intermediaries are responsible for transmitting their customers' purchase and redemption orders to a Fund and for delivering required payment on a timely basis.

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Shareholder Communications. Financial intermediaries are responsible for delivering shareholder communications and voting information from a Fund, and for transmitting shareholder voting instructions to a Fund.

The information provided in this Prospectus is not intended for distribution to, or use by, any person or entity in any non-U.S. jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Fund shares to any registration requirement within such jurisdiction or country.

The Fund is distributed by Wells Fargo Funds Distributor, LLC, a member of FINRA/SIPC, and an affiliate of Wells Fargo & Company. Securities Investor Protection Corporation ("SIPC") information and brochure are available at SIPC.org or by calling SIPC at (202) 371-8300.

How to Sell Shares

The following section explains how you can sell shares held directly through an account with Wells Fargo Advantage Funds. For Fund shares held through brokerage or other types of accounts, please consult your selling agent.


Selling Shares	To Sell Some or All of Your Shares
Online	Visit our Web site at wellsfargoadvantagefunds.com. Redemptions requested online are limited to a maximum of $100,000. You may be eligible for an exception to this maximum. Please call Investor Services at 1-800-222-8222 for more information.
By Mail	■ Send a Letter of Instruction providing your name, account number, the Fund from which you wish to redeem and the dollar amount you wish to receive (or write "Full Redemption" to redeem your remaining account balance) to the address below. ■ Make sure all account owners sign the request exactly as their names appear on the account application. ■ A Medallion guarantee may be required under certain circumstances (see "General Notes for Selling Shares"). Regular Mail Wells Fargo Advantage Funds P.O. Box 8266 Boston, MA 02266-8266 Overnight Only Wells Fargo Advantage Funds c/o Boston Financial Data Services 30 Dan Road Canton, MA 02021-2809
By Wire	■ To arrange for a Federal Funds wire, call 1-800-222-8222. ■ Be prepared to provide information on the commercial bank that is a member of the Federal Reserve wire system. ■ Wire requests are sent to your bank account next business day if your request to redeem is received before the NYSE close.
By Telephone/ Electronic Funds Transfer (EFT)	■ Call an Investor Services representative at 1-800-222-8222 or use the automated phone system 1-800-368-7550. ■ Telephone privileges are automatically made available to you unless you specifically decline them on your account application or subsequently in writing. ■ Redemption requests may not be made by phone if the address on your account was changed in the last 15 days. In this event, you must request your redemption by mail (refer to the section on selling shares by mail). ■ A check will be mailed to the address on record (if there have been no changes communicated to us within the last 15 days) or transferred to a linked bank account. ■ Transfers made to a Wells Fargo Bank account are made available sooner than transfers to an unaffiliated institution. ■ Redemptions processed by EFT to a linked Wells Fargo Bank account occur same day for Wells Fargo Advantage money market funds, and next day for all other Wells Fargo Advantage Funds. ■ Redemptions to any other linked bank account may post in two business days. Please check with your financial institution for timing of posting and availability of funds. Note: Telephone transactions such as redemption requests made over the phone generally require only one of the account owners to call unless you have instructed us otherwise.
Through Your Investment Representative	Contact your investment representative.

General Notes For Selling Shares

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Proper Form. If the transfer agent receives your request to sell shares in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your request to sell shares is received in proper form after the close of trading on the NYSE, it will be priced at the next business day's NAV. If your request is not in proper form, additional documentation may be required to sell your shares.

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CDSC Fees. Your redemption proceeds are net of any applicable CDSC fees.

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Form of Redemption Proceeds. You may request that your redemption proceeds be sent to you by check, by EFT into a bank account, or by wire. Please call Investor Services regarding requirements for linking bank accounts or for wiring funds. Although generally we pay redemption requests in cash, we reserve the right to determine in our sole discretion, whether to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, we may pay all or part of the redemption in securities of equal value as permitted under the 1940 Act, and the rules thereunder. The redeeming shareholder should expect to incur transaction costs upon the disposition of the securities received.

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Earning Distributions. Your shares are eligible to earn distributions through the date of redemption. If you redeem shares on a Friday or prior to a holiday, your shares will continue to be eligible to earn distributions until the next business day.

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Telephone/Online Redemptions. We will take reasonable steps to confirm that telephone and online instructions are genuine. For example, we require proof of your identification, such as a Taxpayer Identification Number or username and password, before we will act on instructions received by telephone or online. We will not be liable for any losses incurred if we follow telephone or online instructions we reasonably believe to be genuine. Your call may be recorded.

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Right to Delay Payment. We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through EFT or the Automatic Investment Plan, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Statement of Additional Information.

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Retirement Plans and Other Products. If you purchased shares through a packaged investment product or retirement plan, read the directions for selling shares provided by the product or plan. There may be special requirements that supercede the directions in this Prospectus.

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Medallion Guarantees. Medallion guarantees are only required for mailed redemption requests under the following circumstances: (1) if the address on your account was changed within the last 15 days; (2) if the amount of the redemption exceeds $100,000 and includes bank account information that is not currently on file with Wells Fargo Advantage Funds or if all of the owners of your Wells Fargo Advantage Fund account are not included in the registration of the bank account provided; or (3) if the redemption is made payable to a third party. You can get a Medallion guarantee at a financial institution such as a bank or brokerage house. We do not accept notarized signatures.

How to Exchange Shares

Exchanges between Wells Fargo Advantage Funds involve two transactions: (1) a sale of shares of one Fund; and (2) the purchase of shares of another. In general, the same rules and procedures that apply to sales and purchases apply to exchanges. There are, however, additional factors you should keep in mind while making or considering an exchange:

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In general, exchanges may be made between like share classes of any Wells Fargo Advantage Fund offered to the general public for investment (i.e., a Fund not closed to new accounts), with the following exception: Class A shares of non-money market funds may also be exchanged for Service Class shares of any money market fund.

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Same-fund exchanges between share classes are permitted subject to the following conditions: (1) exchanges out of Class A and Class C shares would not be allowed if shares are subject to a CDSC; (2) for exchanges into Class A shares, the shareholder must meet all qualifications to purchase Class A shares at net asset value based on current prospectus guidelines; and (3) the shareholder must meet the eligibility guidelines of the class being purchased in the exchange.

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An exchange request will be processed on the same business day, provided that both Funds are open at the time the request is received. If one or both Funds are closed, the exchange will be processed on the following business day.

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You should carefully read the prospectus for the Wells Fargo Advantage Fund into which you wish to exchange.

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Every exchange involves selling Fund shares, which may produce a capital gain or loss for tax purposes.

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If you are making an initial investment into a Fund through an exchange, you must exchange at least the minimum initial purchase amount for the new Fund, unless your balance has fallen below that amount due to investment performance.

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Any exchange between two Wells Fargo Advantage Funds must meet the minimum subsequent purchase amounts.

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Class B and Class C share exchanges will not trigger the CDSC. The new shares will continue to age according to their original schedule and will be charged the CDSC applicable to the original shares upon redemption.

Generally, we will notify you at least 60 days in advance of any changes in our exchange policy.

Frequent Purchases and Redemptions of Fund Shares

Wells Fargo Advantage Funds reserves the right to reject any purchase or exchange order for any reason. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.

Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders in several ways, including disrupting Fund investment strategies, increasing transaction costs, decreasing tax efficiency, and diluting the value of shares held by long-term shareholders. Excessive trading in Fund shares can negatively impact a Fund's long-term performance by requiring it to maintain more assets in cash or to liquidate portfolio holdings at a disadvantageous time. Certain Funds may be more susceptible than others to these negative effects. For example, Funds that have a greater percentage of their investments in non-U.S. securities may be more susceptible than other Funds to arbitrage opportunities resulting from pricing variations due to time zone differences across international financial markets. Similarly, Funds that have a greater percentage of their investments in small company securities may be more susceptible than other Funds to arbitrage opportunities due to the less liquid nature of small company securities. Both types of Funds also may incur higher transaction costs in liquidating portfolio holdings to meet excessive redemption levels. Fair value pricing may reduce these arbitrage opportunities, thereby reducing some of the negative effects of excessive trading.

Wells Fargo Advantage Funds, other than the Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund and Ultra Short-Term Municipal Income Fund ("Ultra-Short Funds") and the money market funds, (the "Covered Funds"). The Covered Funds are not designed to serve as vehicles for frequent trading. The Covered Funds actively discourage and take steps to prevent the portfolio disruption and negative effects on long-term shareholders that can result from excessive trading activity by Covered Fund shareholders. The Board has approved the Covered Funds' policies and procedures, which provide, among other things, that Funds Management may deem trading activity to be excessive if it determines that such trading activity would likely be disruptive to a Covered Fund by increasing expenses or lowering returns. In this regard, the Covered Funds take steps to avoid accommodating frequent purchases and redemptions of shares by Covered Fund shareholders. Funds Management monitors available shareholder trading information across all Covered Funds on a daily basis. If a shareholder redeems more than $5,000 (including redemptions that are part of an exchange transaction) from a Covered Fund, that shareholder is "blocked" from purchasing shares of that Covered Fund (including purchases that are part of an exchange transaction) for 30 calendar days after the redemption. This policy does not apply to:

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Money market funds;

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Ultra-Short Funds;

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Dividend reinvestments;

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Systematic investments or exchanges where the financial intermediary maintaining the shareholder account identifies the transaction as a systematic redemption or purchase at the time of the transaction;

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Rebalancing transactions within certain asset allocation or "wrap" programs where the financial intermediary maintaining a shareholder account is able to identify the transaction as part of an asset allocation program approved by Funds Management;

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Transactions initiated by a "fund of funds" or Section 529 Plan into an underlying fund investment;

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Permitted exchanges between share classes of the same Fund;

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Certain transactions involving participants in employer-sponsored retirement plans, including: participant withdrawals due to mandatory distributions, rollovers and hardships, withdrawals of shares acquired by participants through payroll deductions, and shares acquired or sold by a participant in connection with plan loans; and

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Purchases below $5,000 (including purchases that are part of an exchange transaction).

The money market funds and the Ultra-Short Funds. Because the money market funds and Ultra-Short Funds are often used for short-term investments, they are designed to accommodate more frequent purchases and redemptions than the Covered Funds. As a result, the money market funds and Ultra-Short Funds do not anticipate that frequent purchases and redemptions, under normal circumstances, will have significant adverse consequences to the money market funds or Ultra-Short Funds or their shareholders. Although the money market funds and Ultra-Short Funds do not prohibit frequent trading, Funds Management will seek to prevent an investor from utilizing the money market funds and Ultra-Short Funds to facilitate frequent purchases and redemptions of shares in the Covered Funds in contravention of the policies and procedures adopted by the Covered Funds.

All Wells Fargo Advantage Funds. In addition, Funds Management reserves the right to accept purchases, redemptions and exchanges made in excess of applicable trading restrictions in designated accounts held by Funds Management or its affiliate that are used at all times exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions, and are maintained at low balances that do not exceed specified dollar amount limitations.

In the event that an asset allocation or "wrap" program is unable to implement the policy outlined above, Funds Management may grant a program-level exception to this policy. A financial intermediary relying on the exception is required to provide Funds Management with specific information regarding its program and ongoing information about its program upon request.

A financial intermediary through whom you may purchase shares of the Fund may independently attempt to identify excessive trading and take steps to deter such activity. As a result, a financial intermediary may on its own limit or permit trading activity of its customers who invest in Fund shares using standards different from the standards used by Funds Management and discussed in this Prospectus. Funds Management may permit a financial intermediary to enforce its own internal policies and procedures concerning frequent trading rather than the policies set forth above in instances where Funds Management reasonably believes that the intermediary's policies and procedures effectively discourage disruptive trading activity. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how restrictions or limitations on trading activity will be applied to your account.

Account Policies

Automatic Plans
These plans help you conveniently purchase and/or redeem shares each month. Once you select a plan, tell us the day of the month you would like the transaction to occur. If you do not specify a date, we will process the transaction on or about the 25th day of the month. Call Investor Services at 1-800-222-8222 for more information.

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Automatic Investment Plan —With this plan, you can regularly purchase shares of a Wells Fargo Advantage Fund with money automatically transferred from a linked bank account.

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Automatic Exchange Plan —With this plan, you can regularly exchange shares of a Wells Fargo Advantage Fund you own for shares of another Wells Fargo Advantage Fund. See the "How to Exchange Shares" section of this Prospectus for the conditions that apply to your shares. In addition, each transaction in an Automatic Exchange Plan must be for a minimum of $100. This feature may not be available for certain types of accounts.

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Systematic Withdrawal Plan —With this plan, you can regularly redeem shares and receive the proceeds by check or by transfer to a linked bank account. To participate in this plan, you:

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must have a Fund account valued at $10,000 or more;

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must request a minimum redemption of $100;

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must have your distributions reinvested; and

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may not simultaneously participate in the Automatic Investment Plan.

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Payroll Direct Deposit —With this plan, you may transfer all or a portion of your paycheck, social security check, military allotment, or annuity payment for investment into the Fund of your choice.

It generally takes about ten business days to establish a plan once we have received your instructions. It generally takes about five business days to change or cancel participation in a plan.We may automatically cancel your plan if the linked bank account you specified is closed, or for other reasons.

Householding
To help keep Fund expenses low, a single copy of a prospectus or shareholder report may be sent to shareholders of the same household. If your household currently receives a single copy of a prospectus or shareholder report and you would prefer to receive multiple copies, please contact your financial intermediary.

Retirement Accounts
We offer prototype documents for a variety of retirement accounts for individuals and small businesses. Please call 1-800-222-8222 for information on:

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Individual Retirement Plans, including Traditional IRAs and Roth IRAs.

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Qualified Retirement Plans, including Simple IRAs, SEP IRAs, Keoghs, Pension Plans, Profit-Sharing Plans, and 401(k) Plans.

There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholdings. For more information, call the number listed above. For retirement accounts held directly with the Fund, certain fees may apply, including an annual account maintenance fee.

Small Account Redemptions
We reserve the right to redeem certain accounts that fall below the minimum initial investment amount as the result of shareholder redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring your account above the minimum investment amount. Please call Investor Services at 1-800-222-8222 or contact your selling agent for further details.

Statements and Confirmations
Statements summarizing activity in your account are mailed quarterly. Confirmations are mailed following each purchase, sale, exchange, or transfer of Fund shares, except generally for Automatic Investment Plan transactions, Systematic Withdrawal Plan transactions using Electronic Funds Transfer, and purchases of new shares through the automatic reinvestment of distributions. Upon your request and for the applicable fee, you may obtain a reprint of an account statement. Please call Investor Services at 1-800-222-8222 for more information.

Electronic Delivery of Fund Documents
You may elect to receive your Fund prospectuses, shareholder reports and other Fund documents electronically in lieu of paper form by enrolling on the Fund's Web site at wellsfargo.com/advantagedelivery. If you make this election, you will be notified by e-mail when the most recent Fund documents are available for electronic viewing and downloading.

To receive Fund documents electronically, you must have an e-mail account and an internet browser that meets the requirements described in the Privacy & Security section of the Fund's Web site at wellsfargoadvantagefunds.com. You may change your electronic delivery preferences or revoke your election to receive Fund documents electronically at any time by visiting wellsfargo.com/advantagedelivery.

Statement Inquiries
Contact us in writing regarding any errors or discrepancies noted on your account statement within 60 days after the date of the statement confirming a transaction. We may deny your ability to refute a transaction if we do not hear from you within those 60 days.

Transaction Authorizations
Telephone, electronic, and clearing agency privileges allow us to accept transaction instructions by anyone representing themselves as the shareholder and who provides reasonable confirmation of their identity. Neither we nor Wells Fargo Advantage Funds will be liable for any losses incurred if we follow such instructions we reasonably believe to be genuine. For transactions through the automated phone system and our Web site, we will assign personal identification numbers (PINs) and/or passwords to help protect your account information. To safeguard your account, please keep your PINs and passwords confidential. Contact us immediately if you believe there is a discrepancy on your confirmation statement or if you believe someone has obtained unauthorized access to your account, PIN or password.

USA PATRIOT Act
In compliance with the USA PATRIOT Act, all financial institutions (including mutual funds) at the time an account is opened, are required to obtain, verify and record the following information for all registered owners or others who may be authorized to act on the account: full name, date of birth, taxpayer identification number (usually your Social Security Number), and permanent street address. Corporate, trust and other entity accounts require additional documentation. This information will be used to verify your identity. We will return your application if any of this information is missing, and we may request additional information from you for verification purposes. In the rare event that we are unable to verify your identity, we reserve the right to redeem your account at the current day's NAV. You will be responsible for any losses, taxes, expenses, fees, or other results of such a redemption.

Distributions

The Fund generally makes distributions of any net investment income and any realized net capital gains at least annually. Please note, distributions have the effect of reducing the NAV per share by the amount distributed.

We offer the following distribution options. To change your current option for payment of distributions, please call 1-800-222-8222.

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Automatic Reinvestment Option—Allows you to buy new shares of the same class of the Fund that generated the distributions. The new shares are purchased at NAV generally on the day the distribution is paid. This option is automatically assigned to your account unless you specify another option.

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Check Payment Option—Allows you to have checks for distributions mailed to your address of record or to another name and address which you have specified in written instructions. A medallion guarantee may also be required. If checks remain uncashed for six months or are undeliverable by the Post Office, we will reinvest the distributions at the earliest date possible, and future distributions will be automatically reinvested.

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Bank Account Payment Option—Allows you to receive distributions directly in a checking or savings account through Electronic Funds Transfer. The bank account must be linked to your Wells Fargo Advantage Fund account. Any distribution returned to us due to an invalid banking instruction will be sent to your address of record by check at the earliest date possible, and future distributions will be automatically reinvested.

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Directed Distribution Purchase Option—Allows you to buy shares of a different Wells Fargo Advantage Fund of the same share class. The new shares are purchased at NAV generally on the day the distribution is paid. In order to establish this option, you need to identify the Fund and account the distributions are coming from, and the Fund and account to which the distributions are being directed. You must meet any required minimum purchases in both Funds prior to establishing this option.

Taxes

The following discussion regarding federal income taxes is based on laws that were in effect as of the date of this Prospectus and summarizes only some of the important federal income tax considerations affecting a Fund and you as a shareholder. It does not apply to foreign or tax-exempt shareholders or those holding Fund shares through a tax-advantaged account, such as a 401(k) Plan or IRA. This discussion is not intended as a substitute for careful tax planning. You should consult your tax adviser about your specific tax situation. Please see the Statement of Additional Information for additional federal income tax information.

We will pass on to a Fund's shareholders substantially all of the Fund's net investment income and realized net capital gains, if any. Distributions from a Fund's ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from a Fund's net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.

Corporate shareholders may be able to deduct a portion of their distributions when determining their taxable income.

The American Taxpayer Relief Act of 2012 extended certain tax rates except those that applied to individual taxpayers with taxable incomes above $400,000 ($450,000 for married taxpayers, $425,000 for heads of households). Taxpayers that are not in the new highest tax bracket continue to be subject to a maximum 15% rate of tax on long-term capital gains and qualified dividends. For taxpayers in the new highest tax bracket, the maximum tax rate on long-term capital gains and qualified dividends will be 20%. Beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), a new 3.8% Medicare contribution tax will apply on "net investment income," including interest, dividends, and capital gains.

Distributions from a Fund normally will be taxable to you when paid, whether you take distributions in cash or automatically reinvest them in additional Fund shares. Following the end of each year, we will notify you of the federal income tax status of your distributions for the year.

If you buy shares of a Fund shortly before it makes a taxable distribution, your distribution will, in effect, be a taxable return of part of your investment. Similarly, if you buy shares of a Fund when it holds appreciated securities, you will receive a taxable return of part of your investment if and when the Fund sells the appreciated securities and distributes the gain. The Fund has built up, or has the potential to build up, high levels of unrealized appreciation.

Your redemptions (including redemptions in-kind) and exchanges of Fund shares ordinarily will result in a taxable capital gain or loss, depending on the amount you receive for your shares (or are deemed to receive in the case of exchanges) and the amount you paid (or are deemed to have paid) for them. Such capital gain or loss generally will be long-term capital gain or loss if you have held your redeemed or exchanged Fund shares for more than one year at the time of redemption or exchange. In certain circumstances, losses realized on the redemption or exchange of Fund shares may be disallowed.

In certain circumstances, Fund shareholders may be subject to backup withholding taxes.

Description of Underlying Funds

The following information has been provided to the Fund by GMO and the underlying funds in which Benchmark-Free Allocation Fund invests. These summaries are qualified in their entirety by reference to the prospectus and SAI of each underlying fund. None of these funds are offered in this Prospectus.

GMO may change the investment policies and/or programs of the underlying funds at any time without notice to shareholders of the Fund. Each of the underlying funds is subject to some or all of the risks detailed in this prospectus under "Description of Principal Investment Risks." For a definition of each underlying fund's benchmark, see "Fund Structure and Underlying Funds" in the Fund's Statement of Additional Information. References below to the "Manager" are to GMO.

GMO Equity Funds

The GMO Equity Funds normally do not take temporary defensive positions. To the extent a GMO Fund takes a temporary defensive position, or otherwise holds cash, cash equivalents, or high quality debt investments on a temporary basis, the GMO Fund may not achieve its investment objective.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Countries Fund
S&P/IFCI Composite Index

Seeks total return in excess of that of its benchmark. The Fund typically invests directly and indirectly (e.g., through underlying funds or derivatives) in equities of companies tied economically to emerging countries. "Emerging countries" include all countries that are not treated as "developed market countries" in the MSCI World Index or MSCI EAFE Index. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in investments tied economically to emerging countries. In addition to investing in companies tied economically to emerging countries, the Fund may invest in companies that GMO believes are likely to benefit from growth in the emerging markets. GMO expects that the Fund will have a value bias relative to its benchmark. In general, the Fund typically invests in companies with larger market capitalizations than does GMO Emerging Markets Fund. GMO uses proprietary quantitative techniques and fundamental analysis to evaluate and select countries, sectors, and equity investments based on factors including, but not limited to, valuation and macroeconomic factors. The process begins with country and sector allocation and then focuses on the selection of individual companies. In constructing the Fund's portfolio, GMO weighs a number of factors, including the trade-off among forecasted returns, risk relative to the benchmark, transaction costs, and liquidity. GMO also adjusts the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include options, futures, warrants, swap contracts, and reverse repurchase agreements. The Fund's foreign currency exposure may differ from the currency exposure represented by its equity investments. In addition, the Fund may overweight and underweight its positions in particular currencies relative to its benchmark. In addition, the Fund may lend its portfolio securities. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Domestic Opportunities Fund
MSCI Emerging Markets Index

Seeks total return. The Fund typically invests directly and indirectly (e.g., through underlying funds or derivatives) in equities of companies whose prospects are linked to the internal ("domestic") development and growth of the world's non-developed markets ("emerging markets"), including companies that provide goods and services to emerging market consumers. "Emerging markets" include all markets that are not treated as "developed markets" in the MSCI World Index or MSCI EAFE Index. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in investments related to emerging markets. The Fund's investments are not limited to investments in companies located in any particular country or geographic region, and often include investments in companies located in developed markets (e.g., the United States) that are related to, or whose prospects are linked to, emerging markets. GMO does not manage the Fund to, or control the Fund's risk relative to, any index or benchmark. GMO primarily uses fundamental analysis to evaluate and select countries, sectors, and companies that it believes are likely to benefit from domestic growth in emerging markets. The process begins with country and sector allocation and then focuses on the selection of individual companies. In evaluating and selecting investments, GMO may consider many factors, including GMO's assessment of a country's and/or sector's fundamentals or growth prospects as well as a company's positioning relative to its competitors. In constructing the Fund's portfolio, GMO weighs a number of factors, including the trade-off among forecasted returns, risk, transaction costs, and liquidity. The factors considered and investment methods used by GMO can change over time. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include options, futures, warrants, swap contracts, and reverse repurchase agreements. The Fund's foreign currency exposure may differ from the currency exposure represented by its equity investments. In addition, the Fund may lend its portfolio securities. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Markets Fund
S&P/IFCI Composite Index

Seeks total return in excess of that of its benchmark. The Fund typically invests directly and indirectly (e.g., through underlying funds or derivatives) in equities of companies tied economically to emerging markets. "Emerging markets" include all markets that are not treated as "developed markets" in the MSCI World Index or MSCI EAFE Index. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in investments tied economically to emerging markets. In addition to investing in companies tied economically to emerging markets, the Fund may invest in companies that GMO believes are likely to benefit from growth in the emerging markets. GMO expects that the Fund will have a value bias relative to its benchmark. GMO uses proprietary quantitative techniques and fundamental analysis to evaluate and select countries, sectors, and equity investments based on factors including, but not limited to, valuation and macroeconomic factors. The process begins with country and sector allocation and then focuses on the selection of individual companies. In constructing the Fund's portfolio, GMO weighs a number of factors, including the trade-off among forecasted returns, risk relative to the benchmark, transaction costs, and liquidity. GMO also adjusts the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include options, futures, warrants, swap contracts, and reverse repurchase agreements. The Fund's foreign currency exposure may differ from the currency exposure represented by its equity investments. In addition, the Fund may overweight and underweight its positions in particular currencies relative to its benchmark. In addition, the Fund may lend its portfolio securities. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Equity Fund
MSCI EAFE Index

Seeks high total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in non-U.S. developed market equities that GMO believes will provide a higher return than the MSCI EAFE Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, forward currency contracts, and swap contracts. In addition, the Fund may lend its portfolio securities. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in equities. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Large/Mid Cap Equity Fund
MSCI EAFE Index

Seeks high total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in non-U.S. developed market equities that GMO believes will provide a higher return than the MSCI EAFE Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, forward currency contracts, and swap contracts. In addition, the Fund may lend its portfolio securities. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in equities. In addition, under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in equities of large- and mid-cap companies. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The term "large- and mid-cap companies" means non-U.S. companies that issue stocks included in the MSCI Standard Indices and international stock indices that target approximately 85% of each market's free-float adjusted market capitalization, and companies with similar market capitalizations. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Small Companies Fund
MSCI EAFE Small Cap Index

Seeks high total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in equities that GMO believes will provide a higher return than the MSCI EAFE Small Cap Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, forward currency contracts, and swap contracts. In addition, the Fund may lend its portfolio securities. The Fund typically invests directly and indirectly (e.g., through underlying funds or derivatives) in equities of non-U.S. small companies. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in securities of small companies. For these purposes, non-U.S. companies are companies tied economically to countries other than the United States, including both developed and emerging countries ("Non-U.S. Companies"). GMO considers "small companies" to be all Non-U.S. Companies other than (i) the largest 500 companies in developed countries based on full, non-float adjusted market capitalization and (ii) any company in an emerging country with a full, non-float adjusted market capitalization that is greater than or equal to that of the smallest excluded developed country companies. A company's full, non-float adjusted market capitalization includes all of the company's outstanding equities. As of May 31, 2014, the market capitalization of the outstanding common stock and other stock-related securities of the largest company included within the Fund's definition of small companies was approximately $31.5 billion. For purposes of the Fund's investments, the term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goal/Strategy

GMO Quality Fund
S&P 500 Index

Seeks total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in equities that GMO believes to be of high quality. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In assessing a company's quality, GMO may consider several factors, including, in particular, profitability, profit stability, and leverage. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, forward currency contracts, and swap contracts. In addition, the Fund may lend its portfolio securities. The Fund is permitted to invest directly and indirectly (e.g., through underlying funds or derivatives) in equities of companies tied economically to any country in the world, including emerging countries. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Resources Fund
MSCI ACWI Commodity Producers

Seeks total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in equities that GMO believes will provide a higher return than the MSCI ACWI Commodity Producers Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, or country. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. The Fund may invest in companies of any market capitalization. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, and swap contracts. In addition, the Fund may lend its portfolio securities. The Fund has a fundamental policy to concentrate its investments in the natural resources sector, and, under normal market conditions, the Fund invests at least 80% of its assets in the securities of companies in that sector. The Fund considers the "natural resources sector" to include companies that own, produce, refine, process, transport, and market natural resources and companies that provide related equipment, infrastructure, and services. The sector includes, for example, the following industries: integrated oil, oil and gas exploration and production, gold and other precious metals, steel and iron ore production, energy services and technology, base metal production, forest products, farming products, paper products, chemicals, building materials, coal, water, alternative energy sources, and environmental services. The Fund is permitted to invest directly and indirectly (e.g., through underlying funds or derivatives) in securities of companies tied economically to any country in the world, including emerging countries. In addition to its investments in companies in the natural resources sector, the Fund also may invest up to 20% of its net assets in securities of any type of company. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goal/Strategy

GMO U.S. Equity Allocation Fund
S&P 500 Index

Seeks high total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in equities that GMO believes will provide a higher return than the S&P 500 Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, industry and sector exposure, and market capitalization. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. The Fund may invest in companies of any market capitalization. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, and swap contracts. In addition, the Fund may lend its portfolio securities. Under normal circumstances, the Fund invests directly and indirectly (e.g., through underlying funds or derivatives) at least 80% of its assets in equities tied economically to the United States. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

GMO Fixed Income Funds

If deemed prudent by the Manager, the GMO Fixed Income Funds (other than GMO U.S. Treasury Fund) may take temporary defensive positions. Many of the GMO Fixed Income Funds have previously taken temporary defensive positions and have exercised the right to honor redemption requests in-kind. To the extent a GMO Fund takes temporary defensive positions or otherwise holds cash, cash equivalents, or high quality debt investments on a temporary basis, the GMO Fund may not achieve its investment objective. With respect to the GMO Fixed Income Funds' investments, the term "investment grade" refers to a rating of Baa3/P-2 or better by Moody's Investors Service, Inc. ("Moody's") or BBB-/A-2 or better by Standard & Poor's Ratings Services ("S&P") and the term "below investment grade" refers to any rating by Moody's or by S&P below those ratings. Fixed income securities rated below investment grade are commonly referred to as high yield or "junk" bonds. In addition, securities and commercial paper that are rated Aa/P-1 or better by Moody's or AA/A-1 or better by S&P are sometimes referred to as "high quality." Securities referred to as investment grade, below investment grade, or high quality include not only securities rated by Moody's and/or S&P, but also unrated securities that the Manager determines have comparable credit qualities.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Asset Allocation Bond Fund
Citigroup 3-Month Treasury Bill Index

Seeks total return in excess of that of its benchmark. GMO pursues investment strategies for the Fund that are intended to complement the strategies it is pursuing in other funds or accounts managed by GMO. Accordingly, the Fund is not a standalone investment. Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is permitted to invest in bonds of any kind (e.g., bonds of any maturity, duration, or credit quality). The Fund may invest in any sector of the bond market and is not required to maintain a minimum or maximum allocation of investments in any one sector. The sectors and types of bonds in which the Fund may invest include, but are not limited to: investment grade bonds denominated in various currencies, including bonds issued by the U.S. and non-U.S. governments and their agencies or instrumentalities (whether or not guaranteed or insured by those governments), corporations and municipalities (taxable and tax-exempt); below investment grade bonds (commonly referred to as "junk bonds"); inflation indexed bonds issued by the U.S. government (including Inflation-Protected Securities issued by the U.S. Treasury (TIPS)) and non-U.S. governments and their agencies or instrumentalities (whether or not guaranteed or insured by those governments) and inflation indexed bonds issued by corporations; sovereign debt of emerging countries and other bonds issued in emerging countries (including junk bonds); asset-backed securities, including mortgage related and mortgage-backed securities; and pooled investment vehicles, including vehicles managed by GMO as well as unaffiliated vehicles. The Fund also may invest in exchange-traded and over-the-counter (OTC) derivatives, including futures contracts, currency options, currency forwards, reverse repurchase agreements, swap contracts (including credit default swaps), interest rate options, swaps on interest rates and other types of derivatives. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. The Fund may gain exposure to the investments described above by investing in shares of other GMO Funds, including GMO Debt Opportunities Fund (to gain exposure to asset-backed securities), GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities), GMO High Quality Short-Duration Bond Fund (to seek a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments), and GMO World Opportunity Overlay Fund (to gain exposure to global interest rate, currency, and credit markets). The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. The Fund may invest up to 100% of its assets in junk bonds. GMO does not seek to maintain a specified interest rate duration for the Fund, and the Fund's interest rate duration will change depending on the Fund's investments and GMO's assessment of different sectors of the bond market. The Fund's performance may differ significantly from that of its benchmark.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Core Plus Bond Fund
Barclays U.S. Aggregate Index

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that are unrelated to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives and short sales, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. As a result primarily of its investment in shares of GMO Debt Opportunities Fund,GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 5.6 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Currency Hedged International Bond Fund
J.P. Morgan GBI Global ex Japan ex U.S. (Hedged)

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., United Kingdom) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. The Fund generally attempts to hedge at least 75% of its net foreign currency exposure into U.S. dollars. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.2 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Debt Opportunities Fund
J.P. Morgan U.S. 3 Month Cash Index

Seeks positive total return. The Fund invests primarily in debt investments and is not restricted in its exposure to any type of debt investment, without regard to credit rating. The Fund may invest in debt investments issued by a wide range of private issuers and by federal, state, local, and non-U.S. governments (whether or not guaranteed or insured by those governments). The Fund may invest in asset-backed securities, including, but not limited to, securities backed by pools of residential and commercial mortgages, credit-card receivables, home equity loans, automobile loans, educational loans, corporate and sovereign bonds, and bank loans made to corporations. In addition, the Fund may invest in corporate debt securities, money market instruments, and commercial paper, and enter into credit default swaps, reverse repurchase agreements, and repurchase agreements. The Fund also may use other exchange-traded and over-the-counter (OTC) derivatives. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund may have gross investment exposures in excess of its net assets (i.e., the Fund may be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. The Fund's debt investments may include all types of interest rate, payment, and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment-in-kind, and auction rate features. The Fund may invest in securities of any credit quality and has no limit on how much it may invest in below investment grade securities (commonly referred to as "junk bonds"). As of the date of this Prospectus, the Fund has invested substantially all of its assets in asset-backed securities, a substantial portion of which are below investment grade. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. In selecting debt investments for the Fund's portfolio, GMO emphasizes issue selection in its investment process. GMO uses analytical techniques to seek to find relative value among sectors and individual securities. The factors considered and investment methods used by GMO can change over time. The Fund does not maintain a specified interest rate duration for its portfolio. Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in debt investments.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Country Debt Fund
J.P. Morgan EMBI Global

Seeks total return in excess of that of its benchmark. The Fund invests primarily in debt of emerging countries that is issued by a sovereign or its instrumentalities and that usually is denominated in U.S. dollars, Euros, Japanese yen, Swiss francs or British pounds sterling. Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in debt investments tied economically to emerging countries. The term "emerging countries" means the world's less developed countries. In general, the Fund considers "emerging countries" to be the countries included in the Fund's benchmark, as well as other countries with similar national domestic product characteristics. The Fund typically gains its investment exposure by purchasing debt investments or by using derivatives, typically credit default swaps. The Fund invests a substantial portion of its assets either through direct holdings or indirectly through derivatives in below investment grade debt investments (commonly referred to as "junk bonds"). Those investments have speculative characteristics and are riskier than investment grade debt investments. Generally, at least 75% of the Fund's assets are denominated in, or hedged into, U.S. dollars. The Fund's performance is likely to be more volatile than that of its benchmark. GMO emphasizes a bottom-up approach to select debt issued by sovereign and quasi-sovereign entities, using analytical techniques that seek to uncover the most undervalued instrument(s) issued by a particular sovereign or quasi-sovereign entity. GMO also considers its outlook for a country in making investment decisions and typically uses portfolio cash flows to rebalance the Fund's portfolio. The factors considered and investment methods used by GMO can change over time. In pursuing its investment objective, the Fund typically uses exchange-traded and over-the-counter (OTC) derivatives, including options, swap contracts (in addition to credit default swaps), currency forwards (including currency forwards on currencies of the developed markets), reverse repurchase agreements and futures. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. The Fund also has direct and indirect holdings in U.S. asset-backed securities. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. GMO normally seeks to maintain an interest rate duration for the Fund that is similar to that of its benchmark (approximately 7.0 years as of 5/31/14).

Fund Name and Benchmark

Investment Goals/Strategy

GMO Global Bond Fund
J.P. Morgan GBI Global

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., Japan) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); non-U.S. bonds and other bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.0 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO High Quality Short-Duration Bond Fund
J.P. Morgan U.S. 3 Month Cash Index

Seeks total return in excess of that of its benchmark. The Fund seeks to add value relative to its benchmark to the extent consistent with the preservation of capital and liquidity. The Fund will invest primarily in high quality U.S. and non-U.S. fixed income securities. The Fund may invest in fixed income securities of any type, including asset-backed securities, corporate debt securities, money market instruments, and commercial paper, and enter into credit default swaps, reverse repurchase agreements, and repurchase agreements. The Fund also may use other exchange-traded and over-the-counter (OTC) derivatives. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. The Fund's fixed income securities may include all types of interest rate, payment, and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment-in-kind, and auction rate features. While the Fund primarily invests in high quality bonds, it may invest in securities that are not high quality and may hold bonds and other fixed income securities whose ratings after they were acquired were reduced below high quality. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. In selecting fixed income securities for the Fund's portfolio, GMO focuses primarily on the securities' credit quality. GMO uses fundamental investment techniques to identify the credit risk associated with investments in fixed income securities and bases its investment decisions on that assessment. The factors considered and investment methods used by GMO can change over time. GMO will normally seek to maintain an estimated interest rate duration of 365 days or less for the Fund's portfolio (which may be substantially shorter than the Fund's dollar-weighted average portfolio maturity). GMO estimates the Fund's dollar-weighted average interest rate duration by aggregating the durations of the Fund's direct and indirect individual holdings and weighting each holding based on its market value. Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in high quality bonds.

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Bond Fund
J.P. Morgan GBI Global ex U.S.

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., Japan) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); non-U.S. bonds and other bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.7 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO U.S. Treasury Fund
Citigroup 3-Month Treasury Bill Index

Seeks liquidity and safety of principal with current income as a secondary objective. GMO pursues investment strategies for the Fund that are intended to complement the strategies it is pursuing in other funds or accounts managed by GMO. Accordingly, the Fund is not a standalone investment. Under normal circumstances, the Fund invests at least 80% of its assets in Direct U.S. Treasury Obligations and repurchase agreements collateralized by these Obligations. "Direct U.S. Treasury Obligations" include U.S. Treasury bills, bonds and notes and other securities issued by the U.S. Treasury, as well as Separately Traded Registered Interest and Principal Securities (STRIPS) and other zero-coupon securities. GMO normally seeks to maintain an interest rate duration of one year or less for the Fund's portfolio. The Fund also may enter into repurchase agreements, under which the Fund purchases a security backed by the full faith and credit of the U.S. government from a seller who simultaneously commits to repurchase, on an agreed upon date in the future, the security from the Fund at the original purchase price plus an agreed upon amount representing the original purchase price plus interest. The counterparties in repurchase agreements are typically broker-dealers and banks, and the safety of the arrangement depends on, among other things, the Fund's having an interest in the security that it can realize in the event of the insolvency of the counterparty. In addition to Direct U.S. Treasury Obligations, the Fund may invest in other fixed income securities that are backed by the full faith and credit of the U.S. government, such as fixed income securities issued by the Government National Mortgage Association (GNMA) and the Federal Deposit Insurance Corporation (FDIC) that are guaranteed by the U.S. government. The Fund also may invest in money market funds that are unaffiliated with GMO. Although the fixed income securities purchased by the Fund normally will have a stated or remaining maturity of one year or less, Direct U.S. Treasury Obligations purchased pursuant to repurchase agreements may not, and, therefore, if the counterparty to the repurchase agreement defaults, the Fund may end up owning a security with a stated or remaining maturity of more than one year. The Fund is not a money market fund and is not subject to the duration, quality, diversification and other requirements applicable to money market funds. In selecting U.S. Treasury securities for the Fund's portfolio, GMO focuses primarily on the relative attractiveness of different obligations (such as bonds, notes or bills), which can vary depending on the general level of interest rates as well as supply/demand imbalances and other market conditions. The factors considered and investment methods used by GMO can change over time.

Fund Name and Benchmark

Investment Goals/Strategy

GMO World Opportunity Overlay Fund
J.P. Morgan U.S. 3 Month Cash Index

Seeks total return greater than that of its benchmark. GMO seeks to achieve the Fund's investment objective by attempting to identify and estimate relative misvaluation of global interest rate, credit, and currency markets. Based on those estimates, GMO establishes the Fund's positions across those markets. Those positions may include direct investments and derivatives. The Fund's direct investments in fixed income securities include U.S. and non-U.S. asset-backed securities and other fixed income securities (including Treasury Separately Traded Registered Interest and Principal Securities (STRIPS), Inflation-Protected Securities issued by the U.S. Treasury (TIPS), Treasury Securities and global bonds). The factors considered and investment methods used by GMO can change over time. Derivatives used by the Fund are primarily interest rate swaps and futures contracts, currency forwards and options, and credit default swaps on single-issuers or indices. As a result of its derivative positions, the Fund typically will have higher volatility than its benchmark. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e. the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. The Fund has a substantial investment in asset-backed securities. The Fund may also invest in government securities, corporate debt securities, money market instruments and commercial paper, and enter into credit default swaps, reverse repurchase agreements, and repurchase agreements. The Fund's fixed income securities may include all types of interest rate, payment and reset terms, including fixed rate, zero coupon, contingent, deferred, payment-in-kind and auction rate features. Because of the deterioration in credit markets that became acute in 2008, the Fund has and is expected to continue to have material exposure to below investment grade securities (commonly referred to as "junk bonds").

GMO Alternative Strategy and Implementation Funds

GMO Alpha Only Fund, GMO Implementation Fund, and GMO Special Opportunities Fund normally do not take temporary defensive positions. If deemed prudent by GMO, GMO Risk Premium Fund and GMO Systematic Global Macro Opportunity Fund may take temporary defensive positions. To the extent a GMO Fund takes a temporary defensive position, or otherwise holds cash, cash equivalents, or high quality debt investments on a temporary basis, the GMO Fund may not achieve its investment objective.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Alpha Only Fund
Citigroup 3-Month Treasury Bill Index

Seeks total return greater than that of its benchmark. GMO pursues investment strategies for the Fund that are intended to complement the strategies it is pursuing in other funds or accounts managed by GMO. Accordingly, the Fund is not a standalone investment. The Fund's investment program involves having both long and short investment exposures. The Fund seeks to construct a portfolio in which it has long investment exposure to asset classes and sub-asset classes that it expects will outperform relative to the asset classes and sub-asset classes to which it has short investment exposure. To gain long investment exposure, the Fund invests in securities directly and may invest in other GMO Funds. To gain short investment exposure, the Fund may use over-the-counter (OTC) and exchange-traded derivatives (including futures, swap contracts and currency forwards) and make short sales of securities, including short sales of securities the Fund does not own. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. GMO uses its multi-year forecasts of returns among asset classes, together with its assessment of the risk of such asset classes, to determine the Fund's long and short positions. An important component of those forecasts is the expectation that market valuations ultimately revert to their historical means (averages). GMO changes the Fund's holdings in response to changes in its investment outlook and market valuations and may use redemptions or purchases of Fund shares to rebalance the Fund's investments. The factors considered and investment methods used by GMO can change over time. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Implementation Fund
N/A

Seeks positive total return, not "relative return." GMO pursues investment strategies for the Fund that are intended to complement the strategies it is pursuing in GMO Benchmark-Free Allocation Fund. Accordingly, the Fund is not a standalone investment. GMO uses its multi-year forecasts of returns among asset classes, together with its assessment of the risk of such asset classes, to determine the Fund's strategic direction. An important component of those forecasts is the expectation that market valuations ultimately revert to their historical means (averages). The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. Depending on GMO's outlook, the Fund may have exposure to any asset class (e.g., non-U.S. equity, U.S. equity, emerging country equity, emerging country debt, non-U.S. fixed income, U.S. fixed income, and real estate) and at times may be substantially invested in a single asset class. The Fund may invest in companies of any market capitalization. In addition, the Fund is not limited in how much it may invest in any market, and it may invest all of its assets in the securities of a limited number of companies in a single country and/or capitalization range. The Fund may invest a significant portion of its assets in the securities of issuers in industries that are subject to the same or similar risk factors. To the extent the Fund invests in fixed income securities, it may have significant exposure to below investment grade securities (commonly referred to as "junk bonds"). The Fund also may have exposure to short sales. GMO's ability to shift investments among asset classes is not subject to any limits. The Fund may engage in merger arbitrage transactions, where it will purchase securities at prices below GMO's anticipated value of the cash, securities or other consideration to be paid or exchanged for such securities upon successful completion of a proposed merger, exchange offer, tender offer, or other similar transaction. Such purchase price may be substantially in excess of the market price of the securities prior to the announcement of the merger, exchange offer, tender offer, or other similar transaction. In conjunction with merger arbitrage transactions, the Fund may make short sales of securities in an effort to maximize risk-adjusted returns. For example, when the terms of a proposed acquisition call for an exchange of securities, the Fund may sell short the securities of the acquiring company in order to protect against a decline in the market value of those securities prior to the acquisition's completion. The Fund also may employ a variety of hedging strategies to protect against market fluctuations or other risks, and may use derivatives otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. As an alternative to investing directly in securities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives (e.g., selling put options on securities) and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include options, futures, warrants, swap contracts, and reverse repurchase agreements. The Fund's foreign currency exposure may differ from the currency exposure of its securities. In addition, the Fund may lend its portfolio securities. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund may have gross investment exposures in excess of its net assets (i.e., the Fund may be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Risk Premium Fund
MSCI World Index

Seeks total return. GMO pursues investment strategies for the Fund that are intended to complement the strategies it is pursuing in other funds or accounts managed by GMO. Accordingly, the Fund is not a standalone investment. The Fund attempts to capture returns commensurate with the equity risk premium over a full market cycle with less sensitivity to equity valuations by writing put options on stock indices and/or by engaging in merger arbitrage strategies. The Fund may sell (write) put options on U.S. and non-U.S. (e.g., Europe, United Kingdom, Japan, Hong Kong, Canada, and Australia) stock indices. GMO uses a proprietary indicator to determine the Fund's put-writing allocations among stock indices, depending on the assessment of relative premiums available. The Fund's portfolio allocations are based on the relative attractiveness of each index in conjunction with other factors such as the liquidity available in each index's options markets. From time to time, the Fund may have substantial exposures to relatively few U.S. and international stock indices. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. The Fund may purchase and sell put and call options of any type, including options on global, regional and country stock indices and options on exchange-traded funds (ETFs). The Fund may purchase and sell exchange-traded and over-the-counter (OTC) options, including options that are cash-settled as well as physically settled. The Fund may purchase and sell options and other securities tied economically to any country in the world, including emerging countries. The Fund may use forward currency contracts to manage its currency exposure. GMO expects that the Fund's option positions typically will be fully collateralized at the time the Fund sells them. GMO, therefore, expects that the Fund will hold sufficient assets to cover the maximum possible loss that the Fund might sustain upon the exercise of an option sold by the Fund. The Fund may engage in merger arbitrage transactions, where it will purchase securities at prices below GMO's anticipated value of the cash, securities or other consideration to be paid or exchanged for such securities upon successful completion of a proposed merger, exchange offer, tender offer, or other similar transaction. Such purchase price may be substantially in excess of the market price of the securities prior to the announcement of the merger, exchange offer, tender offer, or other similar transaction. In conjunction with merger arbitrage transactions, the Fund may make short sales of securities in an effort to maximize risk-adjusted returns. For example, when the terms of a proposed acquisition call for an exchange of securities, the Fund may sell short the securities of the acquiring company in order to protect against a decline in the market value of those securities prior to the acquisition's completion. The Fund also may employ a variety of hedging strategies to protect against market fluctuations or other risks, and may use derivatives otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. The factors considered and investment methods used by GMO can change over time. For collateral and cash management purposes, the Fund will invest a substantial portion of its assets in shares of GMO U.S. Treasury Fund, U.S. Treasury bills and other highly rated securities, and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Special Opportunities Fund
N/A

Seeks positive total return. GMO will generally use a fundamental approach to identify investments that are, in GMO's judgment, trading below their intrinsic value. GMO expects that the Fund will focus its investments in a limited number of investments. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. In addition, the Fund does not seek to outperform a particular securities market index or blend of market indices (i.e., the Fund does not seek "relative" return). The factors considered and investment methods used by GMO can change over time. The Fund may have long or short exposure to non-U.S. and U.S. equities (which may include emerging country equities and equities of any market capitalization), non-U.S. and U.S. fixed income instruments (which may include asset-backed securities and other fixed income instruments of any credit quality, including those that are below investment grade (commonly referred to as "junk bonds"), including distressed and defaulted instruments, and having any maturity or duration), currencies, and, from time to time, other alternative instruments (e.g., instruments that seek exposure to or reduce risks of market volatility). The Fund is not restricted in its exposure to any particular asset class, and at times may be substantially exposed (long or short) to a single asset class (e.g., equities or fixed income securities). In addition, the Fund is not restricted in its exposure (long or short) to any particular market. The Fund may have substantial exposure (long or short) to a particular country or type of country (e.g., emerging countries). The Fund could be subject to material losses from a single investment. In pursuing its investment objective, the Fund may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter (OTC) derivatives, including, without limitation, reverse repurchase agreements, options, futures, swap contracts (such as swaps on securities and securities indices, total return swaps, interest rate swaps, currency swaps, credit default swaps, variance swaps, commodity swaps, inflation swaps, and other types of available swap agreements), swaptions, and foreign currency derivative transactions. In addition, the Fund may lend its portfolio securities. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund may have gross investment exposures in excess of its net assets (i.e., the Fund may be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices. The Fund may make some or all of its investments through one or more wholly-owned, non-U.S. subsidiaries. GMO may serve as the investment manager to these companies but will not receive any additional management or other fees for its services. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Systematic Global Macro Opportunity Fund
Citigroup 3-Month Treasury Bill Index

Seeks long-term total return. The Fund invests in a range of global equity, bond, currency, and commodity markets using exchange-traded futures and forward non-U.S. exchange contracts, as well as making other investments. The Fund seeks to take advantage of GMO's proprietary investment models for global tactical asset allocation and equity, bond, currency, and commodity market selection. The Fund normally invests assets not held as margin for futures or forward transactions or paid as option premiums in cash directly (i.e., Treasury-Bills) or money market funds. The Fund also may invest in U.S. and non-U.S. fixed income securities and hold shares of other GMO Funds, including GMO Debt Opportunities Fund and GMO U.S. Treasury Fund. GMO's models for this systematic process are based on the following strategies: Value-Based Strategies. Value factors compare the price of an asset class or market to an economic fundamental value. Generally, value strategies include yield analysis and mean reversion analysis. Sentiment-Based Strategies. Generally, sentiment-based strategies assess factors such as risk aversion, analyst behavior, and momentum. GMO may eliminate strategies or add new strategies in response to additional research, changing market conditions, or other factors. To gain exposure to commodities and some other assets, the Fund invests through a wholly-owned subsidiary. GMO serves as the investment manager to this subsidiary but does not receive any additional management or other fees for its services. The subsidiary invests primarily in commodity-related derivatives and fixed income securities, but also may invest in any other investments in which the Fund may invest directly. References in this Private Placement Memorandum to the Fund may refer to actions undertaken by the Fund or the subsidiary company. The Fund does not invest directly in commodities and commodity-related derivatives. The Fund does not maintain a specified interest rate duration for its portfolio. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Additional Expense and Performance Information

This section contains additional information regarding the expenses and performance of the Fund. The sub-section below titled "Additional Expense Information" provides further information regarding the Fund's Annual Fund Operating Expenses. The sub-section below titled "Additional Performance Information - Index Descriptions" defines the market indices that are referenced in the Fund Summary.

Additional Expense Information
The expenses that the Fund incurs as a result of its investment in Benchmark-Free Allocation Fund are considered to be direct expenses of the Fund and are contained in the "Other Expenses" line item of the Fund's Annual Fund Operating Expenses table. These expenses include purchase premium and redemption fees that Benchmark-Free Allocation Fund charges its shareholders to help offset estimated portfolio transaction and related costs incurred by Benchmark-Free Allocation Fund as a result of a purchase or redemption, as well as supplemental support fees that Benchmark-Free Allocation Fund pays to GMO for certain supplemental services that GMO provides with respect to shareholders in the MF Class of Benchmark-Free Allocation Fund. In addition, Benchmark-Free Allocation Fund is charged purchase premiums and redemption fees by certain of the underlying funds in which it invests. These fees are paid by Benchmark-Free Allocation Fund from the purchase premiums and redemption fees that it charges to investors such as the Fund, which are already reflected in the Fund's "Other Expenses." Thus, to avoid double counting, the premiums and fees charged by the underlying funds are not reflected in the "Acquired Fund Fees and Expenses" line item included in the Fund's Total Annual Fund Operating Expenses table. For further information regarding supplemental support fees, purchase premiums and redemption fees, please see the section entitled "Fund Expenses" in the SAI.

Additional Performance Information - Index Descriptions
The "Average Annual Total Returns" table in the Fund's Fund Summary compares the Fund's returns with those of at least one broad-based market index. Below are descriptions of each such index. You cannot invest directly in an index.

Barclays U.S. Treasury Inflation Notes: 1-10 Year Index	The Barclays U.S. Treasury Inflation Notes: 1-10 Year Index is an independently maintained and widely published index comprised of inflationprotected securities issued by the U.S. Treasury having a maturity of 1-10 years.
Consumer Price Index	The Consumer Price Index for All Urban Consumers U.S. is published monthly by the U.S. Government as an indicator of changes in price levels (or inflation) paid by urban consumers for a representative basket of goods and services.
MSCI World Index¹	The MSCI World Index (MSCI Standard Index Series) is an independently maintained and widely published index comprised of global developed markets. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.

Source: MSCI. The MSCI information may only be used for your internal use, may not be reproduced or redisseminated in any form and may not be used as a basis for or a component of any financial instruments or products or indices. None of the MSCI information is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. The MSCI information is provided on an "as is" basis and the user of this information assumes the entire risk of any use made of this information. MSCI, each of its affiliates and each other person involved in or related to compiling, computing or creating any MSCI information (collectively, the MSCI Parties") expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any MSCI Party have any liability for any direct, indirect, special, incidental, punitive, consequential (including, without limitation, lost profits) or any other damages. (www.mscibarra.com)

Financial Highlights

The following tables are intended to help you understand the Fund's financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). The information in the following tables has been derived from the Fund's financial statements, which have been audited by KPMG LLP, the Fund's independent registered public accounting firm, whose report, along with the Fund's financial statements, is also included in the Fund's annual report, a copy of which is available upon request.

Absolute Return Fund

For a share outstanding throughout each period.

		Year ended April 30,		Year ended September 30,
Class A	2014¹		2013		2012²
Net asset value, beginning of period	$	10.94	$	10.16	$	10.00
Net investment income (loss)		0.10		0.08		(0.02)³
Net realized and unrealized gains (losses) on investments		0.51		0.73		0.18
Total from investment operations		0.61		0.81		0.16
Distributions to shareholders from
Net investment income		(0.16)		(0.03)		0.00
Net realized gains		(0.00)⁴		0.00		0.00
Total distributions to shareholders		(0.16)		(0.03)		0.00
Net asset value, end of period	$	11.39	$	10.94	$	10.16
Total return⁵		5.66%		8.02%		1.60%
Ratios to average net assets (annualized)
Gross expenses⁶		0.72%		0.73%		0.79%
Net expenses⁶		0.72%		0.73%		0.78%
Net investment income (loss)		1.55%		0.92%		(0.36)%
Supplemental data
Portfolio turnover rate		0%		0%		0%
Net assets, end of period (000s omitted)	$	2,277,448	$	1,512,891	$	398,557

1	For the seven months ended April 30, 2014. The Fund changed its fiscal year end from September 30 to April 30, effective April 30, 2014.

2	For the period from March 1, 2012 (commencement of class operations) to September 30, 2012.

3	Calculated based upon average shares outstanding

4	Amount is less than $0.005.

5	Total return calculations do not include any sales charges. Returns for periods of less than one year are not annualized.

6	Ratios do not include the expenses of GMO Benchmark-Free Allocation Fund, Class MF which were as follows: Year ended April 30, 2014¹ 0.54% Year ended September 30, 2013 0.50% Year ended September 30, 2012² 0.49%

Absolute Return Fund

For a share outstanding throughout each period.

		Year ended April 30,		Year ended September 30,
Class C	2014¹		2013		2012²
Net asset value, beginning of period	$	10.82	$	10.11	$	10.00
Net investment income (loss)		0.06		0.03		(0.06)³
Net realized and unrealized gains (losses) on investments		0.50		0.70		0.17
Total from investment operations		0.56		0.73		0.11
Distributions to shareholders from
Net investment income		(0.11)		(0.02)		0.00
Net realized gains		(0.00)⁴		0.00		0.00
Total distributions to shareholders		(0.11)		(0.02)		0.00
Net asset value, end of period	$	11.27	$	10.82	$	10.11
Total return⁵		5.23%		7.20%		1.10%
Ratios to average net assets (annualized)
Gross expenses⁶		1.47%		1.48%		1.54%
Net expenses⁶		1.47%		1.48%		1.53%
Net investment income (loss)		0.78%		0.14%		(1.11)%
Supplemental data
Portfolio turnover rate		0%		0%		0%
Net assets, end of period (000s omitted)	$	1,600,482	$	1,042,487	$	268,171

1	For the seven months ended April 30, 2014. The Fund changed its fiscal year end from September 30 to April 30, effective April 30, 2014.

2	For the period from March 1, 2012 (commencement of class operations) to September 30, 2012.

3	Calculated based upon average shares outstanding

4	Amount is less than $0.005.

5	Total return calculations do not include any sales charges. Returns for periods of less than one year are not annualized.

6	Ratios do not include the expenses of GMO Benchmark-Free Allocation Fund, Class MF which were as follows: Year ended April 30, 2014¹ 0.54% Year ended September 30, 2013 0.50% Year ended September 30, 2012² 0.49%

FOR MORE INFORMATION More information on the Fund is available free upon request, including the following documents: Statement of Additional Information ("SAI")
Supplements the disclosures made by this Prospectus. The SAI, which has been filed with the SEC, is incorporated by reference into this Prospectus and therefore is legally part of this Prospectus. Annual/Semi-Annual Reports
Provide financial and other important information, including a discussion of the market conditions and investment strategies that significantly affected Fund performance over the reporting period. To obtain copies of the above documents or for more information about Wells Fargo Advantage Funds, contact us: By telephone:
Individual Investors: 1-800-222-8222
Retail Investment Professionals: 1-888-877-9275
Institutional Investment Professionals: 1-866-765-0778

By e-mail: wfaf@wellsfargo.com By mail:
Wells Fargo Advantage Funds
P.O. Box 8266
Boston, MA 02266-8266 Online:
wellsfargoadvantagefunds.com From the SEC:
Visit the SEC's Public Reference Room in Washington,
DC (phone 1-202-551-8090 for operational information
for the SEC's Public Reference Room) or the
SEC's Web site at sec.gov. To obtain information for a fee, write or email:
SEC's Public Reference Section
100 "F" Street, NE
Washington, DC 20549-0102
publicinfo@sec.gov

D94AFR/P501D 9-14
ICA Reg. No. 811-09253

Wells Fargo Advantage Funds

September 1, 2014

Allocation Funds

Prospectus

Administrator Class

Absolute Return Fund

WARDX

Table of Contents

Fund Summary
Absolute Return Fund Summary	2
The Fund
Key Fund Information	8
Absolute Return Fund	9
Description of Principal Investment Risks	12
Portfolio Holdings Information	25
Management of the Fund
Management of the Fund	26
The Adviser and Portfolio Managers	26
Your Account
Compensation to Dealers and Shareholder Servicing Agents	27
Pricing Fund Shares	28
How to Buy Shares	29
How to Sell Shares	31
How to Exchange Shares	32
Account Policies	34
Other Information
Distributions	36
Taxes	36
Description of Underlying Funds	37
Additional Expense and Performance Information	57
Financial Highlights	58

Absolute Return Fund Summary

Investment Objective

The Fund seeks a positive total return.

Fees and Expenses

These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)	None
Maximum deferred sales charge (load) (as a percentage of offering price)	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)¹

Management Fees²	0.68%
Distribution (12b-1) Fees	0.00%
Other Expenses³	0.52%
Acquired Fund Fees and Expenses⁴	0.21%
Total Annual Fund Operating Expenses	1.41%
Fee Waivers	0.00%
Total Annual Fund Operating Expenses After Fee Waiver⁵	1.41%

1.	The Annual Fund Operating Expenses table and the Example of Fund Expenses table below reflect the aggregate expenses of both the Fund and the MF share class of GMO Benchmark-Free Allocation Fund.

2.	The amounts shown reflect the investment advisory fee of both the Fund and GMO Benchmark-Free Allocation Fund.

3.	Includes purchase premiums and redemption fees charged by GMO Benchmark-Free Allocation Fund determined by dividing total purchase premiums and redemption fees paid during the period by the average net assets of the Fund.

4.	These indirect expenses include interest expense that may be incurred by certain underlying funds.

The Adviser has committed through August 31, 2015, to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at 0.57% for Administrator Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (including the expenses of GMO Benchmark-Free Allocation Fund), and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees.

Example of Expenses


After:
1 Year	$144
3 Years	$446
5 Years	$771
10 Years	$1,691

Portfolio Turnover

Principal Investment Strategies

■

U.S. and non-U.S. equity, including emerging markets;

■

U.S. and non-U.S. fixed income, including emerging markets; and

■

alternative asset classes, including commodities.

Benchmark-Free Allocation Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Principal Investment Risks

Currency Risk. Fluctuations in exchange rates can adversely affect the market value of foreign currency holdings and investments denominated in foreign currencies.

Performance

Calendar Year Total Returns as of 12/31 each year
Administrator Class¹

Highest Quarter: 2nd Quarter 2009

+8.94%

Lowest Quarter: 4th Quarter 2008

-7.12%

Year-to-date total return as of 6/30/2014 is +4.30%

Average Annual Total Returns for the periods ended 12/31/2013¹
	Inception Date of Share Class	1 Year	5 Year	10 Year
Administrator Class (before taxes)	3/1/2012	9.95%	8.84%	8.40%
Administrator Class (after taxes on distributions)	3/1/2012	9.39%	8.20%	6.30%
Administrator Class (after taxes on distributions and the sale of Fund Shares)	3/1/2012	5.81%	6.74%	6.10%
MSCI World Index (Net) (reflects no deduction for fees, expenses, or taxes)		26.68%	15.02%	6.98%
Barclays U.S. TIPS 1-10 Year Index (reflects no deduction for fees, expenses, or taxes)		-5.58%	4.95%	4.37%
Consumer Price Index (reflects no deduction for fees, expenses, or taxes)		1.50%	2.08%	2.37%

Historical performance shown for Administrator Class prior to its inception is based on the performance of the Class III shares of Benchmark-Free Allocation Fund, in which the Fund invests substantially all of its investable assets. Returns for the Class III shares do not reflect Benchmark-Free Allocation Fund's current fee arrangement and have been adjusted downward to reflect the higher expense ratios applicable to Administrator Class at its inception. The ratio was 1.50% for Administrator Class.

Fund Management

Investment Adviser	Portfolio Manager¹, Title/Managed Since
Wells Fargo Funds Management, LLC	Ben Inker, CFA, Portfolio Manager/2012 Sam Wilderman, CFA, Portfolio Manager/2012

Purchase and Sale of Fund Shares

Administrator Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. In general, you can buy or sell shares of the Fund online or by mail, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.

Minimum Investments	To Buy or Sell Shares
Minimum Initial Investment Administrator Class: $1 million (this amount may be reduced or eliminated for certain eligible investors) Minimum Additional Investment Administrator Class: None	Mail: Wells Fargo Advantage Funds P.O. Box 8266 Boston, MA 02266-8266 Online: wellsfargoadvantagefunds.com Phone or Wire: 1-800-222-8222 Contact your investment representative.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Key Fund Information

Investment Objective and Principal Investment Strategies

■

what the Fund is trying to achieve; and

■

how we intend to invest your money.

This section also provides a summary of the Fund's principal investment policies and practices. Unless otherwise indicated, these investment policies and practices apply on an ongoing basis.

Principal Investment Risks

Absolute Return Fund

Investment Adviser	Wells Fargo Funds Management, LLC
Portfolio Manager	Ben Inker, CFA; Sam Wilderman, CFA¹
Fund Inception:	March 1, 2012
Administrator Class	Ticker: WARDX	Fund Number: 3727

Investment Objective

The Fund seeks a positive total return.

The Fund's Board of Trustees can change this investment objective without a shareholder vote.

Principal Investment Strategies

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U.S. and non-U.S. equity, including emerging markets;

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U.S. and non-U.S. fixed income, including emerging markets; and

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alternative asset classes, including commodities.

Benchmark-Free Allocation Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Principal Investment Risks

The Fund is primarily subject to the risks mentioned below.

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Commodities Risk

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Counterparty Risk

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Credit Risk

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Currency Risk

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Derivatives Risk

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Focused Investment Risk

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Fund of Funds Risk

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Illiquidity Risk

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Large Shareholder Risk

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Leveraging Risk

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Management and Operational Risk

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Market Disruption and Geopolitical Risk

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Market Risk - Asset-Backed Securities

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Market Risk - Equities

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Market Risk - Fixed Income Investments

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Merger Arbitrage Risk

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Non-Diversified Funds Risk

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Non-U.S. Investment Risk

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Smaller Company Risk

Description of Principal Investment Risks

In many cases, the credit risk of a fixed income security is reflected in its credit ratings, and a Fund holding such a security is subject to the risk that its rating will be downgraded.

Market risk for fixed income securities denominated in foreign currencies is also affected by currency risk. See "Currency Risk" above.

Portfolio Holdings Information

Management of the Fund

The Adviser and Portfolio Managers

Advisory Fees Paid
	As a % of average daily net assets
Absolute Return Fund	0.19%

Ben Inker, CFA

Sam Wilderman, CFA

The Fund invests substantially all of its assets directly in Benchmark-Free Allocation Fund. GMO's Asset Allocation Team (the "Team") is primarily responsible for the investment management of Benchmark-Free Allocation Fund. The Team's investment professionals work collaboratively to manage Benchmark-Free Allocation Fund's portfolio. Ben Inker and Sam Wilderman, the Co-Heads and Senior Members of the Team, oversee the implementation of the trades on behalf of Benchmark-Free Allocation Fund, review the overall composition of the portfolio, including compliance with stated investment objectives and strategies, and monitor cash. Mr. Wilderman has been responsible for overseeing the portfolio management of GMO's asset allocation portfolios since September 2012. Previously, Mr. Wilderman was Co-Head of GMO's Global Equity Team.

Compensation to Dealers and Shareholder Servicing Agents

Shareholder Servicing Plan
The Fund has a shareholder servicing plan. Under this plan, various shareholder servicing agents have been authorized to process purchase and redemption requests, to service shareholder accounts, and to provide other related services for the Fund's Administrator Class. For these services, the Fund's Administrator Class pays an annual fee of up to 0.25% of its average daily net assets.

Pricing Fund Shares

How to Buy Shares

Administrator Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks; trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. Specific eligibility requirements that apply to these entities include:

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Employee benefit plan programs;

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Broker-dealer managed account or wrap programs that charge an asset-based fee;

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Registered investment adviser mutual fund wrap programs or other accounts that are charged a fee for advisory, investment, consulting or similar services;

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Private bank and trust company managed accounts or wrap programs that charge an asset-based fee;

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Internal Revenue Code Section 529 college savings plan accounts;

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Fund of Funds including those advised by Funds Management;

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Investment Management and Trust Departments of Wells Fargo purchasing shares on behalf of their clients;

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Endowments, non-profits, and charitable organizations who invest a minimum initial amount of $500,000 in a Fund;

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Any other institutions or customers of financial intermediaries who invest a minimum initial investment amount of $1 million in a Fund;

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Individual investors who invest a minimum initial investment amount of $1 million directly with a Fund; and

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Certain investors and related accounts as detailed in the Fund's Statement of Additional Information.

Any of the minimum initial investment amount waivers listed above may be modified or discontinued at any time.


Institutions Purchasing Shares Directly	Opening an Account	Adding to an Account
By Telephone or Online	A new account may not be opened by telephone or online unless the institution has another Wells Fargo Advantage Fund account. If the institution does not currently have an account, contact your investment representative.	To buy additional shares or to buy shares in a new Fund: ■ Call Investor Services at 1-800-222-8222 or ■ Call 1-800-368-7550 for the automated phone system or ■ Visit our Web site at wellsfargoadvantagefunds.com
By Wire	■ Complete and sign the Administrator Class account application ■ Call Investor Services at 1-800-222-8222 for faxing instructions ■ Use the following wiring instructions: Receiving bank: State Street Bank & Trust Company, Boston, MA Bank ABA/routing number: 011000028 Bank account number: 9905-437-1 For credit to: Wells Fargo Advantage Funds For further credit to: [Your name (as registered on your fund account) and your fund and account number]	■ To buy additional shares, instruct your bank or financial institution to use the same wire instructions shown to the left.
Through Your Investment Representative	Contact your investment representative.	Contact your investment representative.

General Notes For Buying Shares

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Earning Distributions. You are eligible to earn distributions beginning on the business day after the transfer agent receives your purchase in proper form.

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U.S. Dollars Only. All payments must be made in U.S. dollars and all checks must be drawn on U.S. banks.

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Special Considerations When Investing Through Financial Intermediaries:
If a financial intermediary purchases Administrator Class shares on your behalf, you should understand the following:

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Minimum Investments and Other Terms of Your Account. Share purchases are made through a customer account at your financial intermediary following that firm's terms. Financial intermediaries may require different minimum investment amounts. Please consult an account representative from your financial intermediary for specifics.

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Records are Held in Financial Intermediary's Name. Financial intermediaries are usually the holders of record for Administrator Class shares held through their customer accounts. The financial intermediaries maintain records reflecting their customers' beneficial ownership of the shares.

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Purchase/Redemption Orders. Financial intermediaries are responsible for transmitting their customers' purchase and redemption orders to a Fund and for delivering required payment on a timely basis.

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Shareholder Communications. Financial intermediaries are responsible for delivering shareholder communications and voting information from a Fund, and for transmitting shareholder voting instructions to a Fund.

How to Sell Shares

Administrator Class shares must be redeemed according to the terms of your customer account with your financial intermediary. You should contact your investment representative when you wish to sell Fund shares.

Institutions Selling Shares Directly	To Sell Some or All of Your Shares
By Telephone / Electronic Funds Transfer (EFT)	■ To speak with an investor services representative call 1-800-222-8222 or use the automated phone system at 1-800-368-7550. ■ Redemptions processed by EFT to a linked Wells Fargo Bank account occur same day for Wells Fargo Advantage money market funds, and next day for all other Wells Fargo Advantage Funds. ■ Transfers made to a Wells Fargo Bank account are made available sooner than transfers to an unaffiliated institution. ■ Redemptions to any other linked bank account may post in two business days, please check with your financial institution for funds posting and availability. Note: Telephone transactions such as redemption requests made over the phone generally require only one of the account owners to call unless you have instructed us otherwise.
By Wire	■ To arrange for a Federal Funds wire, call 1-800-222-8222. ■ Be prepared to provide information on the commercial bank that is a member of the Federal Reserve wire system. ■ Redemption proceeds are usually wired to the financial intermediary the following business day.
Online	Visit our Web site at wellsfargoadvantagefunds.com.
Through Your Investment Representative	Contact your investment representative.

General Notes for Selling Shares

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Right to Delay Payment. We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through Electronic Funds Transfer, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Statement of Additional Information.

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Redemption in Kind. Although generally we pay redemption requests in cash, we reserve the right to determine in our sole discretion, whether to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, we may pay all or part of the redemption in securities of equal value as permitted under the Investment Company Act of 1940, and the rules thereunder. The redeeming shareholders should expect to incur transaction costs upon the disposition of the securities received.

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How to Exchange Shares

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You should carefully read the prospectus for the Wells Fargo Advantage Fund into which you wish to exchange.

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Every exchange involves selling Fund shares, which may produce a capital gain or loss for tax purposes.

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Any exchange between two Wells Fargo Advantage Funds must meet the minimum subsequent purchase amounts.

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Generally, we will notify you at least 60 days in advance of any changes in our exchange policy.

Frequent Purchases and Redemptions of Fund Shares

Wells Fargo Advantage Funds reserves the right to reject any purchase or exchange order for any reason. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.

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Money market funds;

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Ultra-Short Funds;

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Dividend reinvestments;

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Transactions initiated by a "fund of funds" or Section 529 Plan into an underlying fund investment;

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Permitted exchanges between share classes of the same Fund;

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Purchases below $5,000 (including purchases that are part of an exchange transaction).

Account Policies

Advance Notice of Large Transactions
We strongly urge you to begin all purchases and redemptions as early in the day as possible and to notify us at least one day in advance of transactions in excess of $5,000,000. This will allow us to manage your Fund most effectively. When you give us this advance notice, you must provide us with your name and account number.

Retirement Accounts
We offer prototype documents for a variety of retirement accounts for individuals and small businesses. Please call 1-800-222-8222 for information on:

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Individual Retirement Plans, including Traditional IRAs and Roth IRAs.

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Qualified Retirement Plans, including Simple IRAs, SEP IRAs, Keoghs, Pension Plans, Profit-Sharing Plans, and 401(k) Plans.

Distributions

The Fund generally makes distributions of any net investment income and any realized net capital gains at least annually. Please contact your institution for distribution options. Remember, distributions have the effect of reducing the NAV per share by the amount distributed.

Taxes

Corporate shareholders may be able to deduct a portion of their distributions when determining their taxable income.

In certain circumstances, Fund shareholders may be subject to backup withholding taxes.

Description of Underlying Funds

GMO Equity Funds

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Countries Fund
S&P/IFCI Composite Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Domestic Opportunities Fund
MSCI Emerging Markets Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Markets Fund
S&P/IFCI Composite Index

Seeks total return in excess of that of its benchmark. The Fund typically invests directly and indirectly (e.g., through underlying funds or derivatives) in equities of companies tied economically to emerging markets. "Emerging markets" include all markets that are not treated as "developed markets" in the MSCI World Index or MSCI EAFE Index. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in investments tied economically to emerging markets. In addition to investing in companies tied economically to emerging markets, the Fund may invest in companies that GMO believes are likely to benefit from growth in the emerging markets. GMO expects that the Fund will have a value bias relative to its benchmark. GMO uses proprietary quantitative techniques and fundamental analysis to evaluate and select countries, sectors, and equity investments based on factors including, but not limited to, valuation and macroeconomic factors. The process begins with country and sector allocation and then focuses on the selection of individual companies. In constructing the Fund's portfolio, GMO weighs a number of factors, including the trade-off among forecasted returns, risk relative to the benchmark, transaction costs, and liquidity. GMO also adjusts the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include options, futures, warrants, swap contracts, and reverse repurchase agreements. The Fund's foreign currency exposure may differ from the currency exposure represented by its equity investments. In addition, the Fund may overweight and underweight its positions in particular currencies relative to its benchmark. In addition, the Fund may lend its portfolio securities. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Equity Fund
MSCI EAFE Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Large/Mid Cap Equity Fund
MSCI EAFE Index

Seeks high total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in non-U.S. developed market equities that GMO believes will provide a higher return than the MSCI EAFE Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, forward currency contracts, and swap contracts. In addition, the Fund may lend its portfolio securities. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in equities. In addition, under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in equities of large- and mid-cap companies. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The term "large- and mid-cap companies" means non-U.S. companies that issue stocks included in the MSCI Standard Indices and international stock indices that target approximately 85% of each market's free-float adjusted market capitalization, and companies with similar market capitalizations. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Small Companies Fund
MSCI EAFE Small Cap Index

Fund Name and Benchmark

Investment Goal/Strategy

GMO Quality Fund
S&P 500 Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Resources Fund
MSCI ACWI Commodity Producers

Fund Name and Benchmark

Investment Goal/Strategy

GMO U.S. Equity Allocation Fund
S&P 500 Index

Seeks high total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in equities that GMO believes will provide a higher return than the S&P 500 Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, industry and sector exposure, and market capitalization. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. The Fund may invest in companies of any market capitalization. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, and swap contracts. In addition, the Fund may lend its portfolio securities. Under normal circumstances, the Fund invests directly and indirectly (e.g., through underlying funds or derivatives) at least 80% of its assets in equities tied economically to the United States. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

GMO Fixed Income Funds

Fund Name and Benchmark

Investment Goals/Strategy

GMO Asset Allocation Bond Fund
Citigroup 3-Month Treasury Bill Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Core Plus Bond Fund
Barclays U.S. Aggregate Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Currency Hedged International Bond Fund
J.P. Morgan GBI Global ex Japan ex U.S. (Hedged)

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., United Kingdom) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. The Fund generally attempts to hedge at least 75% of its net foreign currency exposure into U.S. dollars. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.2 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Debt Opportunities Fund
J.P. Morgan U.S. 3 Month Cash Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Country Debt Fund
J.P. Morgan EMBI Global

Fund Name and Benchmark

Investment Goals/Strategy

GMO Global Bond Fund
J.P. Morgan GBI Global

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., Japan) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); non-U.S. bonds and other bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.0 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO High Quality Short-Duration Bond Fund
J.P. Morgan U.S. 3 Month Cash Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Bond Fund
J.P. Morgan GBI Global ex U.S.

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., Japan) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); non-U.S. bonds and other bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.7 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO U.S. Treasury Fund
Citigroup 3-Month Treasury Bill Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO World Opportunity Overlay Fund
J.P. Morgan U.S. 3 Month Cash Index

GMO Alternative Strategy and Implementation Funds

Fund Name and Benchmark

Investment Goals/Strategy

GMO Alpha Only Fund
Citigroup 3-Month Treasury Bill Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Implementation Fund
N/A

Fund Name and Benchmark

Investment Goals/Strategy

GMO Risk Premium Fund
MSCI World Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Special Opportunities Fund
N/A

Fund Name and Benchmark

Investment Goals/Strategy

GMO Systematic Global Macro Opportunity Fund
Citigroup 3-Month Treasury Bill Index

Additional Expense and Performance Information

Barclays U.S. Treasury Inflation Notes: 1-10 Year Index	The Barclays U.S. Treasury Inflation Notes: 1-10 Year Index is an independently maintained and widely published index comprised of inflationprotected securities issued by the U.S. Treasury having a maturity of 1-10 years.
Consumer Price Index	The Consumer Price Index for All Urban Consumers U.S. is published monthly by the U.S. Government as an indicator of changes in price levels (or inflation) paid by urban consumers for a representative basket of goods and services.
MSCI World Index¹	The MSCI World Index (MSCI Standard Index Series) is an independently maintained and widely published index comprised of global developed markets. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.

Financial Highlights

Absolute Return Fund

For a share outstanding throughout each period.

		Year ended April 30,		Year ended September 30,
Administrator Class	2014¹		2013		2012²
Net asset value, beginning of period	$	10.97	$	10.17	$	10.00
Net investment income (loss)		0.11		0.09		(0.01)³
Net realized and unrealized gains (losses) on investments		0.51		0.75		0.18
Total from investment operations		0.62		0.84		0.17
Distributions to shareholders from
Net investment income		(0.17)		(0.04)		0.00
Net realized gains		(0.00)⁴		0.00		0.00
Total distributions to shareholders		(0.17)		(0.04)		0.00
Net asset value, end of period	$	11.42	$	10.97	$	10.17
Total return⁵		5.74%		8.25%		1.70%
Ratios to average net assets (annualized)
Gross expenses⁶		0.55%		0.55%		0.62%
Net expenses⁶		0.55%		0.55%		0.59%
Net investment income (loss)		1.69%		1.03%		(0.16)%
Supplemental data
Portfolio turnover rate		0%		0%		0%
Net assets, end of period (000s omitted)	$	4,223,678	$	2,763,630	$	914,872

1	For the seven months ended April 30, 2014. The Fund changed its fiscal year end from September 30 to April 30, effective April 30, 2014.

2	For the period from March 1, 2012 (commencement of class operations) to September 30, 2012.

3	Calculated based upon average shares outstanding

4	Amount is less than $0.005.

5	Returns for periods of less than one year are not annualized.

6	Ratios do not include the expenses of GMO Benchmark-Free Allocation Fund, Class MF which were as follows: Year ended April 30, 2014¹ 0.54% Year ended September 30, 2013 0.50% Year ended September 30, 2012² 0.49%

D94AFAM/P503D 9-14
ICA Reg. No. 811-09253

Wells Fargo Advantage Funds

September 1, 2014

Allocation Funds

Prospectus

Institutional Class

Absolute Return Fund

WABIX

Table of Contents

Fund Summary
Absolute Return Fund Summary	2
The Fund
Key Fund Information	8
Absolute Return Fund	9
Description of Principal Investment Risks	12
Portfolio Holdings Information	25
Management of the Fund
Management of the Fund	26
The Adviser and Portfolio Managers	26
Your Account
Compensation to Dealers and Shareholder Servicing Agents	27
Pricing Fund Shares	28
How to Buy Shares	29
How to Sell Shares	31
How to Exchange Shares	32
Account Policies	34
Other Information
Distributions	36
Taxes	36
Description of Underlying Funds	37
Additional Expense and Performance Information	57
Financial Highlights	58

Absolute Return Fund Summary

Investment Objective

The Fund seeks a positive total return.

Fees and Expenses

These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)	None
Maximum deferred sales charge (load) (as a percentage of offering price)	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)¹

Management Fees²	0.68%
Distribution (12b-1) Fees	0.00%
Other Expenses³	0.25%
Acquired Fund Fees and Expenses⁴	0.21%
Total Annual Fund Operating Expenses	1.14%
Fee Waivers	0.00%
Total Annual Fund Operating Expenses After Fee Waiver⁵	1.14%

1.	The Annual Fund Operating Expenses table and the Example of Fund Expenses table below reflect the aggregate expenses of both the Fund and the MF share class of GMO Benchmark-Free Allocation Fund.

2.	The amounts shown reflect the investment advisory fee of both the Fund and GMO Benchmark-Free Allocation Fund.

3.	Includes purchase premiums and redemption fees charged by GMO Benchmark-Free Allocation Fund determined by dividing total purchase premiums and redemption fees paid during the period by the average net assets of the Fund.

4.	These indirect expenses include interest expense that may be incurred by certain underlying funds.

The Adviser has committed through August 31, 2015, to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at 0.33% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses (including the expenses of GMO Benchmark-Free Allocation Fund), and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees.

Example of Expenses


After:
1 Year	$116
3 Years	$362
5 Years	$628
10 Years	$1,386

Portfolio Turnover

Principal Investment Strategies

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U.S. and non-U.S. equity, including emerging markets;

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U.S. and non-U.S. fixed income, including emerging markets; and

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alternative asset classes, including commodities.

Benchmark-Free Allocation Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Principal Investment Risks

Currency Risk. Fluctuations in exchange rates can adversely affect the market value of foreign currency holdings and investments denominated in foreign currencies.

Performance

Calendar Year Total Returns as of 12/31 each year
Institutional Class¹

Highest Quarter: 2nd Quarter 2009

+8.94%

Lowest Quarter: 4th Quarter 2008

-7.12%

Year-to-date total return as of 6/30/2014 is +4.39%

Average Annual Total Returns for the periods ended 12/31/2013¹
	Inception Date of Share Class	1 Year	5 Year	10 Year
Institutional Class (before taxes)	11/30/2012	10.25%	8.92%	8.43%
Institutional Class (after taxes on distributions)	11/30/2012	9.62%	8.26%	6.32%
Institutional Class (after taxes on distributions and the sale of Fund Shares)	11/30/2012	6.00%	6.79%	6.13%
MSCI World Index (Net) (reflects no deduction for fees, expenses, or taxes)		26.68%	15.02%	6.98%
Barclays U.S. TIPS 1-10 Year Index (reflects no deduction for fees, expenses, or taxes)		-5.58%	4.95%	4.37%
Consumer Price Index (reflects no deduction for fees, expenses, or taxes)		1.50%	2.08%	2.37%

Historical performance shown for Institutional Class prior to its inception reflects the performance of the Administrator Class, and is not adjusted to reflect Institutional Class expenses. If these expenses had been included, returns for Institutional Class would be higher. Historical performance shown for Administrator Class prior to its inception is based on the performance of the Class III shares of Benchmark-Free Allocation Fund, in which the Fund invests substantially all of its investable assets. Returns for the Class III shares do not reflect Benchmark-Free Allocation Fund's current fee arrangement and have been adjusted downward to reflect the higher expense ratios applicable to Administrator Class at its inception. The ratio was 1.50% for Administrator Class.

Fund Management

Investment Adviser	Portfolio Manager¹, Title/Managed Since
Wells Fargo Funds Management, LLC	Ben Inker, CFA, Portfolio Manager/2012 Sam Wilderman, CFA, Portfolio Manager/2012

Purchase and Sale of Fund Shares

Institutional Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. In general, you can buy or sell shares of the Fund online or by mail, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.

Minimum Investments	To Buy or Sell Shares
Minimum Initial Investment Institutional Class: $5 million (this amount may be reduced or eliminated for certain eligible investors) Minimum Additional Investment Institutional Class: None	Mail: Wells Fargo Advantage Funds P.O. Box 8266 Boston, MA 02266-8266 Online: wellsfargoadvantagefunds.com Phone or Wire: 1.800.222.8222 Contact your investment representative.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Key Fund Information

Investment Objective and Principal Investment Strategies

■

what the Fund is trying to achieve; and

■

how we intend to invest your money.

This section also provides a summary of the Fund's principal investment policies and practices. Unless otherwise indicated, these investment policies and practices apply on an ongoing basis.

Principal Investment Risks

Absolute Return Fund

Investment Adviser	Wells Fargo Funds Management, LLC
Portfolio Manager	Ben Inker, CFA; Sam Wilderman, CFA¹
Fund Inception:	March 1, 2012
Institutional Class	Ticker: WABIX	Fund Number: 3168

Investment Objective

The Fund seeks a positive total return.

The Fund's Board of Trustees can change this investment objective without a shareholder vote.

Principal Investment Strategies

■

U.S. and non-U.S. equity, including emerging markets;

■

U.S. and non-U.S. fixed income, including emerging markets; and

■

alternative asset classes, including commodities.

Benchmark-Free Allocation Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Principal Investment Risks

The Fund is primarily subject to the risks mentioned below.

■

Commodities Risk

■

Counterparty Risk

■

Credit Risk

■

Currency Risk

■

Derivatives Risk

■

Focused Investment Risk

■

Fund of Funds Risk

■

Illiquidity Risk

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Large Shareholder Risk

■

Leveraging Risk

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Management and Operational Risk

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Market Disruption and Geopolitical Risk

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Market Risk - Asset-Backed Securities

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Market Risk - Equities

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Market Risk - Fixed Income Investments

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Merger Arbitrage Risk

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Non-Diversified Funds Risk

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Non-U.S. Investment Risk

■

Smaller Company Risk

Description of Principal Investment Risks

In many cases, the credit risk of a fixed income security is reflected in its credit ratings, and a Fund holding such a security is subject to the risk that its rating will be downgraded.

Market risk for fixed income securities denominated in foreign currencies is also affected by currency risk. See "Currency Risk" above.

Portfolio Holdings Information

Management of the Fund

The Adviser and Portfolio Managers

Advisory Fees Paid
	As a % of average daily net assets
Absolute Return Fund	0.19%

Ben Inker, CFA

Sam Wilderman, CFA

The Fund invests substantially all of its assets directly in Benchmark-Free Allocation Fund. GMO's Asset Allocation Team (the "Team") is primarily responsible for the investment management of Benchmark-Free Allocation Fund. The Team's investment professionals work collaboratively to manage Benchmark-Free Allocation Fund's portfolio. Ben Inker and Sam Wilderman, the Co-Heads and Senior Members of the Team, oversee the implementation of the trades on behalf of Benchmark-Free Allocation Fund, review the overall composition of the portfolio, including compliance with stated investment objectives and strategies, and monitor cash. Mr. Wilderman has been responsible for overseeing the portfolio management of GMO's asset allocation portfolios since September 2012. Previously, Mr. Wilderman was Co-Head of GMO's Global Equity Team.

Compensation to Dealers and Shareholder Servicing Agents

Pricing Fund Shares

How to Buy Shares

Institutional Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks; trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. Specific eligibility requirements that apply to these entities include:

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Employee benefit plan programs;

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Broker-dealer managed account or wrap programs that charge an asset-based fee;

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Registered investment adviser mutual fund wrap programs or other accounts that are charged a fee for advisory, investment, consulting or similar services;

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Private bank and trust company managed accounts or wrap programs or other accounts that charge an asset-based fee;

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Internal Revenue Code Section 529 college savings plan accounts;

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Fund of Funds including those advised by Funds Management;

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Investment Management and Trust Departments of Wells Fargo purchasing shares on behalf of their clients;

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Endowments, non-profits, and charitable organizations who invest a minimum initial amount of $1 million in a Fund;

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Any other institutions or customers of financial intermediaries who invest a minimum initial amount of $5 million in a Fund;

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Individual investors who invest a minimum initial amount of $5 million directly with a Fund; and

■

Certain investors and related accounts as detailed in the Fund's Statement of Additional Information.

Any of the minimum initial investment waivers listed above may be modified or discontinued at any time.

Institutions Purchasing Shares Directly	Opening an Account	Adding to an Account
By Telephone or Online	A new account may not be opened by telephone or online unless the institution has another Wells Fargo Advantage Fund account. If the institution does not currently have an account, contact your investment representative.	To buy additional shares or to buy shares in a new Fund: ■ Call Investor Services at 1-800-222-8222 or ■ Call 1-800-368-7550 for the automated phone system or ■ Visit our Web site at wellsfargoadvantagefunds.com
By Wire	■ Complete and sign the Institutional Class account application. Call Investor Services at 1-800-222-8222 for faxing instructions. Use the following wiring instructions: Receiving bank: State Street Bank & Trust Company, Boston, MA Bank ABA/routing number: 011000028 Bank account number: 9905-437-1 For credit to: Wells Fargo Advantage Funds For further credit to: [Your name (as registered on your fund account) and your fund and account number]	■ To buy additional shares, instruct your bank or financial institution to use the same wire instructions shown to the left.
Through Your Investment Representative	Contact your investment representative.	Contact your investment representative.

General Notes for Buying Shares

■

Earning Distributions. You are eligible to earn distributions beginning on the business day after the transfer agent receives your purchase in proper form.

■

U.S. Dollars Only. All payments must be made in U.S. dollars and all checks must be drawn on U.S. banks.

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Special Considerations When Investing Through Financial Intermediaries:
If a financial intermediary purchases Institutional Class shares on your behalf, you should understand the following:

■

Records are Held in Financial Intermediary's Name. Financial intermediaries are usually the holders of record for Institutional Class shares held through their customer accounts. The financial intermediaries maintain records reflecting their customers' beneficial ownership of the shares.

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How to Sell Shares

Institutional Class shares must be redeemed according to the terms of your customer account with your financial intermediary. You should contact your investment representative when you wish to sell Fund shares.

Institutions Selling Shares Directly	To Sell Some or All of Your Shares
By Telephone / Electronic Funds Transfer (EFT)	■ To speak with an investor services representative call 1-800-222-8222 or use the automated phone system at 1-800-368-7550. ■ Redemptions processed by EFT to a linked Wells Fargo Bank account occur same day for Wells Fargo Advantage money market funds, and next day for all other Wells Fargo Advantage Funds. ■ Transfers made to a Wells Fargo Bank account are made available sooner than transfers to an unaffiliated institution. ■ Redemptions to any other linked bank account may post in two business days, please check with your financial institution for funds posting and availability. Note: Telephone transactions such as redemption requests made over the phone generally require only one of the account owners to call unless you have instructed us otherwise.
By Wire	■ To arrange for a Federal Funds wire, call 1-800-222-8222. ■ Be prepared to provide information on the commercial bank that is a member of the Federal Reserve wire system. ■ Redemption proceeds are usually wired to the financial intermediary the following business day.
Online	Visit our Web site at wellsfargoadvantagefunds.com.
Through Your Investment Representative	Contact your investment representative.

General Notes for Selling Shares

■

Right to Delay Payment. We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through Electronic Funds Transfer, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Statement of Additional Information.

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How to Exchange Shares

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You should carefully read the prospectus for the Wells Fargo Advantage Fund into which you wish to exchange.

■

Every exchange involves selling Fund shares, which may produce a capital gain or loss for tax purposes.

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Any exchange between two Wells Fargo Advantage Funds must meet the minimum subsequent purchase amounts.

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Generally, we will notify you at least 60 days in advance of any changes in our exchange policy.

Frequent Purchases and Redemptions of Fund Shares

Wells Fargo Advantage Funds reserves the right to reject any purchase or exchange order for any reason. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.

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Money market funds;

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Ultra-Short Funds;

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Dividend reinvestments;

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Transactions initiated by a "fund of funds" or Section 529 Plan into an underlying fund investment;

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Permitted exchanges between share classes of the same Fund;

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Purchases below $5,000 (including purchases that are part of an exchange transaction).

Account Policies

Retirement Accounts
We offer prototype documents for a variety of retirement accounts for individuals and small businesses. Please call 1-800-222-8222 for information on:

■

Individual Retirement Plans, including Traditional IRAs and Roth IRAs.

■

Qualified Retirement Plans, including Simple IRAs, SEP IRAs, Keoghs, Pension Plans, Profit-Sharing Plans, and 401(k) Plans.

Distributions

Taxes

Corporate shareholders may be able to deduct a portion of their distributions when determining their taxable income.

In certain circumstances, Fund shareholders may be subject to backup withholding taxes.

Description of Underlying Funds

GMO Equity Funds

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Countries Fund
S&P/IFCI Composite Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Domestic Opportunities Fund
MSCI Emerging Markets Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Markets Fund
S&P/IFCI Composite Index

Seeks total return in excess of that of its benchmark. The Fund typically invests directly and indirectly (e.g., through underlying funds or derivatives) in equities of companies tied economically to emerging markets. "Emerging markets" include all markets that are not treated as "developed markets" in the MSCI World Index or MSCI EAFE Index. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in investments tied economically to emerging markets. In addition to investing in companies tied economically to emerging markets, the Fund may invest in companies that GMO believes are likely to benefit from growth in the emerging markets. GMO expects that the Fund will have a value bias relative to its benchmark. GMO uses proprietary quantitative techniques and fundamental analysis to evaluate and select countries, sectors, and equity investments based on factors including, but not limited to, valuation and macroeconomic factors. The process begins with country and sector allocation and then focuses on the selection of individual companies. In constructing the Fund's portfolio, GMO weighs a number of factors, including the trade-off among forecasted returns, risk relative to the benchmark, transaction costs, and liquidity. GMO also adjusts the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include options, futures, warrants, swap contracts, and reverse repurchase agreements. The Fund's foreign currency exposure may differ from the currency exposure represented by its equity investments. In addition, the Fund may overweight and underweight its positions in particular currencies relative to its benchmark. In addition, the Fund may lend its portfolio securities. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Equity Fund
MSCI EAFE Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Large/Mid Cap Equity Fund
MSCI EAFE Index

Seeks high total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in non-U.S. developed market equities that GMO believes will provide a higher return than the MSCI EAFE Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, market capitalization, and exposure to factors such as industry, sector, country, or currency. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, forward currency contracts, and swap contracts. In addition, the Fund may lend its portfolio securities. Under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in equities. In addition, under normal circumstances, the Fund invests directly and indirectly at least 80% of its assets in equities of large- and mid-cap companies. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The term "large- and mid-cap companies" means non-U.S. companies that issue stocks included in the MSCI Standard Indices and international stock indices that target approximately 85% of each market's free-float adjusted market capitalization, and companies with similar market capitalizations. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Small Companies Fund
MSCI EAFE Small Cap Index

Fund Name and Benchmark

Investment Goal/Strategy

GMO Quality Fund
S&P 500 Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Resources Fund
MSCI ACWI Commodity Producers

Fund Name and Benchmark

Investment Goal/Strategy

GMO U.S. Equity Allocation Fund
S&P 500 Index

Seeks high total return. GMO seeks to achieve the Fund's investment objective by investing the Fund's portfolio primarily in equities that GMO believes will provide a higher return than the S&P 500 Index. GMO determines which securities the Fund should buy or sell based on its evaluation of companies' published financial information and corporate behavior, securities' prices, equity and bond markets, and the overall economy. In selecting securities for the Fund, GMO uses a combination of investment methods to identify securities that GMO believes have positive return potential relative to other securities in the Fund's investment universe. Some of these methods evaluate individual securities or groups of securities based on the ratio of their price to historical financial information and forecasted financial information, such as book value, cash flow and earnings, and a comparison of these ratios to industry or market averages or to their own history. Other methods focus on patterns of information, such as price movement or volatility of a security or groups of securities relative to the Fund's investment universe or corporate behavior of an issuer. GMO also uses its multi-year return forecasts for asset classes and other groups of securities as an input to the investment process and may adjust the Fund's portfolio for factors such as position size, industry and sector exposure, and market capitalization. The factors considered and investment methods used by GMO can change over time. GMO does not manage the Fund to, or control the Fund's risk relative to, any securities index or securities benchmark. The Fund may invest in companies of any market capitalization. As an alternative to investing directly in equities, the Fund may use exchange-traded and over-the-counter (OTC) derivatives and exchange-traded funds ("ETFs"). The Fund also may use derivatives and ETFs: (i) in an attempt to reduce investment exposures (which may result in a reduction below zero); (ii) in an attempt to adjust elements of the Fund's investment exposure; and (iii) as a substitute for securities lending. Derivatives used may include futures, options, and swap contracts. In addition, the Fund may lend its portfolio securities. Under normal circumstances, the Fund invests directly and indirectly (e.g., through underlying funds or derivatives) at least 80% of its assets in equities tied economically to the United States. The term "equities" refers to direct and indirect investments in common and preferred stocks and other stock-related securities, such as convertible securities, depositary receipts, and exchange-traded equity real estate investment trusts (REITs) and income trusts. The Fund also may invest in GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO.

GMO Fixed Income Funds

Fund Name and Benchmark

Investment Goals/Strategy

GMO Asset Allocation Bond Fund
Citigroup 3-Month Treasury Bill Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Core Plus Bond Fund
Barclays U.S. Aggregate Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Currency Hedged International Bond Fund
J.P. Morgan GBI Global ex Japan ex U.S. (Hedged)

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., United Kingdom) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. The Fund generally attempts to hedge at least 75% of its net foreign currency exposure into U.S. dollars. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.2 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO Debt Opportunities Fund
J.P. Morgan U.S. 3 Month Cash Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Emerging Country Debt Fund
J.P. Morgan EMBI Global

Fund Name and Benchmark

Investment Goals/Strategy

GMO Global Bond Fund
J.P. Morgan GBI Global

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., Japan) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); non-U.S. bonds and other bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.0 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO High Quality Short-Duration Bond Fund
J.P. Morgan U.S. 3 Month Cash Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO International Bond Fund
J.P. Morgan GBI Global ex U.S.

Seeks total return in excess of that of its benchmark. The Fund's investment program has two principal components. One component seeks to replicate the Fund's benchmark. The second component seeks to add value relative to the Fund's benchmark by taking positions that may not be related to its benchmark. These positions primarily include global interest rate and currency derivatives and indirect (through other GMO Funds) and direct credit investments in asset-backed, government and emerging country debt markets, and can cause the Fund's performance to differ significantly from that of its benchmark. The Fund will typically have substantial direct and indirect investment exposure to the countries (e.g., Japan) and regions (e.g., Eurozone) that represent a significant portion of the Fund's benchmark. In deciding what positions to take in global interest rate and currency markets and the size of those positions, GMO considers fundamental factors (e.g., inflation and current account positions) as well as price-based factors (e.g., interest and exchange rates). GMO also may consider the relative attractiveness of yield curve and duration positions in these markets. In making decisions regarding credit investments, GMO uses fundamental investment techniques to assess the expected performance of each investment relative to the Fund's benchmark. The factors considered and investment methods used by GMO can change over time. In pursuing its investment program, the Fund may have positions in: derivatives, including without limitation, futures contracts, currency options, interest rate options, currency forwards, reverse repurchase agreements, credit default swaps, and other swap contracts (to generate a return comparable to the Fund's benchmark and to generate return in global interest rate, currency, and credit markets); non-U.S. bonds and other bonds denominated in various currencies, including non-U.S. and U.S. government bonds, asset-backed securities issued by non-U.S. governments and U.S. government agencies (whether or not guaranteed or insured by those governments), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO Debt Opportunities Fund (to provide exposure to global credit (particularly, asset-backed) markets); shares of GMO World Opportunity Overlay Fund (to provide exposure to the global interest rate, currency, and credit markets); shares of GMO Emerging Country Debt Fund (to provide exposure to emerging country debt securities); shares of GMO High Quality Short-Duration Bond Fund (to seek to generate a return in excess of that of the J.P. Morgan U.S. 3 Month Cash Index by investing in a wide variety of high quality U.S. and non-U.S. debt investments); and shares of GMO U.S. Treasury Fund and money market funds that are unaffiliated with GMO. As a result primarily of its investment in shares of GMO Debt Opportunities Fund, GMO World Opportunity Overlay Fund, and GMO Emerging Country Debt Fund, the Fund has and is expected to continue to have material exposure to U.S. asset-backed and emerging country debt securities that are below investment grade (commonly referred to as "junk bonds"). GMO normally seeks to maintain the Fund's estimated interest rate duration within +/– 2 years of the benchmark's duration (approximately 7.7 years as of 5/31/14). Under normal circumstances, the Fund invests directly and indirectly (e.g., through other GMO Funds or derivatives) at least 80% of its assets in bonds. The term "bond" includes (i) obligations of an issuer to make payments of principal and/or interest (whether fixed or variable) on future dates and (ii) synthetic debt instruments created by GMO by using derivatives (e.g., a futures contract, swap contract, currency forward, or option). The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund will typically have gross investment exposures in excess of its net assets (i.e., the Fund will be leveraged) and therefore is subject to heightened risk of loss. The Fund's performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

Fund Name and Benchmark

Investment Goals/Strategy

GMO U.S. Treasury Fund
Citigroup 3-Month Treasury Bill Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO World Opportunity Overlay Fund
J.P. Morgan U.S. 3 Month Cash Index

GMO Alternative Strategy and Implementation Funds

Fund Name and Benchmark

Investment Goals/Strategy

GMO Alpha Only Fund
Citigroup 3-Month Treasury Bill Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Implementation Fund
N/A

Fund Name and Benchmark

Investment Goals/Strategy

GMO Risk Premium Fund
MSCI World Index

Fund Name and Benchmark

Investment Goals/Strategy

GMO Special Opportunities Fund
N/A

Fund Name and Benchmark

Investment Goals/Strategy

GMO Systematic Global Macro Opportunity Fund
Citigroup 3-Month Treasury Bill Index

Additional Expense and Performance Information

Barclays U.S. Treasury Inflation Notes: 1-10 Year Index	The Barclays U.S. Treasury Inflation Notes: 1-10 Year Index is an independently maintained and widely published index comprised of inflationprotected securities issued by the U.S. Treasury having a maturity of 1-10 years.
Consumer Price Index	The Consumer Price Index for All Urban Consumers U.S. is published monthly by the U.S. Government as an indicator of changes in price levels (or inflation) paid by urban consumers for a representative basket of goods and services.
MSCI World Index¹	The MSCI World Index (MSCI Standard Index Series) is an independently maintained and widely published index comprised of global developed markets. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.

Financial Highlights

Absolute Return Fund

For a share outstanding throughout each period.

		Year ended April 30,		Year ended September 30,
Institutional Class	2014¹		2013²
Net asset value, beginning of period	$	10.99	$	10.18
Net investment income		0.12		0.14³
Net realized and unrealized gains (losses) on investments		0.52		0.71
Total from investment operations		0.64		0.85
Distributions to shareholders from
Net investment income		(0.19)		(0.04)
Net realized gains		(0.00)⁴		0.00
Total distributions to shareholders		(0.19)		(0.04)
Net asset value, end of period	$	11.44	$	10.99
Total return⁵		5.93%		8.41%
Ratios to average net assets (annualized)
Gross expenses⁶		0.29%		0.30%
Net expenses⁶		0.29%		0.30%
Net investment income		1.84%		1.56%
Supplemental data
Portfolio turnover rate		0%		0%
Net assets, end of period (000s omitted)	$	2,180,627	$	982,490

1	For the seven months ended April 30, 2014. The Fund changed its fiscal year end from September 30 to April 30, effective April 30, 2014.

2	For the period from November 30, 2012 (commencement of class operations) to September 30, 2013

3	Calculated based upon average shares outstanding

4	Amount is less than $0.005.

5	Returns for periods of less than one year are not annualized.

6	Ratios do not include the expenses of GMO Benchmark-Free Allocation Fund, Class MF which were as follows: Year ended April 30, 2014¹ 0.54% Year ended September 30, 2013² 0.50%

D94AFIT/P504D 9-14
ICA Reg. No. 811-09253

WELLS FARGO FUNDS TRUST
PART B
WELLS FARGO ADVANTAGE ALLOCATION FUNDS
STATEMENT OF ADDITIONAL INFORMATION

Statement of Additional Information

September 1, 2014

Wells Fargo Advantage Funds

Allocation Funds

Absolute Return Fund

Class A - WARAX; Class C - WARCX; Administrator Class - WARDX; Institutional Class - WABIX

Wells Fargo Funds Trust (the "Trust") is an open-end, management investment company. This Statement of Additional Information ("SAI") contains additional information about a series of the Trust in the Wells Fargo Advantage family of funds - the above referenced Fund (the "Fund"). The Fund is considered diversified under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund offers certain classes of shares as indicated above. This SAI relates to all such classes of shares.

This SAI is not a prospectus and should be read in conjunction with the Fund's Prospectuses (the "Prospectuses") dated September 1, 2014. The audited financial statements for the Fund, which include the portfolios of investments and report of the independent registered public accounting firm for the fiscal period ended April 30, 2014, are hereby incorporated by reference to the Fund's Annual Report. The Prospectuses may be obtained free of charge by visiting our Web site at wellsfargoadvantagefunds.com, calling 1-800-222-8222 or writing to Wells Fargo Advantage Funds®, P.O. Box 8266, Boston, MA 02266-8266.

ALOS4/FASAI16 9-14

Table of Contents

Historical Fund Information
Fundamental Investment Policies	2
Non-Fundamental Investment Policies	3
Fund Structure and Underlying Funds	4
Management
General	7
Adviser and Administrator	14
Portfolio Managers	16
Distributor	18
Shareholder Servicing Agent	19
Custodian and Fund Accountant	20
Transfer and Distribution Disbursing Agent	20
Underwriting Commissions	20
Code of Ethics	20
Determination of Net Asset Value	21
Additional Purchase and Redemption Information	21
Portfolio Transactions	27
Fund Expenses	27
U.S. Federal Income Taxes	28
Proxy Voting Policies and Procedures	40
Policies and Procedures for Disclosure of Fund Portfolio Holdings	42
Capital Stock	45
Other Information	48
Independent Registered Public Accounting Firm	48
Financial Information	48
Credit Ratings	48

HISTORICAL FUND INFORMATION

On March 25, 1999, the Board of Trustees of Norwest Advantage Funds ("Norwest"), the Board of Directors of Stagecoach Funds, Inc. ("Stagecoach") and the Board of Trustees of the Trust (the "Board") approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities of various predecessor Norwest and Stagecoach portfolios to certain Funds of the Trust (the "Reorganization"). Prior to November 5, 1999, the effective date of the Reorganization, the Trust had only nominal assets.

On December 16, 2002, the Boards of Trustees of The Montgomery Funds and The Montgomery Funds II ("Montgomery") approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities of various predecessor Montgomery portfolios into various Funds of the Trust. The effective date of the reorganization was June 9, 2003.

On February 3, 2004, the Board and on February 18, 2004, the Board of Trustees of The Advisors' Inner Circle Fund ("AIC Trust") approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities of various predecessor AIC Trust portfolios into various Funds of the Trust. The effective date of the reorganization was July 26, 2004.

In August and September 2004, the Boards of Directors of the Strong family of funds ("Strong") and the Board approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities of various predecessor Strong mutual funds into various Funds of the Trust. The effective date of the reorganization was April 8, 2005.

On December 30, 2009, the Board of Trustees of Evergreen Funds ("Evergreen") and on January 11, 2010 the Board approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities of various predecessor Evergreen portfolios and Wells Fargo Advantage Funds portfolios to certain Funds of the Trust. The effective date of the reorganization was July 12, 2010 for certain Evergreen Funds and July 19, 2010 for the remainder of the Evergreen Funds.

The Absolute Return Fund commenced operations on March 1, 2012.

Fundamental Investment Policies

The Fund has adopted the following fundamental investment policies; that is, they may not be changed without approval by the holders of a majority (as defined under the 1940 Act) of the outstanding voting securities of the Fund. The Fund may not:

(1) purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of the Fund's investments in that industry would equal or exceed 25% of the current value of the Fund's total assets, provided that this restriction does not limit the Fund's: (i) investments in securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or (iii) investments in repurchase agreements.

(2) purchase securities of any issuer if, as a result, with respect to 75% of a Fund's total assets, more than 5% of the value of its total assets would be invested in the securities of any one issuer or the Fund's ownership would be more than 10% of the outstanding voting securities of such issuer, provided that this restriction does not limit a Fund's investments in securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or investments in securities of other investment companies;

(3) borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders obtained thereunder;

(4) issue senior securities, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders obtained thereunder;

(5) make loans to other parties if, as a result, the aggregate value of such loans would exceed one-third of a Fund's total assets. For the purposes of this limitation, entering into repurchase agreements, lending securities and acquiring any debt securities are not deemed to be the making of loans;

(6) underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with a Fund's investment program may be deemed to be an underwriting;

(7) purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business);

(8) purchase or sell commodities, provided that (i) currency will not be deemed to be a commodity for purposes of this restriction, (ii) this restriction does not limit the purchase or sale of futures contracts, forward contracts or options, and (iii) this restriction does not limit the purchase or sale of securities or other instruments backed by commodities or the purchase or sale of commodities acquired as a result of ownership of securities or other instruments.

Non-Fundamental Investment Policies

The Fund has adopted the following non-fundamental policies; that is, they may be changed by the Trustees at any time without approval of the Fund's shareholders.

(1) The Fund may invest in shares of other investment companies to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders obtained thereunder, provided however, that no Fund that has knowledge that its shares are purchased by another investment company investor pursuant to Section 12(d)(1)(G) of the 1940 Act will acquire any securities of registered open-end management investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

(2) The Fund may not invest or hold more than 15% of the Fund's net assets in illiquid securities. For this purpose, illiquid securities include, among others, (a) securities that are illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale, (b) fixed time deposits that are subject to withdrawal penalties and that have maturities of more than seven days, and (c) repurchase agreements not terminable within seven days.

(3) The Fund may lend securities from its portfolio to approved brokers, dealers and financial institutions, to the extent permitted under the 1940 Act, including the rules, regulations and exemptions thereunder, which currently limit such activities to one-third of the value of the Fund's total assets (including the value of the collateral received). Any such loans of portfolio securities will be fully collateralized based on values that are marked-to-market daily.

(4) The Fund may not make investments for the purpose of exercising control or management, provided that this restriction does not limit the Fund's investments in securities of other investment companies or investments in entities created under the laws of foreign countries to facilitate investment in securities of that country.

(5) The Fund may not purchase securities on margin (except for short-term credits necessary for the clearance of transactions).

(6) The Fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short (short sales "against the box"), and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

Further Explanation of Investment Policies

Notwithstanding the foregoing policies, any other investment companies in which the Fund may invest have adopted their own investment policies, which may be more or less restrictive than those listed above, thereby allowing the Fund to participate in certain investment strategies indirectly that are prohibited under the fundamental and non-fundamental investment policies listed above.

With respect to repurchase agreements, the Fund invests only in repurchase agreements that are fully collateralized by securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities. For purposes of the Fund's fundamental investment policy with respect to concentration, the Fund does not consider such repurchase agreements to constitute an industry or group of industries because the Fund chooses to look through such securities to the underlying collateral, which is itself excepted from the Fund's concentration policy.

The Fund has claimed an exclusion from the definition of "commodity pool operator" ("CPO") under the Commodity Exchange Act of 1936, as amended ("CEA") pursuant to Rule 4.5. The Fund's investment adviser (the "Adviser") is currently not subject to registration as a CPO with respect to the Fund. If the Fund is no longer able to rely on the exclusion, the Adviser would be required to register as a CPO with respect to the Fund with the Commodity Futures Trading Commission ("CFTC"), and therefore, be subject to regulation as a CPO under the CEA.

FUND STRUCTURE AND UNDERLYING FUNDS

The Fund invests substantially all of its investable assets in GMO Benchmark-Free Allocation Fund ("Benchmark-Free Allocation Fund"), an investment company managed by Grantham, Mayo, Van Otterloo & Co. LLC ("GMO"). Benchmark-Free Allocation Fund is a fund of funds that invests primarily in shares of other GMO-managed mutual funds ("underlying funds").

Below is a brief summary of each of the benchmarks (each, a "Benchmark") for the underlying funds (referred to in the following summaries as a "fund") that identify a Benchmark in their prospectus or private placement memorandum. The summaries are based solely on information provided in the prospectus, private placement memorandum or SAI of each underlying fund, as filed with the Securities and Exchange Commission. The summaries are qualified in their entirety by reference to the prospectus, SAI and/or private placement memorandum for each underlying fund.

BENCHMARKS

Index	Description	Fund(s)
Barclays U.S. Aggregate Index	Independently maintained and widely published index comprised of U.S. fixed rate debt issues having a maturity of at least one year and rated investment grade or higher.	GMO Core Plus Bond Fund
Citigroup 3-Month Treasury Bill Index	Independently maintained and widely published index comprised of short-term U.S. Treasury bills.	GMO Asset Allocation Bond Fund; GMO U.S. Treasury Fund; GMO Alpha Only Fund; GMO Systematic Global Macro Opportunity Fund
J.P. Morgan EMBI Global	Independently maintained and widely published index comprised of U.S. dollar-denominated Eurobonds, traded loans, and legacy Brady bonds issued by sovereign and quasi-sovereign entities.	GMO Emerging Country Debt Fund
J.P. Morgan GBI Global	Independently maintained and widely published index comprised of government bonds of developed countries with maturities of one year or more.	GMO Global Bond Fund
J.P. Morgan GBI Global ex Japan ex U.S. (Hedged)	Independently maintained and widely published index comprised of non-U.S. government bonds (excluding Japanese government bonds) with maturities of one year or more that are hedged into U.S. dollars.	GMO Currency Hedged International Bond Fund
J.P. Morgan GBI Global ex U.S.	Independently maintained and widely published index comprised of non-U.S. government bonds with maturities of one year or more.	GMO International Bond Fund
J.P. Morgan U.S. 3 Month Cash Index	Independently maintained and widely published index comprised of three month U.S. dollar Euro-deposits.	GMO Debt Opportunities Fund; GMO World Opportunity Overlay Fund; GMO High Quality Short-Duration Bond Fund
MSCI ACWI Commodity Producers	Independently maintained and widely published index comprised of listed large and mid capitalization commodity producers within the global developed and emerging markets. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.	GMO Resources Fund
MSCI EAFE Index	Independently maintained and widely published index comprised of international large and mid capitalization stocks. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.	GMO International Equity Fund; GMO International Large/Mid Cap Equity Fund
MSCI EAFE Small Cap Index	Independently maintained and widely published index comprised of international small capitalization stocks. Depending upon the country, as of May 31, 2014, the market capitalization of the largest company (in a particular country) included in the MSCI EAFE Small Cap Index ranged from approximately $1.5 billion (Israel) to $12.0 billion (Denmark). MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.	GMO International Small Companies Fund
MSCI Emerging Markets Index	Independently maintained and widely published index comprised of global emerging markets large and mid capitalization stocks. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.	GMO Emerging Domestic Opportunities Fund
MSCI World Index	Independently maintained and widely published index comprised of global developed markets. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder.	GMO Risk Premium Fund
S&P 500 Index	Independently maintained and widely published index comprised of U.S. large capitalization stocks. S&P does not guarantee the accuracy, adequacy, completeness or availability of any data or information and is not responsible for any errors or omissions from the use of such data or information. Reproduction of the data or information in any form is prohibited except with the prior written permission of S&P or its third party licensors.	GMO U.S. Equity Allocation Fund; GMO Quality Fund
S&P/IFCI Composite Index	Independently maintained and widely published index comprised of emerging markets stocks. S&P does not guarantee the accuracy, adequacy, completeness or availability of any data or information and is not responsible for any errors or omissions from the use of such data or information. Reproduction of the data or information in any form is prohibited except with the prior written permission of S&P or its third party licensors.	GMO Emerging Countries Fund; GMO Emerging Markets Fund

Notwithstanding its Benchmark, an underlying fund may buy securities not included in its Benchmark or hold securities in very different proportions than its Benchmark. In addition, GMO may change an underlying fund's Benchmark and use additional benchmarks or other comparative indices from time to time.

MANAGEMENT

The following information supplements, and should be read in conjunction with, the section in each Prospectus entitled "Organization and Management of the Fund."

General

The following table provides basic information about the Trustees and Officers of the Trust. Unless otherwise indicated, each of the Trustees and Officers listed below acts in identical capacities for the Wells Fargo Advantage family of funds which consists of, as of April 30, 2014, 133 series comprising the Trust, Wells Fargo Variable Trust, Wells Fargo Master Trust and four closed-end funds (collectively the "Fund Complex" or the "Trusts"). The business address of each Trustee and Officer is 525 Market Street, 12th Floor, San Francisco, CA 94105. Each Trustee and Officer serves an indefinite term, with the Trustees subject to retirement from service as required pursuant to the Trust's retirement policy at the end of the calendar year in which a Trustee turns 75.

Information for Trustees, all of whom are not "interested" persons of the Trust, as that term is defined under the 1940 Act ("Independent Trustees"), appears below. In addition to the Officers listed below, the Fund has appointed an Anti-Money Laundering Compliance Officer.

Name and Year of Birth	Position Held with Registrant/Length of Service¹	Principal Occupation(s) During Past 5 Years	Other Public Company or Investment Company Directorships During Past 5 Years
		INDEPENDENT TRUSTEES
Peter G. Gordon (Born 1942)	Trustee, since 1998, Chairman since 2005	Co-Founder, Retired Chairman, President and CEO of Crystal Geyser Water Company. Trustee Emeritus, Colby College.	Asset Allocation Trust
Isaiah Harris, Jr. (Born 1952)	Trustee, since 2009	Retired. Prior thereto, President and CEO of BellSouth Advertising and Publishing Corp. from 2005 to 2007, President and CEO of BellSouth Enterprises from 2004 to 2005 and President of BellSouth Consumer Services from 2000 to 2003. Emeritus member of the Iowa State University Foundation Board of Governors. Emeritus Member of the Advisory Board of Iowa State University School of Business. Advisory Board Member, Palm Harbor Academy (charter school). Mr. Harris is a certified public accountant.	CIGNA Corporation; Deluxe Corporation; Asset Allocation Trust
Judith M. Johnson (Born 1949)	Trustee, since 2008 Audit Committee Chairman, since 2008	Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from 1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant.	Asset Allocation Trust
Leroy Keith, Jr. (Born 1939)	Trustee, since 2010	Chairman, Bloc Global Services (development and construction). Trustee of the Evergreen Funds from 1983 to 2010. Former Managing Director, Almanac Capital Management (commodities firm), former Partner, Stonington Partners, Inc. (private equity fund), former Director, Obagi Medical Products Co. and former Director, Lincoln Educational Services.	Trustee, Virtus Fund Complex (consisting of 50 portfolios as of 12/16/13); Asset Allocation Trust
David F. Larcker (Born 1950)	Trustee, since 2009	James Irvin Miller Professor of Accounting at the Graduate School of Business, Stanford University, Morgan Stanley Director of the Center for Leadership Development and Research and Senior Faculty of The Rock Center for Corporate Governance since 2006. From 2005 to 2008, Professor of Accounting at the Graduate School of Business, Stanford University. Prior thereto, Ernst & Young Professor of Accounting at The Wharton School, University of Pennsylvania from 1985 to 2005.	Asset Allocation Trust
Olivia S. Mitchell (Born 1953)	Trustee, since 2006	International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993. Director of Wharton's Pension Research Council and Boettner Center on Pensions & Retirement Research, and Research Associate at the National Bureau of Economic Research. Previously, Cornell University Professor from 1978 to 1993.	Asset Allocation Trust
Timothy J. Penny (Born 1951)	Trustee, since 1996	President and CEO of Southern Minnesota Initiative Foundation, a non-profit organization, since 2007 and Senior Fellow at the Humphrey Institute Policy Forum at the University of Minnesota since 1995. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007.	Asset Allocation Trust
Michael S. Scofield (Born 1943)	Trustee, since 2010	Served on the Investment Company Institute's Board of Governors and Executive Committee from 2008-2011 as well the Governing Council of the Independent Directors Council from 2006-2011 and the Independent Directors Council Executive Committee from 2008-2011. Chairman of the IDC from 2008-2010. Institutional Investor (Fund Directions) Trustee of Year in 2007. Trustee of the Evergreen Funds (and its predecessors) from 1984 to 2010. Chairman of the Evergreen Funds from 2000-2010. Former Trustee of the Mentor Funds. Retired Attorney, Law Offices of Michael S. Scofield.	Asset Allocation Trust
Donald C. Willeke (Born 1940)	Trustee, since 1996	Principal of the law firm of Willeke & Daniels. General Counsel of the Minneapolis Employees Retirement Fund from 1984 until its consolidation into the Minnesota Public Employees Retirement Association on June 30, 2010. Director and Vice Chair of The Tree Trust (non-profit corporation). Director of the American Chestnut Foundation (non-profit corporation).	Asset Allocation Trust

1	Length of service dates reflect the Trustee's commencement of service with the Trust's predecessor entities, where applicable.

Name and Year of Birth	Position Held with Registrant/Length of Service	Principal Occupation(s) During Past 5 Years
		OFFICERS
Karla M. Rabusch (Born 1959)	President, since 2003	Executive Vice President of Wells Fargo Bank, N.A. and President of Wells Fargo Funds Management, LLC since 2003.
Jeremy DePalma¹ (Born 1974)	Treasurer, since 2012; Assistant Treasurer, since 2009	Senior Vice President of Wells Fargo Funds Management, LLC since 2009. Senior Vice President of Evergreen Investment Management Company, LLC from 2008 to 2010. Vice President, Evergreen Investment Services, Inc. from 2004 to 2007. Head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010.
Nancy Wiser² (Born 1967)	Treasurer, since 2012	Executive Vice President of Wells Fargo Funds Management, LLC since 2011. Chief Operating Officer and Chief Compliance Officer at LightBox Capital Management LLC, from 2008 to 2011. Owned and operated a consulting business providing services to various hedge funds including acting as Chief Operating Officer and Chief Compliance Officer for a hedge fund from 2007 to 2008. Chief Operating Officer and Chief Compliance Officer of GMN Capital LLC from 2006 to 2007.
C. David Messman (Born 1960)	Secretary, since 2000; Chief Legal Officer, since 2003	Senior Vice President and Secretary of Wells Fargo Funds Management, LLC since 2001. Vice President and Managing Counsel of Wells Fargo Bank, N.A. from 1996 to 2013. Vice President and Assistant General Counsel of Wells Fargo Bank, N.A. since 2013.
Debra Ann Early (Born 1964)	Chief Compliance Officer, since 2007	Senior Vice President and Chief Compliance Officer of Wells Fargo Funds Management, LLC since 2007. Chief Compliance Officer of Parnassus Investments from 2005 to 2007. Chief Financial Officer of Parnassus Investments from 2004 to 2007.
David Berardi (Born 1975)	Assistant Treasurer, since 2009	Vice President of Wells Fargo Funds Management, LLC since 2009. Vice President of Evergreen Investment Management Company, LLC from 2008 to 2010. Assistant Vice President of Evergreen Investment Services, Inc. from 2004 to 2008. Manager of Fund Reporting and Control for Evergreen Investment Management Company, LLC from 2004 to 2010.

1	Currently serves as Treasurer to the Allocation Funds, Alternative Funds, Dow Jones Target Date Funds, International Equity Funds, Large Cap Stock Funds, WealthBuilder Portfolios and the International Value Fund. Also serves as Assistant Treasurer for the remaining series of the Trust.

2	Currently serves as Treasurer to the CoreBuilder Shares, Equity Gateway Funds (except International Value Fund), Income Funds, Money Market Funds, Municipal Income Funds, Small to Mid Cap Stock Funds and Specialty Funds.

The Trust's Declaration of Trust, as amended and restated from time to time (the "Declaration of Trust"), does not set forth any specific qualifications to serve as a Trustee other than that no person shall stand for initial election or appointment as a Trustee if such person has already reached the age of 72. The Charter and the Statement of Governance Principles of the Governance Committee also do not set forth any specific qualifications, but do set forth certain factors that the Governance Committee may take into account in considering Trustee candidates and a process for evaluating potential conflicts of interest, which identifies certain disqualifying conflicts. All of the current Trustees are Independent Trustees. Among the attributes or skills common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, Wells Fargo Funds Management, LLC ("Funds Management" of the "Adviser"), sub-advisers, other service providers, counsel and the independent registered public accounting firm, and to exercise effective and independent business judgment in the performance of their duties as Trustees. Each Trustee's ability to perform his or her duties effectively has been attained through the Trustee's business, consulting, public service, professional and/or academic positions and through experience from service as a board member of the Trust and the other Trusts in the Fund Complex (and/or in other capacities, including for any predecessor funds), other registered investment companies, public companies, or non-profit entities or other organizations as set forth below. 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.

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

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 also has been a director of Deluxe Corporation since 2003. 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.

Leroy Keith, Jr. Mr. Keith has served as a Trustee of the Trusts in the Fund Complex since 2010. He has also served as a Trustee of Asset Allocation Trust since 2005. He previously served as a Trustee of the Evergreen fund complex from 1983 to 2010. He is a Trustee of the Virtus fund complex, Former Managing Director of Almanac Capital Management, Former Director of Diversapack Co., Former Partner of Stonington Partners, Inc. and Former Director of Obagi Medical Products, Inc. He is also Chairman of Bloc Global Services, a development and constructions firm.

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. He has also served as a Trustee of Asset Allocation Trust since 2010. He has been President and CEO 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.

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

Donald C. Willeke. Mr. Willeke has been a Trustee of the Trusts in the Fund Complex and their predecessor funds since 1996. He has also served as a Trustee of Asset Allocation Trust since 2010. He is an attorney in private practice and served as General Counsel of the Minneapolis Employees Retirement Fund for more than 25 years.

Board of Trustees - Leadership Structure and Oversight Responsibilities
Overall responsibility for oversight of the Trust and the Fund rests with the Board of Trustees. The Board has engaged Funds Management to manage the Fund 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 Fund's charter. The Board is currently composed of nine members, each of whom is an Independent Trustee. The Board currently conducts regular 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 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 in maintaining effective communications with the other Trustees and Funds Management, the Board has appointed a Chair Liaison to work with the Chairman to coordinate Trustee communications and to assure timely responses to Trustee inquiries, board governance and fiduciary matters. The Chair Liaison serves for a one-year term, which may be extended with the approval of the Board. Except for any duties specified herein or pursuant to the Trust's charter document, the designation of Chairman or 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 a Governance Committee, an Audit Committee and a Dividend Committee to assist the Board in the oversight and direction of the business and affairs of the Trust, and from time to time may establish informal working groups to review and address the policies and practices of the Trust with respect to certain specified matters. Additionally, the Board has established investment teams to review in detail the performance of the Fund, in light of the Fund's investment objectives and strategies, to meet with portfolio managers, and to report back to the full Board. The Board occasionally engages independent consultants to assist it in evaluating initiatives or proposals. The Board believes that the Board's current leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees of Trustees and the full Board in a manner that enhances effective oversight. The leadership structure of the Board may be changed, at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Trust.

The Fund and Trust are subject to a number of risks, including investment, compliance, operational, and valuation risks, among others. Day-to-day risk management functions are subsumed within the responsibilities of Funds Management, the subadvisers and other service providers (depending on the nature of the risk), who carry out the Fund's investment management and business affairs. Each of Funds Management, the sub-advisers and other service providers have their own, independent interest in 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 Fund and 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. As part of its regular oversight of the Trusts, the Board, directly or through a Committee, interacts with and reviews reports from, among others, Funds Management, subadvisers, the Chief Compliance Officer of the Funds, the independent registered public accounting firm for the Funds, and internal auditors for Funds Management or its affiliates, as appropriate, regarding risks faced by the Fund and relevant risk functions. The Board, with the assistance of its investment teams, reviews investment policies and risks in connection with its review of the Funds' performance. 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. 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 of Funds Management, has approved and periodically reviews valuation policies and procedures applicable to valuing the Fund shares 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.

Committees.

As noted above, the Board has established a standing Governance Committee, a standing Audit Committee, a standing Valuation Committee and a standing Dividend Committee to assist the Board in the oversight and direction of the business and affairs of the Trust. Each such Committee operates pursuant to a charter approved by the Board and is chaired by an Independent Trustee. Each Independent Trustee is a member of the Trust's Governance Committee, Audit Committee and Valuation Committee.

(1) Governance Committee. Whenever a vacancy occurs on the Board, the Governance Committee is responsible for recommending to the Board persons to be appointed as Trustees by the Board, and persons to be nominated for election as Trustees in circumstances where a shareholder vote is required by or under the 1940 Act. Generally, the Governance Committee selects the candidates for consideration to fill Trustee vacancies, or considers candidates recommended by the other Trustees or by the Trust's management. Pursuant to the Trust's charter document, only Independent Trustees may nominate and select persons to become Independent Trustees for the Trust, so long as the Trust has in effect one or more plans pursuant to Rule 12b-1 under the 1940 Act. The Governance Committee meets only as necessary and met three times during the Fund's most recently completed fiscal year. 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 the Trusts' Governance Committee Charter. The shareholder must submit any such recommendation (a "Shareholder Recommendation") in writing to the Trust, to the attention of the Trust's Secretary, at the address of the principal executive offices of the Trust. The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than forty-five calendar days nor more than seventy-five calendar days prior to the date of the Governance Committee meeting at which the nominee would be considered. The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address, and nationality of the person recommended by the shareholder (the "candidate"), (B) the series (and, if applicable, class) and number of all shares of the Trust owned of record or beneficially by the candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e), and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted by the SEC (or the corresponding provisions of any regulation or rule subsequently adopted by the SEC or any successor agency applicable to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be an "interested person" of the Trust (as defined in the 1940 Act) and, if not an "interested person," 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 nominees 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.

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 ("Advisory Trustees"). An individual may be eligible to serve as an Advisory Trustee only if that individual meets the requirements to be a "non-interested" Trustee under the 1940 Act and does not otherwise serve the Trust in any other capacity. Any Advisory Trustee shall serve at the pleasure of the Board and may be removed, at any time, with or without cause, by the Board. An Advisory Trustee may be nominated and elected as a Trustee, at which time he or she shall cease to be an Advisory Trustee. Advisory Trustees shall perform solely advisory functions. Unless otherwise specified by the Committee or the Board, Advisory Trustees are invited to attend meetings of the Board and all committees of the Board. Advisory Trustees shall participate in meeting discussions but do not have a vote upon any matter presented to the Board or any committee of the Board, nor do they have any power or authority to act on behalf of or to bind the Board, any committee of the Board or the Trust. Advisory Trustees shall not have any responsibilities or be subject to any liabilities imposed upon Trustees by law or otherwise. Advisory Trustees shall be entitled, to the maximum extent permitted by law, to be indemnified by the Trust and shall be covered by any liability insurance coverage that extends to Trustees and officers of the Trust. Advisory Trustees shall be paid the same meeting fees payable to Trustees and shall have their expenses reimbursed in accordance with existing Board expense reimbursement policies. Advisory Trustees shall not receive any retainer fees.

(2) Audit Committee. The Audit Committee oversees the Funds' accounting and financial reporting policies and practices, reviews the results of the annual audits of the Funds' financial statements, and interacts with the Funds' independent registered public accounting firm on behalf of the full Board. The Audit Committee operates pursuant to a separate charter, and met seven times during the Fund's most recently completed fiscal year. Judith M. Johnson serves as the chairperson of the Audit Committee.

(3) Valuation Committee. The Board has delegated to the Valuation Committee the authority to take any necessary or appropriate action and address any issues regarding the valuation of Fund portfolio securities under the Trust's valuation procedures, including determining the fair value of securities between Board regularly scheduled 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 by the Valuation Committee or the Management Valuation Team during the previous quarter that require ratification. Any one member of the Valuation Committee may constitute a quorum for a meeting of the committee. The Valuation Committee did not meet during the Fund's most recently completed fiscal year.

(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 also has delegated to the Management Open-End Dividend Committee the authority to determine periodic dividend amounts subject to certain Board-approved thresholds ("Thresholds") to be paid by each of the Emerging Markets Equity Income Fund, Emerging Markets Local Bond Fund, International Bond Fund, Inflation-Protected Bond Fund and Strategic Income Fund. To the extent the Management Open-End Dividend Committee makes a dividend amount determination that does not comply with the Thresholds, the Dividend Committee must review and approve, as it deems appropriate, such determination. The Dividend Committee is composed of three Independent Trustees and did not meet during the Fund's most recently completed fiscal year.

Compensation. The Trustees do not receive any retirement benefits or deferred compensation from the Trust or any other member of the Fund Complex. The Trust's Officers are not compensated by the Trust for their services. For the year ending April 30, 2014, the Trustees received the following compensation:

Trustee Compensation
Trustee	Aggregate Compensation From the Fund	Total Compensation from the Fund Complex¹
Peter G. Gordon	$2,259	$300,500
Isaiah Harris, Jr.	$1,846	$245,500
Judith M. Johnson	$2,147	$285,500
Dr. Leroy Keith, Jr.	$1,921	$255,500
David F. Larcker	$1,910	$254,000
Olivia S. Mitchell	$1,921	$255,500
Timothy J. Penny	$1,966	$261,500
Michael S. Scofield	$1,921	$255,500
Donald C. Willeke	$1,921	$255,500

1	As of April 30, 2014, the Wells Fargo Advantage Funds fund complex consisted of 133 funds.

Beneficial Equity Ownership Information. As of the calendar year ended December 31, 2013, the Trustees and Officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of the Trust. The table below shows for each Trustee, the dollar value of the Fund equity securities beneficially owned by the Trustee, and the aggregate value of all investments in equity securities of the Fund Complex, stated as one of the following ranges: $0; $1-$10,000; $10,001- $50,000; $50,001-$100,000; and over $100,000.

Independent Trustees
Trustee	Fund	Dollar Range of Investment in Fund	Aggregate Dollar Range of Equity Securities of Fund Complex
Peter G. Gordon	Absolute Return Fund	$0	Over $100,000
Isaiah Harris, Jr.	Absolute Return Fund	$0	Over $100,000
Judith M. Johnson	Absolute Return Fund	Over $100,000	Over $100,000
Leroy Keith. Jr.	Absolute Return Fund	$0	Over $100,000
David F. Larcker	Absolute Return Fund	$0	Over $100,000
Olivia S. Mitchell	Absolute Return Fund	$0	Over $100,000
Timothy J. Penny	Absolute Return Fund	$0	Over $100,000
Michael S. Scofield	Absolute Return Fund	$0	Over $100,000
Donald C. Willeke	Absolute Return Fund	$0	Over $100,000

Ownership of Securities of Certain Entities. As of the calendar year ended December 31, 2013, none of the Independent Trustees and/or their immediate family members owned securities of the adviser, any sub-advisers, or the distributor, or any entity directly or indirectly controlling, controlled by, or under common control with the adviser, any sub-advisers, or the distributor.

Adviser and Administrator

Wells Fargo Funds Management, LLC ("Funds Management"), an indirect wholly owned subsidiary of Wells Fargo & Company and an affiliate of Wells Fargo Bank, is the investment adviser and administrator for the Fund, which invests substantially all of its investable assets in Benchmark-Free Allocation Fund. In its role as investment adviser, Funds Management is responsible for implementing the investment policies and guidelines for the Fund and for the day-to-day portfolio management of the Fund. In addition, Funds Management, among other things, prepares, negotiates and administers contracts on behalf of the Fund with various service providers, examines (at least quarterly) the investment strategy and performance of Benchmark-Free Allocation Fund with senior GMO representatives, conducts quarterly investment management reviews, provides periodic reports to the Fund's Board about the Fund's investment performance (as well as that of Benchmark-Free Allocation Fund and the underlying funds in which Benchmark-Free Allocation Fund invests), prepares shareholder reports, prospectuses and other documents required to be filed by the Fund and monitors compliance matters pertaining to GMO and Benchmark-Free Allocation Fund's structure. In its role as Administrator, Funds Management provides Fund-level administrative services, which include, among other things: (i) general supervision of the Fund's operations; (ii) development and implementation of procedures for monitoring compliance with regulatory requirements and compliance with the Fund's investment objectives, policies and restrictions; and (iii) any other Fund-level administrative services reasonably necessary for the operation of the Fund other than those services that are provided by the Fund's transfer agent, custodian, and fund accountant. Funds Management also furnishes office space and certain facilities required for conducting the Fund's business together with ordinary clerical and bookkeeping services.

GMO is the investment adviser to Benchmark-Free Allocation Fund and also serves as investment adviser to each of the underlying funds. GMO does not receive an advisory fee directly from the Fund. However, the Fund indirectly bears expenses of Benchmark-Free Allocation Fund and the underlying funds, which are managed by GMO, including a share of management and other fees paid to GMO.

Fund	Fee
Absolute Return Fund	First $1 billion	0.225%
	Next $4 billion	0.200%
	Next $5 billion	0.175%
	Over $10 billion	0.165%

Advisory Fees Paid. Below are the aggregate advisory and Fund-level administrative fees paid by the Fund and the aggregate advisory fees waived by the advisor for the last three fiscal years or periods.

Advisory Fees Paid
Fund/Fiscal Year or Period	Advisory Fees Paid		Advisory Fees Waived
April 30, 2014
Absolute Return Fund¹	$	9,295,205	$	0
September 30, 2013
Absolute Return Fund	$	7,322,303	$	0
September 30, 2012
Absolute Return Fund²	$	872,378	$	72,654

1	For the seven months ended April 30, 2014. Effective April 30, 2014, Absolute Return Fund changed its fiscal year end from September 30 to April 30.

2	For the period from March 1, 2012 (commencement of operations) to September 30, 2012.

General. The Fund's Advisory Agreement will continue in effect for more than two years from the effective date provided the continuance is approved annually (i) by the holders of a majority of the Fund's outstanding voting securities or by the Board and (ii) by a majority of the Trustees who are not parties to the Investment Management Agreement or "interested persons" (as defined under the 1940 Act) of any such party. The Fund's Investment Management Agreement may be terminated on 60 days written notice by either party and will terminate automatically if assigned.

Pursuant to a separate Administration Agreement, Funds Management also provides certain class-level administrative services, including, among others: (a) coordinating, supervising and paying the Fund's transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers; (b) coordinating the preparation and filing of registration statements, notices, shareholder reports and other information materials, including prospectuses, proxies and other shareholder communications for a class; (c) receiving and tabulating class-specific shareholder votes; (d) reviewing bills submitted to the Fund and, upon determining that a bill is appropriate, allocating amounts to the appropriate classes thereof and instructing the Fund's custodian to pay such bills; and (e) assembling and disseminating information concerning class performance, expenses, distributions and administration.

For providing such class-level administrative services, Funds Management is entitled to receive an annual fee at the rates indicated below, as a percentage of a class's average daily net assets:

	Class-Level Administrator Fee
Share Class	% of Average Daily Net Assets
Class A and Class C	0.26%
Administrator Class	0.10%
Institutional Class	0.08%

Administrative Fees Paid. For the fiscal period shown in the table below, the Funds paid the administrative fee indicated.

Administration Service Fees Paid
Fund/Fiscal Year or Period	Administrative Service Fees Paid
April 30, 2014
Absolute Return Fund¹	$	7,668,821
September 30, 2013
Absolute Return Fund	$	5,805,992
September 30, 2012
Absolute Return Fund²	$	724,366

1	For the seven months ended April 30, 2014. Effective April 30, 2014, Absolute Return Fund changed its fiscal year end from September 30 to April 30.

2	For the period from March 1, 2012 (commencement of operations) to September 30, 2012.

Portfolio Managers

The following information supplements, and should be read in conjunction with, the section in each Prospectus entitled "Portfolio Manager." The information in this section is provided as of April 30, 2014 for the Fund managed by the portfolio managers listed below (the "Portfolio Managers").

The Fund invests substantially all of its investable assets directly in Benchmark-Free Allocation Fund. GMO is the investment adviser to Benchmark-Free Allocation Fund. Day-to-day management of Benchmark-Free Allocation Fund is the responsibility of GMO's Asset Allocation Team (the "Team"). The Team's members work collaboratively to manage Benchmark Free Allocation Fund's portfolio, and no one person is primarily responsible for day-to-day management of Benchmark-Free Allocation Fund.

The Portfolio Managers manage the investment activities of the Fund on a day-to-day basis as follows.

Fund	Portfolio Manager
Absolute Return Fund	Ben Inker, CFA and Sam Wilderman, CFA¹

Management of Other Accounts. The following table(s) provide information relating to other accounts managed by the Portfolio Manager(s). The table(s) do not include the Fund or any personal brokerage accounts of the Portfolio Manager(s) and their families.

Portfolio Manager
Ben Inker, CFA	Registered Investment Companies Managed (including other non-GMO mutual fund subadvisory relationships)
	Number of Accounts		25
	Total Assets Managed	$	24.73B
	Number of Accounts Subject to Performance Fee		0
	Assets of Accounts Subject to Performance Fee	$	0
	Other Pooled Investment Vehicles Managed (world-wide)
	Number of Accounts		11
	Total Assets Managed	$	5.95B
	Number of Accounts Subject to Performance Fee		0
	Assets of Accounts Subject to Performance Fee	$	0
	Other Accounts Managed (world-wide)
	Number of Accounts		201
	Total Assets Managed	$	19.78B
	Number of Accounts Subject to Performance Fee		155
	Assets of Accounts Subject to Performance Fee	$	14.96B

Portfolio Manager
Sam Wilderman, CFA	Registered Investment Companies Managed (including other non-GMO mutual fund subadvisory relationships)
	Number of Accounts		20
	Total Assets Managed	$	29.19B
	Number of Accounts Subject to Performance Fee		0
	Assets of Accounts Subject to Performance Fee	$	0
	Other Pooled Investment Vehicles Managed (world-wide)
	Number of Accounts		9
	Total Assets Managed	$	4.29B
	Number of Accounts Subject to Performance Fee		0
	Assets of Accounts Subject to Performance Fee	$	0
	Other Accounts Managed (world-wide)
	Number of Accounts		218
	Total Assets Managed	$	21.56B
	Number of Accounts Subject to Performance Fee		160
	Assets of Accounts Subject to Performance Fee	$	12.2B

Material Conflicts of Interest. The Portfolio Managers face inherent conflicts of interest in their day-to-day management of the Fund and other accounts because the Fund may have different investment objectives, strategies and risk profiles than the other accounts managed by the Portfolio Managers. For instance, to the extent that the Portfolio Managers manage accounts with different investment strategies than the Fund, they may from time to time be inclined to purchase securities, including initial public offerings, for one account but not for the Fund.

Because the Portfolio Managers manage other accounts, including accounts that pay higher fees or accounts that pay performance based fees, potential conflicts of interest exist, including potential conflicts between the investment strategy of Benchmark-Free Allocation Fund and the investment strategy of the other accounts managed by the Portfolio Managers and potential conflicts in the allocation of investment opportunities between Benchmark-Free Allocation Fund and such other accounts.

Compensation. Senior members of each team are generally members (partners) of GMO. As of April 30, 2014, the compensation of each senior member consisted of a fixed annual base salary and, possibly, an additional, discretionary, bonus related to the senior member's contribution to GMO's success and, in the case of partners, a partnership interest in the firm's profits. The compensation program does not disproportionately reward outperformance by higher-fee/performance-fee products. Base salary is determined by taking into account current industry norms and market data to ensure that GMO pays a competitive base salary. A discretionary bonus may be paid to recognize specific business contributions and to ensure that the total level of compensation is competitive with the market. The level of partnership interest is determined by taking into account the individual's contribution to GMO and its mission statement. Because each person's compensation is based on his or her individual performance, GMO does not have a typical percentage split among base salary, bonus and other compensation. A GMO partnership interest is the primary incentive for persons to maintain employment with GMO. GMO believes this is the best incentive to maintain stability of portfolio management personnel.

Beneficial Ownership in the Funds. The following table shows for each Portfolio Manager the dollar value of Fund equity securities beneficially owned by the Portfolio Manager, stated as one of the following ranges:

$0;
$1 - $10,000;
$10,001 - $50,000;
$50,001 - $100,000;
$100,001 - $500,000;
$500,001 - $1,000,000; and
over $1,000,000.

Portfolio Manager Fund Holdings¹
Portfolio Manager	Fund	Dollar Range of Holdings in Fund
Ben Inker, CFA	Absolute Return Fund Benchmark-Free Allocation Fund	$0 Over $1,000,000
Sam Wilderman, CFA	Absolute Return Fund Benchmark-Free Allocation Fund	$0 $500,001-$1,000,000

Distributor

Wells Fargo Funds Distributor, LLC (the "Distributor"), an affiliate of Funds Management located at 525 Market Street, San Francisco, California 94105, serves as the distributor to the Fund.

The Fund offers Class C shares and has adopted a distribution plan (the "Plan") under Section 12(b) of the 1940 Act and Rule 12b-1 thereunder (the "Rule") for such shares. The Plan was adopted by the Board, including a majority of the Trustees who were not "interested persons" (as defined under the 1940 Act) of the Fund and who had no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the "Non-Interested Trustees").

Under the Plan and pursuant to the related Distribution Agreement, the Class C shares of the Fund pay the Distributor, on a monthly basis, an annual fee of 0.75% of the average daily net assets attributable to the class as compensation for distribution-related services or as reimbursement for distribution-related expenses.

The actual fee payable to the Distributor by the Fund and classes is determined, within such limit, from time to time by mutual agreement between the Trust and the Distributor and will not exceed the maximum sales charges payable by mutual funds sold by members of the Financial Industry Regulatory Authority ("FINRA") under the Conduct Rules of the National Association of Securities Dealers. The Distributor's distribution-related revenues from the Plan may be more or less than distribution-related expenses incurred during the period. The Distributor may enter into selling agreements with one or more broker-dealers under which such broker-dealers may receive compensation for distribution-related services from the Distributor, including, but not limited to, commissions or other payments to such agents based on the average daily net assets of Fund shares attributable to their customers. The Trustees believe that these relationships and distribution channels provide potential for increased Fund assets and ultimately corresponding economic efficiencies (i.e., lower per-share transaction costs and fixed expenses) that are generated by increased assets under management. The Distributor may use the fees payable by such shares under the Plan to make payments to selling or servicing agents for past sales and distribution efforts, as well as for the provision of ongoing services to shareholders. In addition to payments received from the Fund, selling or servicing agents may receive significant additional payments directly from Funds Management in connection with the sale of Fund shares. The Distributor may retain any portion of the total distribution fee payable thereunder to compensate it for distribution-related services provided by it or to reimburse it for other distribution-related expenses.

For the fiscal period ended April 30, 2014, the Fund paid the Distributor the following fees for distribution-related services. The Distributor's distribution-related revenues from the Plan may be more or less than distribution-related expenses incurred during the period. As a result, the compensation paid to broker/dealers by the Distributor may exceed the compensation paid to the Distributor by the Fund.

Distribution Fees
Fund	Total Distribution Fee Paid by Fund	Compensation Paid to Distributor	Compensation to Broker/Dealers	Other
Absolute Return Fund
Class C	$5,814,151	$3,480,454	$2,333,697	$0

General. The Plan will continue in effect from year to year if such continuance is approved by a majority vote of both the Trustees of the Trust and the Non-Interested Trustees. Any Distribution Agreement related to the Plan also must be approved by such vote of the Trustees and the Non-Interested Trustees. Such agreement will terminate automatically if assigned, and may be terminated at any time, without payment of any penalty, by a vote of a majority of the outstanding voting securities of the relevant class of the Fund or by vote of a majority of the Non-Interested Trustees on not more than 60 days written notice. The Plan may not be amended to increase materially the amounts payable thereunder without the approval of a majority of the outstanding voting securities of the Fund, and no material amendment to the Plan may be made except by a majority of both the Trustees and the Independent Trustees.

The Plan provides that the Treasurer of the Trust shall provide to the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended (and purposes therefor) under the Plan. The Rule also requires that the selection and nomination of Trustees who are not "interested persons" of the Trust be made by such Non-Interested Trustees.

Shareholder Servicing Agent

The Fund has approved a Shareholder Servicing Plan and has entered into a related Shareholder Servicing Agreement with the Distributor and Funds Management. Under this agreement, the Distributor and Funds Management are authorized to perform services for customers, or to engage third parties to perform services for customers under Administrative and Shareholder Services Agreements. Under these agreements, third parties agree to perform, as agents for their customers, administrative services, with respect to Fund shares, which include aggregating and transmitting shareholder orders for purchases, exchanges and redemptions; maintaining shareholder accounts and records; and providing such other related services as the Trust or a shareholder may reasonably request. For providing these services, an agent is entitled to an annual fee from the applicable Fund of up to 0.25% of the average daily net assets of the Class A, Class C and Administrator Class shares owned of record or beneficially by the customers of the agent during the period for which payment is being made. The Shareholder Servicing Plan, related Shareholder Servicing Agreement, and form of Administrative and Shareholder Services Agreement were approved by the Trustees and provide that a Fund shall not be obligated to make any payments under such plans or related agreements that exceed the maximum amounts payable under the Conduct Rules enforced by FINRA.

General. The Shareholder Servicing Plan will continue in effect from year to year if such continuance is approved by a majority vote of the Trustees and the Independent Trustees. Any form of Shareholder Servicing Agreement related to the Shareholder Servicing Plan also must be approved by such vote of the Trustees and the Independent Trustees. Shareholder Servicing Agreements may be terminated at any time, without payment of any penalty, by a vote of a majority of the Board, including a majority of the Independent Trustees. No material amendment to the Shareholder Servicing Plan or related Shareholder Servicing Agreements may be made except by a majority of both the Trustees of the Trust and the Independent Trustees.

The Shareholder Servicing Plan requires that the Administrator of the Trust shall provide to the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended (and purposes therefore) under the Shareholder Servicing Plan.

Custodian and Fund Accountant

State Street Bank and Trust Company ("State Street"), located at State Street Financial Center, One Lincoln Street Boston, Massachusetts 02111, acts as Custodian and fund accountant for the Fund. As Custodian, State Street, among other things, maintains a custody account or accounts in the name of the Fund, handles the receipt and delivery of securities, selects and monitors foreign sub custodians as the Fund's global custody manager, determines income and collects interest on the Fund's investments and maintains certain books and records. As fund accountant, State Street is responsible for calculating the Fund's daily net asset value per share and for maintaining its portfolio and general accounting records. For its services, State Street is entitled to receive certain transaction fees, asset-based fees and out-of-pocket costs.

Transfer and Distribution Disbursing Agent

Boston Financial Data Services, Inc. ("BFDS"), located at Two Thousand Crown Colony Drive, Quincy, Massachusetts 02169, acts as transfer and distribution disbursing agent for the Fund. For providing such services, BFDS is entitled to receive fees from the Administrator.

Underwriting Commissions

The Distributor serves as the principal underwriter distributing securities of the Fund on a continuous basis.

For the fiscal periods listed below, the aggregate amounts of underwriting commissions paid to and retained by the Distributor are as follows:

Underwriting Commissions
Fund/Fiscal Year or Period	Aggregate Total Underwriting Commissions		Underwriting Commissions Retained
April 30, 2014
Absolute Return Fund¹	$	1,091,719	$	1,091,719
September 30, 2013
Absolute Return Fund	$	1,208,305	$	1,208,305
September 30, 2012
Absolute Return Fund²	$	483,224	$	483,224

1	For the seven months ended April 30, 2014. Effective April 30, 2014, Absolute Return Fund changed its fiscal year end from September 30 to April 30.

2	For the period from March 1, 2012 (commencement of operations) to September 30, 2012.

Code of Ethics

The Fund Complex, the Adviser and the Distributor each has adopted a code of ethics which contains policies on personal securities transactions by "access persons" as defined in each of the codes. These policies comply with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as applicable. Each code of ethics, among other things, permits access persons to invest in certain securities, subject to various restrictions and requirements. To facilitate enforcement, the codes of ethics generally require that an access person submit reports to a designated compliance person regarding personal securities transactions. The codes of ethics for the Fund Complex, the Adviser and the Distributor are on public file with, and are available from, the SEC.

GMO has also adopted a code of ethics pursuant to the requirements of the 1940 Act. Under the code of ethics, personnel are permitted to engage in personal securities transactions only in accordance with specified conditions relating to their position, the identity of the security, the timing of the transaction, and similar factors. Transactions in securities that may be purchased or held by Benchmark-Free Allocation Fund or an underlying fund are permitted, subject to compliance with the code. Personal securities transactions must be reported quarterly and broker confirmations must be provided for review.

DETERMINATION OF NET ASSET VALUE

The NAV per share for the Fund is determined as of the close of regular trading (generally 4:00 p.m. (Eastern time)) on each day the New York Stock Exchange ("NYSE") is open for business. Expenses and fees, including advisory fees, are accrued daily and are taken into account for the purpose of determining the NAV of the Fund's shares.

The Fund's investments are generally valued at current market prices. Securities are generally valued based on the last sales price during the regular trading session if the security trades on an exchange ("closing price"). Securities that are not traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service. Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price ("NOCP"), and if no NOCP is available, then at the last reported sales price. The Fund is required to depart from these general valuation methods and use fair value pricing methods to determine the value of certain investments if it is determined that the closing price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does not accurately reflect its current value when the Fund calculates its NAV. In addition, we also use fair value pricing to determine the value of investments in securities and other assets, including illiquid securities, for which current market quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect its current value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systematic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a foreign security's market price is still reliable and, if not, what fair market value to assign to the security. With respect to any portion of the Fund's assets that are invested in other mutual funds, the Fund's NAV is calculated based upon the net asset values of the other mutual funds in which the Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Money market instruments and debt instruments maturing in 60 days or less generally are valued at amortized cost. Futures contracts will be marked to market daily at their respective settlement prices determined by the relevant exchange. Prices may be furnished by a reputable independent pricing service. Prices provided by an independent pricing service may be determined without exclusive reliance on quoted prices and may take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data.

For a Fund that invests directly in foreign securities, portfolio securities are generally valued on the basis of quotations from the primary market in which they are traded. However, if, in the judgment of the Board, a security's value has been materially affected by events occurring after the close of the exchange or the market on which the security is principally traded (for example, a foreign exchange or market), that security may be valued by another method that the Board believes accurately reflects fair value. A security's valuation may differ depending on the method used to determine its value.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares of the Fund may be purchased on any day the Fund is open for business. Generally, the Fund is open for business each day the NYSE is open for trading (a "Business Day"). The NYSE is currently scheduled to be closed in observance of New Year's Day, Martin Luther King Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day (each a "Holiday"). When any Holiday falls on a weekend, the NYSE typically is closed on the weekday immediately before or after such Holiday.

Purchase orders for the Fund received before the Fund's NAV calculation time, generally are processed at such time on that Business Day. Purchase orders received after the Fund's NAV calculation time generally are processed at the Fund's NAV calculation time on the next Business Day. Selling Agents may establish earlier cut-off times for processing your order. Requests received by a Selling Agent after the applicable cut-off time will be processed on the next Business Day. On any day the NYSE closes early, the Fund will close early. On these days, the NAV calculation time and the distribution, purchase and redemption cut-off times for the Fund may be earlier than their stated NAV calculation time described above.

Payment for shares may, in the discretion of the Adviser, be made in the form of securities that are permissible investments for the Fund. For further information about this form of payment, please contact the Distributor. In connection with an in-kind securities payment, the Fund will require, among other things, that the securities be valued on the day of purchase in accordance with the pricing methods used by the Fund and that the Fund receives satisfactory assurances that (i) it will have good and marketable title to the securities received by it; (ii) that the securities are in proper form for transfer to the Fund; and (iii) adequate information will be provided concerning the basis and other matters relating to the securities.

The Fund reserves the right to reject any purchase orders, and under the 1940 Act, may suspend the right of redemption or postpone the date of payment upon redemption for any period during which the NYSE is closed (other than customary weekend and holiday closings), or during which trading is restricted, or during which, as determined by SEC rule, regulation or order, an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or for such periods as the SEC may permit. The Fund may also redeem shares involuntarily or make payment for redemption in securities or other property if it appears appropriate to do so in light of the Fund's responsibilities under the 1940 Act. In addition, the Fund may redeem shares involuntarily to reimburse the Fund for any losses sustained by reason of the failure of a shareholder to make full payment for shares purchased or to collect any charge relating to a transaction effected for the benefit of a shareholder which is applicable to shares of the Fund as provided from time to time in the Prospectuses.

The Dealer Reallowance for Purchases of Class A Shares is as Follows:

Amount of Purchase	Front-End Sales Charge as % of Public Offering Price	Front-End Sales Charge as % of Net Amount Invested	Dealer Reallowance as % of Public Offering Price
Less than $50,000	5.75%	6.10%	5.00%
$50,000 - $99,999	4.75%	4.99%	4.00%
$100,000 - $249,999	3.75%	3.90%	3.00%
$250,000 - $499,999	2.75%	2.83%	2.25%
$500,000 - $999,999	2.00%	2.04%	1.75%
$1,000,000 and over¹	0.00%	0.00%	1.00%

1	We will assess a 1.00% CDSC on Class A share purchases of $1,000,000 or more if they are redeemed within eighteen months from the date of purchase. Certain exceptions apply (see "CDSC Waivers"). The CDSC percentage you pay is applied to the NAV of the shares on the date of original purchase.

Computation Of Class A Offering Price. Class A shares are sold at their NAV plus a sales charge. Below is an example of the method of computing the offering price of Class A shares of the Fund. The example assumes a purchase of Class A shares of the Fund aggregating less than $50,000 based upon the NAV of the Fund's Class A shares as of its most recent fiscal year end.

Computation of Class A Offering Price
Fund	Net Asset Value Per Share	Sales Charge Per Share¹	Offering Price Per Share
Absolute Return Fund	$11.39	5.75%	$12.08

1	The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

Online Purchases and Redemptions for Existing Wells Fargo Advantage Funds Account Holders. All shareholders with an existing Wells Fargo Advantage Funds account may purchase additional shares of funds or classes of funds within the Wells Fargo Advantage family of funds that they already own and redeem existing shares online. For purchases, such account holders must have a bank account linked to their Wells Fargo Advantage Funds account. Redemptions may be deposited into a linked bank account or mailed via check to the shareholder's address of record. Online account access is available for institutional clients. Shareholders should contact Investor Services at 1-800-222-8222 or log on at wellsfargoadvantagefunds.com for further details. Shareholders who hold their shares in a brokerage account should contact their selling agent.

Extraordinary Circumstances Affecting Redemptions. Under the extraordinary circumstances discussed under Section 22(e) under the 1940 Act, we may suspend the right of redemption or postpone the date of payment of a redemption for longer than seven days for each Fund. Generally, those extraordinary circumstances are when: (i) the NYSE is closed or trading thereon is restricted; (ii) an emergency exists which makes the disposal by a Fund of securities it owns, or the fair determination of the value of the Fund's net assets not reasonable or practical; or (iii) the SEC, by order, permits the suspension of the right of redemption for the protection of shareholders.

Purchases and Redemptions Through Brokers and/or Their Affiliates. A broker may charge transaction fees on the purchase and/or sale of Fund shares in addition to those fees described in the Prospectuses in the Summary of Expenses. The Trust has authorized one or more brokers to receive on its behalf purchase and redemption orders, and such brokers are authorized to designate other intermediaries to receive purchase and redemption orders on the Trust's behalf. The Trust will be deemed to have received a purchase or redemption order for Fund shares when an authorized broker or, if applicable, a broker's authorized designee, receives the order, and such orders will be priced at the Fund's NAV next calculated after they are received by the authorized broker or the broker's designee.

Waiver of Minimum Initial Investment Amount for Investor Class Shares for Eligible Investors. An eligible investor (as defined below) may purchase Investor Class shares of the Wells Fargo Advantage Funds without meeting the minimum initial investment amount if the eligible investor participates in a $50 monthly automatic investment purchase plan. Eligible investors include: Current and retired employees, directors/trustees and officers of: (i) Wells Fargo Advantage Funds (including any predecessor funds) and (ii) Wells Fargo & Company and its affiliates; and Family members, as defined in the prospectus, of any of the above.

Reduced Sales Charges for Former C&B Portfolio Shareholders. Shareholders who purchased shares of the C&B Portfolios directly from the C&B Portfolios, and who became Wells Fargo Advantage Fund shareholders in the reorganization between the Advisors' Inner Circle Fund and the Trust effective July 26, 2004 may purchase Class A shares of any Wells Fargo Advantage Fund and any unnamed shares of WealthBuilder Portfolios at NAV. However, beginning on July 1, 2013, this privilege will only be available to those former C&B Portfolio shareholders whose shares are held directly with the Fund. Please see your account representative for details.

Reduced Sales Charges for Former Montgomery Fund Shareholders. Former Montgomery Fund Class P and Class R shareholders who purchased their shares directly from the Montgomery Funds and became Wells Fargo Advantage Fund shareholders in the reorganization, may purchase Class A shares of any Wells Fargo Advantage Fund, and any unnamed shares of WealthBuilder Portfolios at NAV. However, beginning on July 1, 2013, this privilege will only be available to those former Montgomery Fund shareholders whose shares are held directly with the Fund. Shareholders who did not purchase such shares directly from the Montgomery Funds may purchase additional shares in the respective acquiring Wells Fargo Advantage Fund at NAV. However, beginning on July 1, 2013, this privilege will only be available to those former Montgomery Fund shareholders whose shares are held directly with the Fund.

Reduced Sales Charges for Certain Former Advisor Class Shareholders. Investors who held Advisor Class shares of a Wells Fargo Advantage Fund at the close of business on June 20, 2008 (the "Eligibility Time"), so long as the following conditions are met: (1) any purchases at NAV are limited to Class A shares of the same Fund in which the investor held Advisor Class shares at the Eligibility Time; (2) share purchases are made in the same account through which the investor held Advisor Class shares at the Eligibility Time; (3) the owner of the account remains the same as the account owner at the Eligibility Time; and (4) following the Eligibility Time, the account maintains a positive account balance at some time during a period of at least six months in length. Investors who held Advisor Class shares at the Eligibility Time are also eligible to exchange their Class A shares for Class A shares of another Wells Fargo Advantage Fund without imposition of any Class A sales charges and would be eligible to make additional purchases of Class A shares of such other Fund at NAV in the account holding the shares received in exchange. The eligibility of such investors that hold Fund shares through an account maintained by a financial institution is also subject to the following additional limitation. In the event that such an investor's relationship with and/or the services such investor receives from the financial institution subsequently change, such investor shall thereafter no longer be eligible to purchase Class A shares at NAV. Please consult with your financial representative for further details.

Reduced Sales Charges for Certain Former Evergreen Fund Shareholders. Former Evergreen Class IS shareholders who received Class A shares of a Fund as a result of a reorganization can continue to purchase Class A shares of that Fund and any other Wells Fargo Advantage Fund purchased subsequently by exchange at NAV, without paying the customary sales load, after which subsequent purchases of shares of the subsequent Fund may also be made at NAV. However, beginning on July 31, 2012, this privilege will only be available to those former Evergreen Fund shareholders whose shares are held directly with the Fund.

Former Evergreen Class R shareholders who received Class A shares of a Fund as a result of a reorganization can continue to purchase Class A shares of that Fund and any other Wells Fargo Advantage Fund purchased subsequently by exchange at NAV, without paying the customary sales load, after which subsequent purchases of shares of the subsequent Fund may also be made at NAV. However, beginning on July 31, 2012, this privilege will only be available to those former Evergreen Fund shareholders whose shares are held directly with the Fund.

Certain investors in acquired funds who became investors in the Evergreen Funds and subsequently became Wells Fargo Advantage Fund shareholders in a reorganization, including former Class IS shareholders of Evergreen Strategic Value Fund and Evergreen Limited Duration Fund, former Investor Class shareholders of Undiscovered Managers Funds, former shareholders of the GMO Global Balanced Allocation Fund, the GMO Pelican Fund and America's Utility Fund, former shareholders of an Atlas Fund and shareholders of record on October 12, 1990 (and members of their immediate families) in any series of the Salem Funds in existence on that date, may purchase Class A shares of any Wells Fargo Advantage Fund, and any unnamed shares of WealthBuilder Portfolios at NAV. However, beginning on July 1, 2013, this privilege will only be available to those former Evergreen Fund shareholders whose shares are held directly with the Fund.

Reduced Sales Charges for Affiliated Funds. Any affiliated fund that invests in a Wells Fargo Advantage Fund may purchase Class A shares of such Fund at NAV.

Reduced Sales Charges for Certain Holders of Class C Shares. No CDSC is imposed on redemptions of Class C shares where a Fund did not pay a sales commission at the time of purchase.

Investors Eligible to Acquire Class B Shares. Class B shares are closed to new investors and additional investments from existing shareholders, except that existing shareholders of Class B shares may reinvest any distributions into Class B shares and exchange their Class B shares for Class B shares of other Wells Fargo Advantage Funds (as permitted by current exchange privilege rules, except specified persons may acquire Class B shares of a Fund in connection with the closing of a reorganization and except specified persons may acquire Class B shares of a Fund in connection with the closing of a reorganization). No new or subsequent investments, including through automatic investment plans, will be allowed in Class B shares of the Funds, except through a distribution reinvestment or permitted exchange, or in connection with the closing of a reorganization.

Waiver of Contingent Deferred Sales Charge for certain Class B Shareholders. For Class B shares purchased after May 18, 1999, for former Norwest Advantage Funds shareholders and after July 17, 1999 for former Stagecoach Funds shareholders, for all Class B shares purchased after November 8, 1999, no CDSC is imposed on withdrawals that meet both of the following circumstances:

■

withdrawals are made by participating in the Systematic Withdrawal Plan; and

■

withdrawals do not exceed 10% of your Fund assets (limit for Class B shares calculated annually based on your anniversary date in the Systematic Withdrawal Plan).

Elimination of Minimum Initial Investment Amount for Administrator Class Shares for Eligible Investors. An "Eligible Investor" (as defined below) may purchase Administrator Class shares of the Wells Fargo Advantage Funds without meeting the minimum initial investment amount. Eligible Investors include:

■

Clients of sub-advisers to those Funds which offer an Administrator Class who are clients of such subadvisers at the time of their purchase of such Administrator Class shares;

■

Clients of Wells Capital Management who are clients of Wells Capital Management at the time of their purchase of Administrator Class shares; and

■

Clients of Wells Fargo Institutional Retirement Trust (IRT) who are clients of IRT at the time of their purchase of Administrator Class shares.

Related shareholders or shareholder accounts may be aggregated in order to meet the minimum initial investment requirement for Administrator Class shares. The following are examples of relationships that may qualify for aggregation:

■

Related business entities, including: (i) corporations and their subsidiaries; (ii) general and limited partners; and (iii) other business entities under common ownership or control.

■

Shareholder accounts that share a common tax-id number.

■

Accounts over which the shareholder has individual or shared authority to buy or sell shares on behalf of the account (i.e., a trust account or a solely owned business account).

Any of the minimum initial investment waivers listed above may be modified or discontinued at any time.

Elimination of Minimum Initial Investment Amount for Institutional Class Shares for Eligible Investors. An "Eligible Investor" (as defined below) may purchase Institutional Class shares of the Wells Fargo Advantage Funds without meeting the minimum initial investment amount. Eligible Investors include:

■

Clients of sub-advisers to those Funds which offer an Institutional Class who are clients of such sub-advisers at the time of their purchase of such Institutional Class shares;

■

Clients of Wells Capital Management who are clients of Wells Capital Management at the time of their purchase of Institutional Class shares; and

■

Clients of Wells Fargo Institutional Retirement Trust (IRT) who are clients of IRT at the time of their purchase of Institutional Class shares.

Related shareholders or shareholder accounts may be aggregated in order to meet the minimum initial investment requirement for Institutional Class shares. The following are examples of relationships that may qualify for aggregation:

■

Related business entities, including: (i) corporations and their subsidiaries; (ii) general and limited partners; and (iii) other business entities under common ownership or control.

■

Shareholder accounts that share a common tax-id number.

■

Accounts over which the shareholder has individual or shared authority to buy or sell shares on behalf of the account (i.e., a trust account or a solely owned business account).

Former Institutional Class shareholders of an Evergreen Fund (including former Class Y shareholders of an Evergreen Fund, former SouthTrust shareholders and former Vestaur Securities Fund shareholders who became Institutional Class shareholders of an Evergreen Fund) who received Institutional Class shares of a Wells Fargo Advantage Fund in connection with the reorganization of their Evergreen Fund. Such investors may purchase Institutional Class shares at their former minimum investment amount.

Any of the minimum initial investment waivers listed above may be modified or discontinued at any time.

Waiver of Minimum Initial and Subsequent Investment Amounts for All Share Classes for Special Operational Accounts. Shares of any and all share classes of the Wells Fargo Advantage Funds may be acquired in special operational accounts (as defined below) without meeting the applicable minimum initial or subsequent investment amounts. Special operational accounts are designated accounts held by Funds Management or its affiliate that are used exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions.

Compensation to Dealers and Shareholder Servicing Agents. Set forth below is a list of the member firms of FINRA to which the Adviser, the Fund's Distributor or their affiliates made payments out of their revenues in connection with the sale and distribution of shares of the Fund or for services to the Fund and their shareholders in the year ending December 31, 2013 ("Additional Payments"). (Such payments are in addition to any amounts paid to such FINRA firms in the form of dealer reallowances or fees for shareholder servicing or distribution. The payments are discussed in further detail in the Prospectuses under the title "Compensation to Dealers and Shareholder Servicing Agents"). Any additions, modifications, or deletions to the member firms identified in this list that have occurred since December 31, 2013, are not reflected:

FINRA member firms

■

ADP Broker-Dealer, Inc.

■

Ameriprise Financial Services, Inc.

■

Barclays Capital, Inc.

■

BNY Mellon Capital Markets, LLC

■

Boenning & Scattergood, Inc.

■

Brown Brothers Harriman & Co.

■

Charles Schwab & Co., Inc.

■

Citigroup Global Markets, Inc.

■

Commonwealth Equity Services, Inc.

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DWS Investments Distributors, Inc.

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Edward D. Jones & Co., L.P.

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Fidelity Brokerage Services LLC

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Goldman, Sachs & Co.

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GWFS Equities, Inc.

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Hartford Securities Distribution Company, Inc.

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H.D. Vest Investment Securities, Inc.

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Hewitt Financial Services, LLC

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Hightower Securities, LLC

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ING Investment Advisors LLC

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ING Investments Distributor, LLC

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Investacorp, Inc.

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Janney Montgomery Scott LLC

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J.J.B. Hilliard, W. L. Lyons, LLC

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J.P. Morgan Clearing Corp

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Lazard Capital Markets LLC

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Lincoln Investment Planning, Inc.

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LPL Financial LLC

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Merrill Lynch, Pierce, Fenner & Smith, Incorporated

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Merriman Capital, Inc.

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Mid Atlantic Capital Corporation

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Morgan Keegan & Company, Inc.

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Morgan Stanley Smith Barney LLC

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MSCS Financial Services, LLC

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Nationwide Investment Services, Corporation

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Oak Tree Securities, Inc.

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Oppenheimer & Co. Inc.

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Pershing LLC

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PNC Capital Markets LLC

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Prudential Investment Management Services, LLC

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Raymond James & Associates, Inc.

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Raymond James Financial Services, Inc.

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RBC Capital Markets, LLC

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Robert W. Baird & Co. Incorporated

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Ross, Sinclaire & Associates, LLC

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Securities America, Inc.

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Security Distributors, Inc.

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State Street Global Markets, LLC

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Stifel, Nicolaus & Company, Incorporated

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TD Ameritrade, Inc.

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Treasury Curve, LLC

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Triad Advisors, Inc.

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UBS Financial Services, Inc.

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VALIC Financial Advisors, Inc.

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Wells Fargo Advisors, LLC

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Wells Fargo Securities, LLC

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Wells Fargo Investments, LLC

In addition to member firms of FINRA, Additional Payments are also made to other selling and shareholder servicing agents, and to affiliates of selling and shareholder servicing agents that sell shares of or provide services to the Fund and its shareholders, such as banks, insurance companies and plan administrators. These firms are not included on the list above, although they may be affiliated with companies on the above list.

Also not included on the list above are other subsidiaries of Wells Fargo & Company who may receive revenue from the Adviser, the Fund's Distributor or their affiliates through intra-company compensation arrangements and for financial, distribution, administrative and operational services.

PORTFOLIO TRANSACTIONS

Portfolio Turnover. The portfolio turnover rate is not a limiting factor when GMO deems portfolio changes appropriate. Changes may be made in the portfolios consistent with the investment objectives and policies of the Fund's whenever such changes are believed to be in the best interests of the Fund and its shareholders. The portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities by the average monthly value of a Fund's portfolio securities. For purposes of this calculation, portfolio securities exclude all securities having a maturity when purchased of one year or less. Portfolio turnover generally involves some expenses to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and the reinvestment in other securities. Portfolio turnover may also result in adverse tax consequences to a Fund's shareholders. The table below shows the Fund's portfolio turnover rates for the fiscal years shown in the table.

Fund	April 30, 2014¹		September 30, 2013		September 30, 2012²
Absolute Return Fund	0%		0%		0%

1	For the seven months ended April 30, 2014.

2	For the period from March 1, 2012 (commencement of operations) to September 30, 2012.

Brokerage Commissions. The Fund paid no brokerage commissions during the last three fiscal years.

Securities of Regular Broker-Dealers. The Fund is required to identify any securities of their "regular brokers or dealers" (as defined under the 1940 Act) or of its parents that the Fund may hold at the close of its most recent fiscal year. As of April 30, 2014, the following Fund held no securities of its regular broker-dealers or of its parents.

FUND EXPENSES

From time to time, Funds Management may waive fees from the Fund in whole or in part. Any such waiver will reduce expenses and, accordingly, have a favorable impact on the Fund's performance.

Except for the expenses borne by Funds Management, the Trust bears all costs of its operations, including the compensation of the Independent Trustees; advisory, shareholder servicing and administration fees; payments pursuant to any Plan; interest charges; taxes; fees and expenses of its independent auditors, legal counsel, transfer agent and distribution disbursing agent; expenses of redeeming shares; expenses of preparing and printing prospectuses (except the expense of printing and mailing prospectuses used for promotional purposes, unless otherwise payable pursuant to a Plan), shareholders' reports, notices, proxy statements and reports to regulatory agencies; insurance premiums and certain expenses relating to insurance coverage; trade association membership dues (including membership dues in the Investment Company Institute allocable to the Fund); brokerage and other expenses connected with the execution of portfolio transactions; fees and expenses of its custodian, including those for keeping books and accounts and calculating the NAV per share of the Fund; expenses of shareholders' meetings; expenses relating to the issuance, registration and qualification of the Fund's shares; pricing services, organizational expenses and any extraordinary expenses. Expenses attributable to the Fund are charged against Fund assets. General expenses of the Trust are allocated among all of the series of the Trust, including the Fund, in a manner proportionate to the net assets of the Fund, on a transactional basis, or on such other basis as the Trust's Board deems equitable.

Purchase Premium and Redemption Fees. Benchmark-Free Allocation Fund and various underlying funds (collectively referred to in this section as the underlying funds) in which the Fund invests charge purchase premium and redemption fees to shareholders, including the Fund. These purchase premium and redemption fees are paid to and retained by the underlying funds to help offset estimated portfolio transaction and related costs (e.g. bid to ask spreads, stamp duties and transfer fees) incurred by underlying funds as a result of a purchase or redemption order by allocating estimated transaction costs to the purchasing or redeeming shareholder. The underlying funds will typically reassess such fees on an annual basis, based on the weighted average of (i) the estimated transaction costs for directly held assets (including assets held by a wholly-owned subsidiary) and (ii) the purchase premiums and/or redemption fees, if any, imposed by the underlying funds in which the underlying funds invest, provided that, if that weighted average is less than 0.05%, the underlying funds usually will not charge a purchase premium or redemption fee. Notwithstanding the foregoing, any underlying fund may impose a new purchase premium and/or redemption fee or modify an existing fee at any time and may waive a purchase premium or redemption fee at certain times with respect to certain transactions, as set forth in the underlying funds' prospectus.

Supplemental Support Fee. Benchmark-Free Allocation Fund pays a supplemental support fee for certain supplemental services that GMO provides with respect to MF Class shareholders pursuant to an agreement between GMO and GMO Trust, on behalf of Benchmark-Free Allocation Fund. The specific supplemental support services that GMO provides with respect to the Fund are set forth in a separate agreement between GMO, Funds Management and the Trust, on behalf of the Fund. These services include, but are not limited to, the provision and presentation of educational information about Benchmark-Free Allocation Fund and/or the underlying funds to various audiences, collaborating and cooperating with Funds Management by providing information about Benchmark-Free Allocation Fund in order to allow for the preparation of shareholder reports, prospectuses, proxies and other filings for the Fund, collaborating and cooperating with Funds Management with respect to compliance monitoring, and assisting Funds Management with examining the investment strategies and performance of Benchmark-Free Allocation Fund. These services do not include any investment advisory or other services rendered by GMO to Benchmark-Free Allocation Fund pursuant to any management contract with Benchmark-Free Allocation Fund, or any personal services or services in connection with the maintenance of shareholder accounts.

U.S. FEDERAL INCOME TAXES

The following information supplements and should be read in conjunction with the section in each Prospectus entitled "Taxes." Each Prospectus generally describes the U.S. federal income tax treatment of distributions by the Funds. This section of the SAI provides additional information concerning U.S. federal income taxes. It is based on the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations, judicial authority, and administrative rulings and practice, all as of the date of this SAI and all of which are subject to change, including changes with retroactive effect. Except as specifically set forth below, the following discussion does not address any state, local or foreign tax matters.

A shareholder's tax treatment may vary depending upon the shareholder's particular situation. This discussion applies only to shareholders holding Fund shares as capital assets within the meaning of the Code. A shareholder may also be subject to special rules not discussed below if they are a certain kind of shareholder, including, but not limited to: an insurance company; a tax-exempt organization; a financial institution or broker-dealer; a person who is neither a citizen nor resident of the United States or entity that is not organized under the laws of the United States or political subdivision thereof; a shareholder who holds Fund shares as part of a hedge, straddle or conversion transaction; or an entity taxable as a partnership for U.S. federal income tax purposes and investors in such an entity.

The Trust has not requested and will not request an advance ruling from the Internal Revenue Service (the "IRS") as to the U.S. federal income tax matters described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. In addition, the following discussion and the discussions in each Prospectus applicable to each shareholder address only some of the U.S. federal income tax considerations generally affecting investments in the Funds. Prospective shareholders are urged to consult their own tax advisers and financial planners regarding the U.S. federal tax consequences of an investment in a Fund, the application of state, local or foreign laws, and the effect of any possible changes in applicable tax laws on their investment in the Funds.

Qualification as a Regulated Investment Company. It is intended that each Fund qualify as a regulated investment company ("RIC") under Subchapter M of Subtitle A, Chapter 1 of the Code. Each Fund will be treated as a separate entity for U.S. federal income tax purposes. Thus, the provisions of the Code applicable to RICs generally will apply separately to each Fund even though each Fund is a series of the Trust. Furthermore, each Fund will separately determine its income, gains, losses and expenses for U.S. federal income tax purposes.

In order to qualify as a RIC under the Code, each Fund must, among other things, derive at least 90% of its gross income each taxable year generally from (i) dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, and other income attributable to its business of investing in such stock, securities or foreign currencies (including, but not limited to, gains from options, futures or forward contracts) and (ii) net income derived from an interest in a qualified publicly traded partnership, as defined in the Code. Future U.S. Treasury regulations may (possibly retroactively) exclude from qualifying income foreign currency gains that are not directly related to a Fund's principal business of investing in stock, securities or options and futures with respect to stock or securities. In general, for purposes of this 90% gross income requirement, income derived from a partnership, except a qualified publicly traded partnership, will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the RIC.

Each Fund must also diversify its holdings so that, at the end of each quarter of the Fund's taxable year: (i) at least 50% of the fair market value of its assets consists of (A) cash and cash items (including receivables), U.S. government securities and securities of other RICs, and (B) securities of any one issuer (other than those described in clause (A)) to the extent such securities do not exceed 5% of the value of the Fund's total assets and do not exceed 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund's total assets consists of the securities of any one issuer (other than those described in clause (i)(A)), the securities of two or more issuers the Fund controls and which are engaged in the same, similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. In addition, for purposes of meeting this diversification requirement, the term "outstanding voting securities of such issuer" includes the equity securities of a qualified publicly traded partnership. The qualifying income and diversification requirements applicable to a Fund may limit the extent to which it can engage in transactions in options, futures contracts, forward contracts and swap agreements.

If the Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Fund corrects the failure within a specified period. If the applicable relief provisions are not available or cannot be met, such Fund will be taxed in the same manner as an ordinary corporation, described below.

In addition, with respect to each taxable year, the Fund generally must distribute to its shareholders at least 90% of its investment company taxable income, which generally includes its ordinary income and the excess of any net short-term capital gain over net long- term capital loss, and at least 90% of its net tax-exempt interest income earned for the taxable year. If the Fund meets all of the RIC qualification requirements, it generally will not be subject to U.S. federal income tax on any of the investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) it distributes to its shareholders. For this purpose, the Fund generally must make the distributions in the same year that it realizes the income and gain, although in certain circumstances, the Fund may make the distributions in the following taxable year. Shareholders generally are taxed on any distributions from the Fund in the year they are actually distributed. However, if the Fund declares a distribution to shareholders of record in October, November or December of one year and pays the distribution by January 31 of the following year, the Fund and its shareholders will be treated as if the Fund paid the distribution by December 31 of the first taxable year. The Fund intends to distribute its net income and gain in a timely manner to maintain its status as a RIC and eliminate fund-level U.S. federal income taxation of such income and gain. However, no assurance can be given that the Fund will not be subject to U.S. federal income taxation.

Moreover, the Fund may retain for investment all or a portion of its net capital gain. If the Fund retains any net capital gain, it will be subject to a tax at regular corporate rates on the amount retained, but may report the retained amount as undistributed capital gain in a written statement furnished to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gain included in the shareholder's gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Fund is not required to, and there can be no assurance that it will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

If, for any taxable year, the Fund fails to qualify as a RIC, and is not eligible for relief as described above, it will be taxed in the same manner as an ordinary corporation without any deduction for its distributions to shareholders, and all distributions from the Fund's current and accumulated earnings and profits (including any distributions of its net tax-exempt income and net long-term capital gain) to its shareholders will be taxable as dividend income. To re-qualify to be taxed as a RIC in a subsequent year, the Fund may be required to distribute to its shareholders its earnings and profits attributable to non-RIC years reduced by an interest charge on 50% of such earnings and profits payable by the Fund to the IRS. In addition, if the Fund initially qualifies as a RIC but subsequently fails to qualify as a RIC for a period greater than two taxable years, the Fund generally would be required to recognize and pay tax on any net unrealized gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if the Fund had been liquidated) or, alternatively, to be subject to tax on such unrealized gain recognized for a period of ten years, in order to re-qualify as a RIC in a subsequent year.

Equalization Accounting. The Fund may use the so-called "equalization method" of accounting to allocate a portion of its "earnings and profits," which generally equals the Fund's undistributed investment company taxable income and net capital gain, with certain adjustments, to redemption proceeds. This method permits the Fund to achieve more balanced distributions for both continuing and redeeming shareholders. Although using this method generally will not affect the Fund's total returns, it may reduce the amount that the Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions to shareholders. However, the IRS may not have expressly sanctioned the particular equalization method used by the Fund, and thus the Fund's use of this method may be subject to IRS scrutiny.

Capital Loss Carry-Forwards. For net capital losses realized in taxable years beginning before January 1, 2011, the Fund is permitted to carry forward a net capital loss to offset its capital gain, if any, realized during the eight years following the year of the loss, and such capital loss carry-forward is treated as a short-term capital loss in the year to which it is carried. For net capital losses realized in taxable years beginning on or after January 1, 2011, the Fund is permitted to carry forward a net capital loss to offset its capital gain indefinitely. For capital losses realized in taxable years beginning after January 1, 2011, the excess of the Fund's net short-term capital loss over its net long-term capital gain is treated as a short-term capital loss arising on the first day of the Fund's next taxable year and the excess of the Fund's net long-term capital loss over its net short-term capital gain is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. If future capital gain is offset by carried-forward capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether it is distributed to shareholders. Accordingly, the Fund does not expect to distribute any such offsetting capital gain. The Fund cannot carry back or carry forward any net operating losses.

If a Fund engages in a reorganization, either as an acquiring fund or acquired fund, its capital loss carry-forwards (if any), its unrealized losses (if any), and any such losses of other funds participating in the reorganization may be subject to severe limitations that could make such losses, in particular losses realized in taxable years beginning before January 1, 2011, substantially unusable. The Funds have engaged in reorganizations in the past and/or may engage in reorganizations in the future.

Excise Tax. If a Fund fails to distribute by December 31 of each calendar year at least the sum of 98% of its ordinary income for that year (excluding capital gains and losses), 98.2% of its capital gain net income (adjusted for certain net ordinary losses) for the 12-month period ending on October 31 of that year, and any of its ordinary income and capital gain net income from previous years that was not distributed during such years, the Fund will be subject to a nondeductible 4% U.S federal excise tax on the undistributed amounts (other than to the extent of its tax-exempt interest income, if any). For these purposes, a Fund will be treated as having distributed any amount on which it is subject to corporate level U.S. federal income tax for the taxable year ending within the calendar year. Each Fund generally intends to actually, or be deemed to, distribute substantially all of its ordinary income and capital gain net income, if any, by the end of each calendar year and thus expects not to be subject to the excise tax. However, no assurance can be given that a Fund will not be subject to the excise tax. Moreover, each Fund reserves the right to pay an excise tax rather than make an additional distribution when circumstances warrant (for example, the amount of excise tax to be paid by a Fund is determined to be de minimis).

Investment through Master Portfolio. A Fund that invests its assets through one or more master portfolios will seek to continue to qualify as a RIC. Each master portfolio will be treated as a non-publicly traded partnership (or, in the event that a Fund is the sole investor in the corresponding master portfolio, as disregarded from the Fund) for U.S. federal income tax purposes rather than as a RIC or a corporation under the Code. Under the rules applicable to a non-publicly traded partnership (or disregarded entity), a proportionate share of any interest, dividends, gains and losses of a master portfolio will be deemed to have been realized (i.e., "passed-through") to its investors, including the corresponding Fund, regardless of whether any amounts are actually distributed by the master portfolio. Each investor in a master portfolio will be taxed on such share, as determined in accordance with the governing instruments of the particular master portfolio, the Code and U.S. Treasury regulations, in determining such investor's U.S. federal income tax liability. Therefore, to the extent a master portfolio were to accrue but not distribute any income or gains, the corresponding Fund would be deemed to have realized its proportionate share of such income or gains without receipt of any corresponding distribution. However, each of the master portfolios will seek to minimize recognition by its investors (such as a corresponding Fund) of income and gains without a corresponding distribution. Furthermore, each master portfolio intends to manage its assets, income and distributions in such a way that an investor in a master portfolio will be able to continue to qualify as a RIC by investing its assets through the master portfolio.

Taxation of Investments. In general, realized gains or losses on the sale of securities held by a Fund will be treated as capital gains or losses, and long-term capital gains or losses if the Fund has held the disposed securities for more than one year at the time of disposition.

If a Fund purchases a debt obligation with original issue discount ("OID") (generally, a debt obligation with a purchase price at original issuance less than its principal amount, such as a zero-coupon bond), which generally includes "payment-in-kind" or "PIK" bonds, the Fund generally is required to annually include in its taxable income a portion of the OID as ordinary income, even though the Fund may not receive cash payments attributable to the OID until a later date, potentially until maturity or disposition of the obligation. A portion of the OID includible in income with respect to certain high-yield corporate discount obligations may be treated as a dividend for U.S. federal income tax purposes. Similarly, if a Fund purchases a debt obligation with market discount (generally a debt obligation with a purchase price after original issuance less than its principal amount (reduced by any OID)), the Fund generally is required to annually include in its taxable income a portion of the market discount as ordinary income, even though the Acquiring Fund may not receive cash payments attributable to the market discount until a later date, potentially until maturity or disposition of the obligation. A Fund generally will be required to make distributions to shareholders representing the OID or market discount income on debt obligations that is currently includible in income, even though the cash representing such income may not have been received by a Fund. Cash to pay such distributions may be obtained from sales proceeds of securities held by the Fund which a Fund otherwise might have continued to hold; obtaining such cash might be disadvantageous for the Fund.

If a Fund invests in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default, special tax issues may exist for the Fund. U.S. federal income tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, OID, or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, and how payments received on obligations in default should be allocated between principal and income. These and other related issues will be addressed by a Fund when, as, and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.

If an option granted by a Fund is sold, lapses or is otherwise terminated through a closing transaction, such as a repurchase by the Fund of the option from its holder, the Fund will realize a short-term capital gain or loss, depending on whether the premium income is greater or less than the amount paid by the Fund in the closing transaction. Some capital losses realized by a Fund in the sale, exchange, exercise, or other disposition of an option may be deferred if they result from a position that is part of a "straddle," discussed below. If securities are sold by a Fund pursuant to the exercise of a covered call option granted by it, the Fund generally will add the premium received to the sale price of the securities delivered in determining the amount of gain or loss on the sale. If securities are purchased by a Fund pursuant to the exercise of a put option granted by it, the Fund generally will subtract the premium received from its cost basis in the securities purchased.

Some regulated futures contracts, certain foreign currency contracts, and non-equity, listed options used by a Fund will be deemed "Section 1256 contracts." A Fund will be required to "mark-to-market" any such contracts held at the end of the taxable year by treating them as if they had been sold on the last day of that year at market value. Sixty percent of any net gain or loss realized on all dispositions of Section 1256 contracts, including deemed dispositions under the "mark-to-market" rule, generally will be treated as long-term capital gain or loss, and the remaining 40% will be treated as short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as ordinary income or loss (as described below). These provisions may require a Fund to recognize income or gains without a concurrent receipt of cash. Transactions that qualify as designated hedges are exempt from the mark-to-market rule and the "60%/40%" rule and may require the Fund to defer the recognition of losses on certain futures contracts, foreign currency contracts and non-equity options.

Foreign currency gains and losses realized by a Fund in connection with certain transactions involving foreign currency- denominated debt obligations, certain options, futures contracts, forward contracts, and similar instruments relating to foreign currency, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income or loss and may affect the amount and timing of recognition of the Fund's income. Under future U.S. Treasury regulations, any such transactions that are not directly related to a Fund's investments in stock or securities (or its options contracts or futures contracts with respect to stock or securities) may have to be limited in order to enable the Fund to satisfy the 90% income test described above. If the net foreign currency loss exceeds a Fund's net investment company taxable income (computed without regard to such loss) for a taxable year, the resulting ordinary loss for such year will not be deductible by the Fund or its shareholders in future years.

Offsetting positions held by a Fund involving certain derivative instruments, such as financial forward, futures, and options contracts, may be considered, for U.S. federal income tax purposes, to constitute "straddles." "Straddles" are defined to include "offsetting positions" in actively traded personal property. The tax treatment of "straddles" is governed by Section 1092 of the Code which, in certain circumstances, overrides or modifies the provisions of Section 1256. If a Fund is treated as entering into a "straddle" and at least one (but not all) of the Fund's positions in derivative contracts comprising a part of such straddle is governed by Section 1256 of the Code, described above, then such straddle could be characterized as a "mixed straddle." A Fund may make one or more elections with respect to "mixed straddles." Depending upon which election is made, if any, the results with respect to a Fund may differ. Generally, to the extent the straddle rules apply to positions established by a Fund, losses realized by the Fund may be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain. In addition, the existence of a straddle may affect the holding period of the offsetting positions. As a result, the straddle rules could cause distributions that would otherwise constitute qualified dividend income (defined below) to fail to satisfy the applicable holding period requirements (described below) and therefore to be taxed as ordinary income. Furthermore, the Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle, including any interest expense on indebtedness incurred or continued to purchase or carry any positions that are part of a straddle. Because the application of the straddle rules may affect the character and timing of gains and losses from affected straddle positions, the amount which must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to the situation where a Fund had not engaged in such transactions.

If a Fund enters into a "constructive sale" of any appreciated financial position in stock, a partnership interest, or certain debt instruments, the Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that position. A constructive sale of an appreciated financial position occurs when a Fund enters into certain offsetting transactions with respect to the same or substantially identical property, including: (i) a short sale; (ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future U.S. Treasury regulations. The character of the gain from constructive sales will depend upon a Fund's holding period in the appreciated financial position. Losses realized from a sale of a position that was previously the subject of a constructive sale will be recognized when the position is subsequently disposed of. The character of such losses will depend upon a Fund's holding period in the position and the application of various loss deferral provisions in the Code. Constructive sale treatment does not apply to certain closed transactions, including if such a transaction is closed on or before the 30th day after the close of the Fund's taxable year and the Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.

The amount of long-term capital gain a Fund may recognize from certain derivative transactions with respect to interests in certain pass-through entities is limited under the Code's constructive ownership rules. The amount of long-term capital gain is limited to the amount of such gain a Fund would have had if the Fund directly invested in the pass-through entity during the term of the derivative contract. Any gain in excess of this amount is treated as ordinary income. An interest charge is imposed on the amount of gain that is treated as ordinary income.

In addition, a Fund's transactions in securities and certain types of derivatives (e.g., options, futures contracts, forward contracts, and swap agreements) may be subject to other special tax rules, such as the wash sale rules or the short sale rules, the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments to the holding periods of the Fund's securities, convert long-term capital gains into short-term capital gains, and/or convert short-term capital losses into long- term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.

Rules governing the U.S. federal income tax aspects of derivatives, including swap agreements, are in a developing stage and are not entirely clear in certain respects, particularly in light of IRS revenue rulings that held that income from a derivative contract with respect to a commodity index is not qualifying income for a RIC. Accordingly, while each Fund intends to account for such transactions in a manner it deems appropriate, the IRS might not accept such treatment. If it did not, the status of a Fund as a RIC might be jeopardized. Certain requirements that must be met under the Code in order for each Fund to qualify as a RIC may limit the extent to which a Fund will be able to engage in derivatives transactions.

A Fund may invest in real estate investment trusts ("REITs"). Investments in REIT equity securities may require a Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. A Fund's investments in REIT equity securities may at other times result in the Fund's receipt of cash in excess of the REIT's earnings if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Dividends received by the Fund from a REIT generally will not constitute qualified dividend income and will not qualify for the dividends-received deduction.

A Fund may invest directly or indirectly in residual interests in real estate mortgage investment conduits ("REMICs") or in other interests that may be treated as taxable mortgage pools ("TMPs") for U.S. federal income tax purposes. Under IRS guidance, a Fund must allocate "excess inclusion income" received directly or indirectly from REMIC residual interests or TMPs to its shareholders in proportion to dividends paid to such shareholders, with the same consequences as if the shareholders had invested in the REMIC residual interests or TMPs directly.

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) constitutes unrelated business taxable income to Keogh, 401(k) and qualified pension plans, as well as investment retirement accounts and certain other tax exempt entities, thereby potentially requiring such an entity, which otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder, does not qualify for any reduction, by treaty or otherwise, in the 30% U.S. federal withholding tax. In addition, if at any time during any taxable year a "disqualified organization" (as defined in the Code) is a record holder of a share in a Fund, then the Fund will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal corporate income tax rate. To the extent permitted under the 1940 Act, a Fund may elect to specially allocate any such tax to the applicable disqualified organization, and thus reduce such shareholder's distributions for the year by the amount of the tax that relates to such shareholder's interest in the Fund. The Funds have not yet determined whether such an election will be made.

"Passive foreign investment companies" ("PFICs") are generally defined as foreign corporations with respect to which at least 75% of their gross income for their taxable year is income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or at least 50% of their assets on average produce such passive income. If a Fund acquires any equity interest in a PFIC, the Fund could be subject to U.S. federal income tax and interest charges on "excess distributions" received from the PFIC or on gain from the sale of such equity interest in the PFIC, even if all income or gain actually received by the Fund is timely distributed to its shareholders. Excess distributions will be characterized as ordinary income even though, absent the application of PFIC rules, some excess distributions may have been classified as capital gain.

A Fund will not be permitted to pass through to its shareholders any credit or deduction for taxes and interest charges incurred with respect to PFICs. Elections may be available that would ameliorate these adverse tax consequences, but such elections could require a Fund to recognize taxable income or gain without the concurrent receipt of cash. Investments in PFICs could also result in the treatment of associated capital gains as ordinary income. The Funds may attempt to limit and/or manage their holdings in PFICs to minimize their tax liability or maximize their returns from these investments but there can be no assurance that they will be able to do so. Moreover, because it is not always possible to identify a foreign corporation as a PFIC in advance of acquiring shares in the corporation, a Fund may incur the tax and interest charges described above in some instances. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.

In addition to the investments described above, prospective shareholders should be aware that other investments made by the Funds may involve complex tax rules that may result in income or gain recognition by the Funds without corresponding current cash receipts. Although the Funds seek to avoid significant non-cash income, such non-cash income could be recognized by the Funds, in which case the Funds may distribute cash derived from other sources in order to meet the minimum distribution requirements described above. In this regard, the Funds could be required at times to liquidate investments prematurely in order to satisfy their minimum distribution requirements.

Taxation of Distributions. Except for exempt-interest dividends (defined below) paid out by "Tax-Free Funds", distributions paid out of a Fund's current and accumulated earnings and profits (as determined at the end of the year), whether paid in cash or reinvested in the Fund, generally are deemed to be taxable distributions and must be reported by each shareholder who is required to file a U.S. federal income tax return. Dividends and distributions on a Fund's shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Fund's realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder's investment. Such distributions are likely to occur in respect of shares acquired at a time when the Fund's net asset value reflects gains that are either unrealized, or realized but not distributed. For U.S. federal income tax purposes, a Fund's earnings and profits, described above, are determined at the end of the Fund's taxable year and are allocated pro rata to distributions paid over the entire year. Distributions in excess of a Fund's current and accumulated earnings and profits will first be treated as a return of capital up to the amount of a shareholder's tax basis in the shareholder's Fund shares and then as capital gain. A Fund may make distributions in excess of its earnings and profits, from time to time.

For U.S. federal income tax purposes, distributions of investment income are generally taxable as ordinary income, and distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income. Distributions properly designated by a Fund as capital gain dividends will be taxable to shareholders as long-term capital gain (to the extent such distributions do not exceed the Fund's net capital gain for the taxable year), regardless of how long a shareholder has held Fund shares, and do not qualify as dividends for purposes of the dividends-received deduction or as qualified dividend income. Each Fund will report capital gain dividends, if any, in a written statement furnished to its shareholders after the close of the Fund's taxable year.

Fluctuations in foreign currency exchange rates may result in foreign exchange gain or loss on transactions in foreign currencies, foreign currency-denominated debt obligations, and certain foreign currency options, futures contracts and forward contracts. Such gains or losses are generally characterized as ordinary income or loss for tax purposes. The Fund must make certain distributions in order to qualify as a Regulated Investment Company, and the timing of and character of transactions such as foreign currency-related gains and losses may result in the fund paying a distribution treated as a return of capital. Such distribution is nontaxable to the extent of the recipient's basis in its shares.

Some states will not tax distributions made to individual shareholders that are attributable to interest a Fund earned on direct obligations of the U.S. government if the Fund meets the state's minimum investment or reporting requirements, if any. Investments in GNMA or FNMA securities, bankers' acceptances, commercial paper and repurchase agreements collateralized by U.S. government securities generally do not qualify for tax-free treatment. This exemption may not apply to corporate shareholders.

Sales and Exchanges of Fund Shares. If a shareholder sells, pursuant to a cash or in-kind redemption, or exchanges the shareholder's Fund shares, subject to the discussion below, the shareholder generally will recognize a taxable capital gain or loss on the difference between the amount received for the shares (or deemed received in the case of an exchange) and the shareholder's tax basis in the shares. This gain or loss will be long-term capital gain or loss if the shareholder has held such Fund shares for more than one year at the time of the sale or exchange, and short-term otherwise.

If a shareholder sells or exchanges Fund shares within 90 days of having acquired such shares and if, before January 31 of the calendar year following the calendar year of the sale or exchange, as a result of having initially acquired those shares, the shareholder subsequently pays a reduced sales charge on a new purchase of shares of the Fund or a different RIC, the sales charge previously incurred in acquiring the Fund's shares generally shall not be taken into account (to the extent the previous sales charges do not exceed the reduction in sales charges on the new purchase) for the purpose of determining the amount of gain or loss on the disposition, but generally will be treated as having been incurred in the new purchase. Also, if a shareholder recognizes a loss on a disposition of Fund shares, the loss will be disallowed under the "wash sale" rules to the extent the shareholder purchases substantially identical shares within the 61-day period beginning 30 days before and ending 30 days after the disposition. Any disallowed loss generally will be reflected in an adjustment to the tax basis of the purchased shares.

If a shareholder receives a capital gain dividend with respect to any Fund share and such Fund share is held for six months or less, then (unless otherwise disallowed) any loss on the sale or exchange of that Fund share will be treated as a long-term capital loss to the extent of the capital gain dividend. If such loss is incurred from the redemption of shares pursuant to a periodic redemption plan then U.S. Treasury regulations may permit an exception to this six-month rule. No such regulations have been issued as of the date of this SAI.

In addition, if a shareholder of a Tax-Free Fund holds such Fund shares for six months or less, any loss on the sale or exchange of those shares will be disallowed to the extent of the amount of exempt-interest dividends (defined below) received with respect to the shares. If such loss is incurred from the redemption of shares pursuant to a periodic redemption plan then U.S. Treasury regulations may permit an exception to this six-month rule. Such a loss will also not be disallowed where the loss is incurred with respect to shares of a Fund that declares exempt-interest dividends on a daily basis in an amount equal to at least 90% of its net-tax exempt interest and distributes such dividends on a monthly, or more frequent, basis. Additionally, where a Fund regularly distributes at least 90% of its net tax-exempt interest, if any, the Treasury Department is authorized to issue regulations reducing the six month holding period requirement to a period of not less than the greater of 31 days or the period between regular distributions. No such regulations have been issued as of the date of this filing.

Foreign Taxes. Amounts realized by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50% of the value of a Fund's total assets at the close of its taxable year consists of securities of foreign corporations, the Fund will be eligible to file an annual election with the IRS pursuant to which the Fund may pass-through to its shareholders on a pro rata basis certain foreign income and similar taxes paid by the Fund, and such taxes may be claimed, subject to certain limitations, either as a tax credit or deduction by the shareholders. However, even if a Fund qualifies for the election for any year, it may not make the election for such year. If a Fund does not so elect, then shareholders will not be entitled to claim a credit or deduction with respect to foreign taxes paid or withheld. If a Fund does elect to "pass through" its foreign taxes paid in a taxable year, the Fund will furnish a written statement to its shareholders reporting such shareholders proportionate share of the Funds' foreign taxes paid.

Even if a Fund qualifies for the election, foreign income and similar taxes will only pass through to the Fund's shareholders if the Fund and its shareholders meet certain holding period requirements. Specifically, (i) the shareholders must have held the Fund shares for at least 16 days during the 31-day period beginning 15 days prior to the date upon which the shareholders became entitled to receive Fund distributions corresponding with the pass through of such foreign taxes paid by the Fund, and (ii) with respect to dividends received by the Fund on foreign shares giving rise to such foreign taxes, the Fund must have held the shares for at least 16 days during the 31-day period beginning 15 days prior to the date upon which the Fund became entitled to the dividend. These holding periods increase for certain dividends on preferred stock. A Fund may choose not to make the election if the Fund has not satisfied its holding requirement.

If a Fund makes the election, the Fund will not be permitted to claim a credit or deduction for foreign taxes paid in that year, and the Fund's dividends-paid deduction will be increased by the amount of foreign taxes paid that year. Fund shareholders that have satisfied the holding period requirements and certain other requirements shall include their proportionate share of the foreign taxes paid by the Fund in their gross income and treat that amount as paid by them for the purpose of the foreign tax credit or deduction. If the shareholder claims a credit for foreign taxes paid, the credit will be limited to the extent it exceeds the shareholder's federal income tax attributable to foreign source taxable income. If the credit is attributable, wholly or in part, to qualified dividend income (as defined below), special rules will be used to limit the credit in a manner that reflects any resulting dividend rate differential.

In general, an individual with $300 or less of creditable foreign taxes may elect to be exempt from the foreign source taxable income and qualified dividend income limitations if the individual has no foreign source income other than qualified passive income. This $300 threshold is increased to $600 for joint filers. A deduction for foreign taxes paid may only be claimed by shareholders that itemize their deductions.

U.S. Federal Income Tax Rates. Noncorporate Fund shareholders (i.e., individuals, trusts and estates) are taxed at a maximum rate of 39.6% on ordinary income and 20% on long-term capital gain for taxable years beginning after December 31, 2012.

In general, "qualified dividend income" realized by noncorporate Fund shareholders is taxable at the same rate as net capital gain. Generally, qualified dividend income is dividend income attributable to certain U.S. and foreign corporations, as long as certain holding period requirements are met. After this date, all dividend income generally will be taxed at the same rate as ordinary income. If 95% or more of a Fund's gross income (excluding net long-term capital gain over net short-term capital loss) constitutes qualified dividend income, all of its distributions (other than capital gain dividends) will be generally treated as qualified dividend income in the hands of individual shareholders, as long as they have owned their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund's ex-dividend date (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date). In general, if less than 95% of a Fund's income is attributable to qualified dividend income, then only the portion of the Fund's distributions that is attributable to qualified dividend income and designated as such in a timely manner will be so treated in the hands of individual shareholders. Payments received by a Fund from securities lending, repurchase, and other derivative transactions ordinarily will not qualify. The rules attributable to the qualification of Fund distributions as qualified dividend income are complex, including the holding period requirements. Individual Fund shareholders therefore are urged to consult their own tax advisers and financial planners. Income and bond Funds typically do not distribute significant amounts of "qualified dividend income" eligible for reductions in individual U.S. federal income tax rates applicable to certain dividend income.

The maximum stated corporate U.S. federal income tax rate applicable to ordinary income and net capital gain is 35%. Actual marginal tax rates may be higher for some shareholders, for example, through reductions in deductions. Distributions from an Income Fund generally will not qualify for the "dividends-received deduction" applicable to corporate shareholders with respect to certain dividends. Distributions from an Equity Fund may qualify for the "dividends-received deduction" applicable to corporate shareholders with respect to certain dividends. Naturally, the amount of tax payable by any taxpayer will be affected by a combination of tax laws covering, for example, deductions, credits, deferrals, exemptions, sources of income and other matters. U.S. federal income tax rates are set to increase in future years under various "sunset" provisions of U.S. federal income tax laws.

Under recently enacted legislation, for taxable years beginning after December 31, 2012, noncorporate Fund shareholders generally will be subject to a 3.8% tax on their "net investment income," which ordinarily includes taxable distributions received from the Funds and taxable gain on the disposition of Fund shares.

For taxable years beginning after December 31, 2012, a U.S. withholding tax at a 30% rate will be imposed on dividends and proceeds of sales in respect of Fund shares received by Fund shareholders who own their shares through foreign accounts or foreign intermediaries if certain disclosure requirements related to U.S. accounts or ownership are not satisfied. The Funds will not pay any additional amounts in respect to any amounts withheld.

Backup Withholding. A Fund is generally required to withhold and remit to the U.S. Treasury, subject to certain exemptions (such as for certain corporate or foreign shareholders), an amount equal to 28% of all distributions and redemption proceeds (including proceeds from exchanges and redemptions in-kind) paid or credited to a Fund shareholder if (i) the shareholder fails to furnish the Fund with a correct "taxpayer identification number" ("TIN"), (ii) the shareholder fails to certify under penalties of perjury that the TIN provided is correct, (iii) the shareholder fails to make certain other certifications, or (iv) the IRS notifies the Fund that the shareholder's TIN is incorrect or that the shareholder is otherwise subject to backup withholding. Backup withholding is not an additional tax imposed on the shareholder. The shareholder may apply amounts withheld as a credit against the shareholder's U.S. federal income tax liability and may obtain a refund of any excess amounts withheld, provided that the required information is furnished to the IRS. If a shareholder fails to furnish a valid TIN upon request, the shareholder can also be subject to IRS penalties. A shareholder may generally avoid backup withholding by furnishing a properly completed IRS Form W-9. State backup withholding may also be required to be withheld by the Funds under certain circumstances.

Corporate Shareholders. Subject to limitation and other rules, a corporate shareholder of a Fund may be eligible for the dividends received deduction on Fund distributions attributable to dividends received by the Fund from domestic corporations, which, if received directly by the corporate shareholder, would qualify for such a deduction. For eligible corporate shareholders, the dividends-received deduction may be subject to certain reductions, and a distribution by a Fund attributable to dividends of a domestic corporation will be eligible for the deduction only if certain holding period and other requirements are met. These requirements are complex; therefore, corporate shareholders of the Funds are urged to consult their own tax advisers and financial planners.

Foreign Shareholders. For purposes of this discussion, "foreign shareholders" include: (i) nonresident alien individuals, (ii) foreign trusts (i.e., a trust other than a trust with respect to which a U.S. court is able to exercise primary supervision over administration of that trust and one or more U.S. persons have authority to control substantial decisions of that trust), (iii) foreign estates (i.e., the income of which is not subject to U.S. tax regardless of source), and (iv) foreign corporations.

Generally, subject to certain exceptions described below, distributions made to foreign shareholders will be subject to non- refundable U.S. federal income tax withholding at a 30% rate (or such lower rate provided under an applicable income tax treaty) even if they are funded by income or gains (such as portfolio interest, short-term capital gain, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding. However, with respect to certain distributions made to foreign shareholders in taxable years beginning before January 1, 2014, no withholding will be required and the distributions generally will not be subject to U.S. federal income tax if (i) the distributions are reported as "interest related dividends" or "short term capital gain dividends" in a written statement furnished to shareholders (ii) the distributions are derived from sources specified in the Code for such dividends and (iii) certain other requirements are satisfied. No assurance can be given that a Fund would designate any of its distributions as interest related dividends or short term capital gain dividends, even if it is permitted to do so. In the case of shares held through an intermediary, even if a Fund makes a designation with respect to a payment, no assurance can be made that the intermediary will respect such a designation. Capital gains dividends and gains recognized by a foreign shareholder on the redemption of Fund shares generally will not be subject to U.S. federal income tax withholding, provided that certain requirements are satisfied. Tax-exempt dividends (described below) paid by a Tax-Free Fund to a foreign shareholders also should be exempt from U.S. federal income tax withholding.

With respect to payments made after December 31, 2013, a withholding tax of 30% will be imposed on dividends from, and the gross proceeds of a disposition of, Fund shares paid to certain foreign entities unless various information reporting requirements are satisfied. Such withholding tax will generally apply to non-U.S. financial institutions, which are generally defined for this purpose as non-U.S. entities that (i) accept deposits in the ordinary course of a banking or similar business, (ii) are engaged in the business of holding financial assets for the account of others, or (iii) are engaged or hold themselves out as being engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, or any interest in such assets. Prospective foreign shareholders are encouraged to consult their tax advisors regarding the implications of this legislation on their investment in a Fund.

Before investing in a Fund's shares, a prospective foreign shareholder should consult with its own tax advisors, including whether the shareholder's investment can qualify for benefits under an applicable income tax treaty.

Tax-Deferred Plans. Shares of the Funds may be available for a variety of tax-deferred retirement and other tax-advantaged plans and accounts. However, shares of a Tax-Free Fund may not be suitable for tax-deferred, retirement and other tax-advantaged plans and accounts, since such plans and accounts are generally tax-exempt and, therefore, would not benefit from the tax-exempt status of certain distributions from the Tax-Free Fund (discussed below). Such distributions may ultimately be taxable to the beneficiaries when distributed to them. Prospective investors should contact their tax advisers and financial planners regarding the tax consequences to them of holding Fund shares through such plans and/or accounts.

Tax-Exempt Shareholders. Shares of a Tax-Free Fund may not be suitable for tax-exempt shareholders since such shareholders generally would not benefit from the tax-exempt status of distributions from the Tax-Free Funds (discussed below). Tax-exempt shareholders should contact their tax advisers and financial planners regarding the tax consequences to them of an investment in the Funds.

Any investment in residual interests of a collateralized mortgage obligation that has elected to be treated as a REMIC can create complex U.S. federal income tax consequences, especially if a Fund has state or local governments or other tax-exempt organizations as shareholders.

Special tax consequences apply to charitable remainder trusts ("CRTs") (as defined in Section 664 of the Code) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. CRTs are urged to consult their own tax advisers and financial planners concerning these special tax consequences.

Tax Shelter Reporting Regulations. Generally, under U.S. Treasury regulations, if an individual shareholder recognizes a loss of $2 million or more or if a corporate shareholder recognizes a loss of $10 million or more, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of securities are in many cases exempt from this reporting requirement, but under current guidance, shareholders of a RIC are not exempt. Future guidance may extend the current exemption from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their own tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Additional Considerations for the Tax-Free Funds. If at least 50% of the value of a Fund's total assets at the close of each quarter of its taxable years consists of debt obligations that generate interest exempt from U.S. federal income tax under Section 103 of the Internal Revenue Code, then the Fund may qualify to pass through to its shareholders the tax-exempt character of its income from such debt obligations by paying exempt-interest dividends. The Tax-Free Funds intend to so qualify and are designed to provide shareholders with income exempt from U.S. federal income tax in the form of exempt-interest dividends. "Exempt-interest dividends" are dividends (other than capital gain dividends) paid by a RIC that are properly reported as such in a written statement furnished to shareholders.

Each Tax-Free Fund will report to its shareholders the portion of the distributions for the taxable year that constitutes exempt-interest dividends. The designated portion cannot exceed the excess of the amount of interest excludable from gross income under Section 103 of the Internal Revenue Code received by a Tax-Free Fund during the taxable year over any amounts disallowed as deductions under Sections 265 and 171(a)(2) of the Internal Revenue Code. Interest on indebtedness incurred to purchase or carry shares of the Tax-Free Funds will not be deductible to the extent that the Tax-Free Funds' distributions are exempt from U.S. federal income tax. In addition, an investment in a Tax-Free Fund may result in liability for U.S. federal alternative minimum tax ("AMT"). Certain deductions and exemptions have been designated "tax preference items" which must be added back to taxable income for purposes of calculating the U.S. federal AMT. Tax preference items include tax-exempt interest on certain "private activity bonds." To the extent a Tax-Free Fund invests in certain private activity bonds, its shareholders will be required to report that portion of the Fund's distributions attributable to income from the bonds as a tax preference item in determining their U.S. federal AMT, if any. Shareholders will be notified of the tax status of distributions made by a Tax-Free Fund.

Persons who may be "substantial users" (or "related persons" of substantial users) of facilities financed by private activity bonds should consult their tax advisers before purchasing shares in a Tax-Free Fund. Furthermore, shareholders will not be permitted to deduct any of their share of a Tax-Free Fund's expenses in computing their U.S. federal AMT. In addition, exempt-interest dividends paid by a Tax-Free Fund to a corporate shareholder are included in the shareholder's "adjusted current earnings" as part of its U.S. federal AMT calculation, and may also affect its U.S. federal "environmental tax" liability. As of the date of this filing, individuals are subject to the U.S. federal AMT at a maximum rate of 28% and corporations are subject to the U.S. federal AMT at a maximum rate of 20%. Shareholders with questions or concerns about the U.S. federal AMT should consult own their own tax advisers.

The IRS is paying increased attention to whether debt obligations intended to produce interest exempt from U.S. federal income tax in fact meet the requirements for such exemption. Ordinarily, the Tax-Free Funds rely on opinions from the issuer's bond counsel that interest on the issuer's debt obligation will be exempt from U.S. federal income tax. However, no assurance can be given that the IRS will not successfully challenge such exemption, which could cause interest on the debt obligation to be taxable and could jeopardize a Tax-Free Fund's ability to pay any exempt-interest dividends. Similar challenges may occur as to state-specific exemptions.

A shareholder who receives Social Security or railroad retirement benefits should consult the shareholder's own tax adviser to determine what effect, if any, an investment in a Tax-Free Fund may have on the U.S. federal taxation of such benefits. Exempt-interest dividends are included in income for purposes of determining the amount of benefits that are taxable.

Distributions of a Tax-Free Fund's income other than exempt-interest dividends generally will be taxable to shareholders. Gains realized by a Tax-Free Fund on the sale or exchange of investments that generate tax-exempt income will also be taxable to shareholders.

Although exempt-interest dividends are generally exempt from U.S. federal income tax, there may not be a similar exemption under the laws of a particular state or local taxing jurisdiction. Thus, exempt-interest dividends may be subject to state and local taxes. You should consult your own tax advisor to discuss the tax consequences of your investment in a Tax-Free Fund.

Legislative Proposals. Prospective shareholders should recognize that the present U.S. federal income tax treatment of the Funds and their shareholders may be modified by legislative, judicial or administrative actions at any time, which may be retroactive in effect. The rules dealing with U.S. federal income taxation are constantly under review by Congress, the IRS and the Treasury Department, and statutory changes as well as promulgation of new regulations, revisions to existing statutes, and revised interpretations of established concepts occur frequently. You should consult your advisors concerning the status of legislative proposals that may pertain to holding Fund shares.

Cost Basis Reporting

The Emergency Economic Stabilization Act of 2008 and provisions from the Energy Improvement and Extension Act of 2008 require each Fund or its delegate to report cost basis information to shareholders and the Internal Revenue Service for 1099-B reportable redemptions of covered Fund shares acquired on or after January 1, 2012. Shares purchased on or after January 1, 2012 are generally treated as covered shares. Shares purchased before January 1, 2012 or shares without complete cost basis information are generally treated as noncovered shares.

Fund shareholders should consult their tax advisors to obtain more information about how the new cost basis rules apply to them and determine which cost basis method allowed by the Internal Revenue Service is best for their tax situation. Methods allowed by the IRS include, but are not limited to:

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Average Cost. The cost per share is determined by dividing the aggregate cost amount by the total shares in the account. The basis of the shares redeemed is determined by multiplying the shares redeemed by the cost per share. Starting in 2012, accounts may maintain two separate average costs: one average for covered shares and a separate average for noncovered shares. Under the Average Cost method, noncovered shares are generally depleted first.

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First in first out (FIFO). Shares acquired first in the shareholder's account are the first shares depleted and determine the shareholder's cost basis. The basis of the shares redeemed is determined by the adjusted purchase price of each date the shares were acquired.

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Specific Identification. A shareholder selects the shares to be redeemed from any of the purchase lots that still have shares remaining. The basis of the shares redeemed is determined by the adjusted purchase price of each date the shares were acquired.

In the absence of a shareholder method election, the Fund will apply its default method, Average Cost. If the Average Cost method is applied either by default or at the shareholder's election, the shareholder's ability to change such election once a sale occurs will be limited under the IRS rules. After an election has been made, but before a disposition of shares occurs, a shareholder may make a retroactive change to an alternate method. The cost basis method a shareholder elects may not be changed with respect to a redemption of shares after the settlement date of the redemption. At any time, a shareholder may designate a new election for future purchases.

Redemptions of noncovered shares (shares acquired prior to January 1, 2012) will continue to be reported using the Average Cost method, if available, and will not be reported to the IRS.

PROXY VOTING POLICIES AND PROCEDURES

The Trusts and Funds Management have adopted policies and procedures ("Proxy Voting Procedures") that are used to vote proxies relating to portfolio securities held by the Funds of the Trusts. The Proxy Voting Procedures are designed to ensure that proxies are voted in the best interests of Fund shareholders, without regard to any relationship that any affiliated person of the Fund (or an affiliated person of such affiliated person) may have with the issuer of the security.

The responsibility for voting proxies relating to the Funds' portfolio securities has been delegated to Funds Management. In accordance with the Proxy Voting Procedures, Funds Management exercises its voting responsibility with the goal of maximizing value to shareholders consistent with governing laws and the investment policies of each Fund. While each Fund does not purchase securities to exercise control or to seek to effect corporate change through share ownership, it supports sound corporate governance practices within companies in which it invests and reflects that support through its proxy voting process.

Funds Management has established a Proxy Voting Committee (the "Proxy Committee") that is responsible for overseeing the proxy voting process and ensuring that the voting process is implemented in conformance with the Proxy Voting Procedures. Funds Management has retained an independent, unaffiliated nationally recognized proxy voting company as proxy voting agent. The Proxy Committee monitors the proxy voting agent and the voting process and, in certain situations, votes proxies or directs the proxy voting agent how to vote.

The Proxy Voting Procedures set out guidelines regarding how Funds Management and the proxy voting agent will vote proxies. Where the guidelines specify a particular vote on a particular matter, the proxy voting agent handles the proxy, generally without further involvement by the Proxy Committee. Where the guidelines specify a case-by-case determination, the proxy voting agent forwards the proxy to the Proxy Committee for a vote determination by the Proxy Committee. To the extent the guidelines do not address a proxy voting proposal, Funds Management will vote pursuant to the proxy voting agent's current U.S. and International proxy voting guidelines. In addition, even where the guidelines specify a particular vote, the Proxy Committee may exercise a discretionary vote if it determines that a case-by-case review of a particular matter is warranted. As a general matter, proxies are voted consistently in the same matter when securities of an issuer are held by multiple Funds of the Trusts.

The Proxy Voting Procedures set forth Funds Management's general position on various proposals, such as:

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Routine Items – Funds Management will generally vote for uncontested director or trustee nominees, changes in company name, and other procedural matters related to annual meetings.

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Corporate Governance – Funds Management will generally vote for charter and bylaw amendments proposed solely to conform with modern business practices or for purposes of simplification or to comply with what management's counsel interprets as applicable law.

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Anti-Takeover Matters – Funds Management generally will vote for proposals that require shareholder ratification of poison pills, and on a case-by-case basis on proposals to redeem a company's poison pill.

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Mergers/Acquisitions and Corporate Restructurings – Funds Management's Proxy Committee will examine these items on a case-by-case basis.

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Shareholder Rights – Funds Management will generally vote against proposals that may restrict shareholder rights.

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Capital Structure Changes - Funds Management will follow the proxy voting agent's capital structure model in evaluating requested increases in authorized common stock. In addition, even if capital requests of less than or equal to 300% of outstanding shares fail the calculated allowable cap, Funds Management will vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.

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Executive and Director Compensation Plans - Funds Management will analyze on a case-by-case basis proposals on executive or director compensation plans, with the view that viable compensation programs reward the creation of shareholder wealth by having high payout sensitivity to increases in shareholder value.

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Disclosure on Executive or Director Compensation Cap or Restrict Executive or Director Compensation - Funds Management will generally vote for shareholder proposals requiring companies to report on their executive retirement benefits (deferred compensation, split-dollar life insurance, SERPs, and pension benefits. Funds Management will generally vote for shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote, unless the company's executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. Funds Management will generally vote against proposals that seek to limit executive and director pay.

In all cases where the Proxy Committee makes the decision regarding how a particular proxy should be voted, the Proxy Committee exercises its voting discretion in accordance with the voting philosophy of the Funds and in the best interests of Fund shareholders. In deciding how to vote, the Proxy Committee may rely on independent research, input and recommendations from third parties including independent proxy services, other independent sources, sub-advisers, company managements and shareholder groups as part of its decision-making process.

In most cases, any potential conflicts of interest involving Funds Management or any affiliate regarding a proxy are avoided through the strict and objective application of the Fund's voting guidelines. However, when the Proxy Committee is aware of a material conflict of interest regarding a matter that would otherwise be considered on a case-by-case basis by the Proxy Committee, the Proxy Committee shall address the material conflict by using any of the following methods: (i) instructing the proxy voting agent to vote in accordance with the recommendation it makes to its clients; (ii) disclosing the conflict to the Board and obtaining their consent before voting; (iii) submitting the matter to the Board to exercise its authority to vote on such matter; (iv) engaging an independent fiduciary who will direct the Proxy Committee on voting instructions for the proxy; (v) consulting with outside legal counsel for guidance on resolution of the conflict of interest; (vi) erecting information barriers around the person or persons making voting decisions; (vii) voting in proportion to other shareholders; or (viii) voting in other ways that are consistent with each Fund's obligation to vote in the best interests of its shareholders. Additionally, the Proxy Committee does not permit its votes to be influenced by any conflict of interest that exists for any other affiliated person of the Funds (such as a subadviser or principal underwriter) and the Proxy Committee votes all such matters without regard to the conflict. The Proxy Voting Procedures may reflect voting positions that differ from practices followed by other companies or subsidiaries of Wells Fargo & Company.

While Funds Management uses its best efforts to vote proxies, in certain circumstances it may be impractical or impossible for Funds Management to vote proxies (e.g., limited value or unjustifiable costs). For example, in accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting ("share blocking"). Due to these restrictions, Funds Management must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. As a result, Funds Management will generally not vote those proxies in the absence of an unusual, significant vote or compelling economic importance. Additionally, Funds Management may not be able to vote proxies for certain foreign securities if Funds Management does not receive the proxy statement in time to vote the proxies due to custodial processing delays.

As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote the proxy). However, if the Proxy Committee is aware of an item in time to recall the security and has determined in good faith that the importance of the matter to be voted upon outweighs the loss in lending revenue that would result from recalling the security (i.e., if there is a controversial upcoming merger or acquisition, or some other significant matter), the security will be recalled for voting.

Information regarding how the Funds voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30 may be obtained on the Funds' Web site at wellsfargoadvantagefunds.com or by accessing the SEC's Web site at sec.gov.

POLICIES AND PROCEDURES FOR DISCLOSURE OF FUND PORTFOLIO HOLDINGS

I. Scope of Policies and Procedures. The following policies and procedures (the "Procedures") govern the disclosure of portfolio holdings and any ongoing arrangements to make available information about portfolio holdings for the separate series of Wells Fargo Funds Trust ("Funds Trust"), Wells Fargo Master Trust ("Master Trust"), Wells Fargo Variable Trust ("Variable Trust") and Asset Allocation Trust (each of Funds Trust, Master Trust, Variable Trust and Asset Allocation Trust referred to collectively herein as the "Funds" or individually as the "Fund") now existing or hereafter created.

II. Disclosure Philosophy. The Funds have adopted these Procedures to ensure that the disclosure of a Fund's portfolio holdings is accomplished in a manner that is consistent with a Fund's fiduciary duty to its shareholders. For purposes of these Procedures, the term "portfolio holdings" means the stock, bonds and derivative positions held by a non-money market Fund and does not include the cash investments held by the Fund. For money market funds, the term "portfolio holdings" includes cash investments, such as investments in repurchase agreements.

Under no circumstances shall Funds Management or the Funds receive any compensation in return for the disclosure of information about a Fund's portfolio securities or for any ongoing arrangements to make available information about a Fund's portfolio securities.

III. Disclosure of Fund Portfolio Holdings. The complete portfolio holdings and top ten holdings information referenced below (except for the Funds of Master Trust, Variable Trust and Asset Allocation Trust) will be available on the Funds' website until updated for the next applicable period. Funds Management may withhold any portion of a Fund's portfolio holdings from online disclosure when deemed to be in the best interest of the Fund. Once holdings information has been posted on the website, it may be further disseminated without restriction.

A. Complete Holdings. The complete portfolio holdings for each Fund (except for money market funds, funds that operate as fund of funds and the specified Alternative Funds as defined below) shall be made publicly available monthly on the Funds' website (wellsfargo.com/advantagefunds), on a one-month delayed basis. Money market Fund portfolio holdings shall be made publicly available on the Fund's website, on a 1-day delayed basis. In addition to the foregoing, each money market Fund shall post on its website, for a period of not less than six months, beginning no later than the fifth business day of the month, a schedule of its investments, as of the last business day of the prior month, that includes the following information required by rule 2a-7(c)(12) under the Investment Company Act of 1940. The categories of information included on the website may differ slightly from what is included in the Funds' Statement of Investments.

B. Top Ten Holdings. Top ten holdings information (excluding derivative positions) for each Fund (except for money market funds and specified alternative funds) shall be made publicly available on the Funds' website on a monthly, seven-day or more delayed basis.

C. Fund of Funds Structures.
1. The underlying funds held by a Fund that operates as a fund of funds and invests exclusively in unaffiliated underlying funds or exclusively in a combination of affiliated and unaffiliated underlying funds (in both cases, an "unaffiliated fund of funds") shall be posted to the Funds' website on a monthly, one-month delayed basis.
2. The individual holdings of the underlying funds held by a Fund that operates as a fund of funds and invests exclusively in affiliated underlying funds (an "affiliated fund of funds") shall be posted to the Funds' website on a monthly, one-month delayed basis.
3. A change to the underlying funds held by an affiliated or unaffiliated fund of funds or changes in an affiliated or unaffiliated fund of funds' target allocations between or among its fixed-income and/or equity investments may be posted to the Funds' website simultaneous with the occurrence of the change.

D. Specified Alternative Funds.
Effective on or about December 31, 2014, the following holdings disclosure policy applies to the Wells Fargo Advantage Alternative Strategies Fund (the "Alternative Fund"):
1. Complete Holdings as of Fiscal Quarter Ends. As of each fiscal quarter end, the Alternative Fund's complete portfolio holdings shall be made publicly available quarterly on the Fund's website, on a one-month delayed basis.
2. Holdings as of Other Month Ends. As of each month end other than a month end that coincides with a fiscal quarter end, the Alternative Fund shall make publicly available monthly on the Fund's website, on a one-month delayed basis, the following: (i) all portfolio holdings held long other than any put options on equity securities; (ii) holdings in exchange-traded funds, treasury securities, futures contracts on treasury securities and futures contracts on indexes held short (collectively, the "Publicly Disclosed Short Positions"); and (iii) the aggregate dollar value of: (a) all other holdings held short, and (b) of any put options held long.
3. Top Ten Holdings. The Alternative Fund shall make publicly available on the Fund's website on a monthly, seven-day or more delayed basis information about its top ten holdings information, provided that the following holdings shall be excluded: (i) derivative positions; and (ii) short positions (other than any Publicly Disclosed Short Positions).

Furthermore, as required by the SEC, each Fund shall file its complete portfolio holdings schedule in public filings made with the SEC on a quarterly basis. Each Fund is required to file its complete portfolio schedules for the second and fourth fiscal quarter on Form N-CSR, and each Fund is required to file its complete portfolio schedules for the first and third fiscal quarters on From N-Q, in each instance within 60 days of the end of the Fund's fiscal quarter. Through Form N-CSR and Form N-Q filings made with the SEC, the Funds' full portfolio holdings will be publicly available to shareholders on a quarterly basis. Such filings shall be made on or shortly before the 60^th day following the end of a fiscal quarter. In addition, each money market Fund is required to file with the SEC by the fifth business day of each month, a report on Form N-MFP of portfolio holdings that is current as of the last business day of the previous month; the SEC makes each Form N-MFP publicly available on a delayed basis (presently 60 days after the end of the month to which the information in the report relates).

Each Fund's complete portfolio schedules for the second and fourth fiscal quarter, required to be filed on Form N-CSR, shall be delivered to shareholders in the Fund's semi- annual and annual reports. Each Fund's complete portfolio schedule for the first and third fiscal quarters, required to be filed on Form N-Q, will not be delivered to shareholders. Each Fund, however, shall include appropriate disclosure in its semi-annual and annual reports as to how a shareholder may obtain holdings information for the Fund's first and third fiscal quarters.

IV. List of Approved Recipients. The following list describes the limited circumstances in which a Fund's portfolio holdings may be disclosed to select third parties in advance of the monthly release on the Funds' website. In each instance, a determination will be made by Funds Management that such advance disclosure is supported by a legitimate business purpose and that the recipients, where feasible, are subject to an independent duty not to disclose or trade on the nonpublic information.

A. Sub-Advisers. Sub-advisers shall have full daily access to fund holdings for the Fund(s) for which they have direct management responsibility. Sub-advisers may also release and discuss portfolio holdings with various broker/dealers for purposes of analyzing the impact of existing and future market changes on the prices, availability/demand and liquidity of such securities, as well as for the purpose of assisting portfolio managers in the trading of such securities.

A new Fund sub-adviser may periodically receive full portfolio holdings information for such Fund from the date of Board approval through the date upon which they take over day-to- day investment management activities. Such disclosure will be subject to confidential treatment.

To perform investment risk management oversight functions, the investment risk management team (the "Team"), whose members are employees of the investment advisers affiliated with Wells Fargo & Co. ("Wells Fargo"), shall have full daily access to portfolio holdings of the Fund(s) managed by any sub-adviser that is an affiliated person of Wells Fargo whose portfolio management teams' investment risks are monitored by the Team.

B. Money Market Portfolio Management Team. The money market portfolio management team at Wells Capital Management Incorporated ("Wells Capital Management") shall have full daily access to daily transaction information across the Wells Fargo Advantage Funds for purposes of anticipating money market sweep activity which in turn helps to enhance liquidity management within the money market funds.

C. Funds Management/Wells Fargo Funds Distributor, LLC.
1. Funds Management personnel that deal directly with the processing, settlement, review, control, auditing, reporting, and/or valuation of portfolio trades shall have full daily access to Fund portfolio holdings through access to the fund accountant's system.
2. Funds Management personnel that deal directly with investment review and analysis of the Funds shall have full daily access to Fund portfolio holdings. through FactSet, a program that is used to, among other things, evaluate portfolio characteristics against available benchmarks.
3. Funds Management and Funds Distributor personnel may be given advance disclosure of any changes to the underlying funds in a fund of funds structure or changes in a Fund's target allocations that result in a shift between or among its fixed-income and/or equity investments.

D. External Servicing Agents. Appropriate personnel employed by entities that assist in the review and/or processing of Fund portfolio transactions, employed by the fund accounting agent, the custodian and the trading settlement desk at Wells Capital Management (only with respect to the Funds that Wells Capital Management sub-advises), shall have daily access to all Fund portfolio holdings. In addition, certain of the sub-advisers utilize the services of software provider Advent to assist with portfolio accounting and trade order management. In order to provide the contracted services to the sub-adviser, Advent may receive full daily portfolio holdings information directly from the Funds' accounting agent however, only for those Funds in which such sub-adviser provides investment advisory services. Funds Management also utilizes the services of Institutional Shareholder Services ("ISS") to assist with proxy voting. ISS may receive full Fund portfolio holdings on a weekly basis for the Funds for which it provides services.

E. Rating Agencies. Nationally Recognized Statistical Ratings Organizations ("NRSRO's") may receive full Fund holdings for rating purposes.

F. Reorganizations. Entities hired as trading advisors that assist with the analysis and trading associated with transitioning portfolios may receive full portfolio holdings of both the target fund and the acquiring fund. In addition, the portfolio managers of the target fund and acquiring fund may receive full portfolio holdings of the acquiring fund and target fund, respectively, in order to assist with aligning the portfolios prior to the closing date of the reorganization.

G. Investment Company Institute. The Investment Company Institute may receive information about full money market Fund holdings concurrently at the time each money market Fund files with the SEC a report on Form N-MFP.

V. Additions to List of Approved Recipients. Any additions to the list of approved recipients requires approval by the President, Chief Legal Officer and Chief Compliance Officer of the Funds based on a review of: (i) the type of fund involved; (ii) the purpose for receiving the holdings information; (iii) the intended use of the information; (iv) the frequency of the information to be provided; (v) the length of the lag, if any, between the date of the information and the date on which the information will be disclosed; (vi) the proposed recipient's relationship to the Funds; (vii) the ability of Funds Management to monitor that such information will be used by the proposed recipient in accordance with the stated purpose for the disclosure; (viii) whether a confidentiality agreement will be in place with such proposed recipient; and (ix) whether any potential conflicts exist regarding such disclosure between the interests of Fund shareholders, on the one hand, and those of the Fund's investment adviser, principal underwriter, or any affiliated person of the Fund.

VI. Funds Management Commentaries. Funds Management may disclose any views, opinions, judgments, advice or commentary, or any analytical, statistical, performance or other information in connection with or relating to a Fund or its portfolio holdings (including historical holdings information), or any changes to the portfolio holdings of a Fund. The portfolio commentary and statistical information may be provided to members of the press, shareholders in the Funds, persons considering investment in the Funds or representatives of such shareholders or potential shareholders. The content and nature of the information provided to each of these persons may differ.

Certain of the information described above will be included in periodic fund commentaries (e.g., quarterly, monthly, etc.) and will contain information that includes, among other things, top contributors/detractors from fund performance and significant portfolio changes during the relevant period (e.g., calendar quarter, month, etc.). This information will be posted contemporaneously with their distribution on the Funds' website.

No person shall receive any of the information described above if, in the sole judgment of Funds Management, the information could be used in a manner that would be harmful to the Funds.

VII. Board Approval. The Board shall review and reapprove these Procedures, including the list of approved recipients, as often as they deem appropriate, but not less often than annually, and making any changes that they deem appropriate.

VIII. Education Component. In order to promote strict compliance with these Procedures, Funds Management has informed its employees, and other parties possessing Fund portfolio holdings information (such as sub-advisers, the fund accounting agent and the custodian), of the limited circumstances in which the Funds' portfolio holdings may be disclosed in advance of the monthly disclosure on the Funds' website and the ramifications, including possible dismissal, if disclosure is made in contravention of these Procedures.

CAPITAL STOCK

The Fund is one series of the Trust in the Wells Fargo Advantage family of funds. The Trust was organized as a Delaware statutory trust on March 10, 1999.

Most of the Trust's series are authorized to issue multiple classes of shares, one class generally subject to a front-end sales charge and, in some cases, classes subject to a CDSC, that are offered to retail investors. Certain of the Trust's series also are authorized to issue other classes of shares, which are sold primarily to institutional investors. Each share in a series represents an equal, proportionate interest in the series with all other shares. Shareholders bear their pro rata portion of a series' operating expenses, except for certain class-specific expenses (e.g., any state securities registration fees, shareholder servicing fees or distribution fees that may be paid under Rule 12b-1) that are allocated to a particular class. Please contact Investor Services at 1-800-222-8222 if you would like additional information about other series or classes of shares offered.

With respect to matters affecting one class but not another, shareholders vote as a class; for example, the approval of a Plan. Subject to the foregoing, all shares of a Fund have equal voting rights and will be voted in the aggregate, and not by series, except where voting by a series is required by law or where the matter involved only affects one series. For example, a change in a Fund's fundamental investment policy affects only one series and would be voted upon only by shareholders of the Fund involved. Additionally, approval of an advisory agreement, since it affects only one Fund, is a matter to be determined separately by each series. Approval by the shareholders of one series is effective as to that series whether or not sufficient votes are received from the shareholders of the other series to approve the proposal as to those series.

As used in the Prospectus(es) and in this SAI, the term "majority," when referring to approvals to be obtained from shareholders of a class of shares of a Fund means the vote of the lesser of (i) 67% of the shares of the class represented at a meeting if the holders of more than 50% of the outstanding shares of the class are present in person or by proxy, or (ii) more than 50% of the outstanding shares of the class of the Fund. The term "majority," when referring to approvals to be obtained from shareholders of the Fund, means the vote of the lesser of (i) 67% of the shares of the Fund represented at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding shares of the Fund. The term "majority," when referring to the approvals to be obtained from shareholders of the Trust as a whole, means the vote of the lesser of (i) 67% of the Trust's shares represented at a meeting if the holders of more than 50% of the Trust's outstanding shares are present in person or by proxy, or (ii) more than 50% of the Trust's outstanding shares.

Shareholders are not entitled to any preemptive rights. All shares are issued in uncertificated form only, and, when issued will be fully paid and non-assessable by the Trust. The Trust may dispense with an annual meeting of shareholders in any year in which it is not required to elect Trustees under the 1940 Act.

Each share of a class of the Fund represents an equal proportional interest in the Fund with each other share of the same class and is entitled to such dividends and distributions out of the income earned on the assets belonging to the Fund as are declared in the discretion of the Trustees. In the event of the liquidation or dissolution of the Trust, shareholders of a Fund are entitled to receive the assets attributable to that Fund that are available for distribution, and a distribution of any general assets not attributable to a particular Fund that are available for distribution in such manner and on such basis as the Trustees in their sole discretion may determine.

Set forth below as of August 4, 2014 is the name, address and share ownership of each person with record ownership of 5% or more of a class of a Fund and, if applicable, each person known by the Trust to have beneficial ownership of 25% or more of the voting securities of the Fund as a whole. Except as identified below, no person with record ownership of 5% or more of a class of a Fund is known by the Trust to have beneficial ownership of such shares.

Principal Fund Holders
Absolute Return Fund Class A
American Enterprise Investment Svc 707 2nd Ave S Minneapolis, MN 55402-2405	27.59%
First Clearing LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523	18.90%
UBS WM USA Omni Account M/F Attn: Department Manager 1000 Harbor Blvd, 5th Floor Jersey City, NJ 07310	13.71%
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	7.31%
MLPF&S For The Sole Benefit of Its Customers Attn: Mutual Fund Administration 4800 Deer Lake Dr E, Floor 3 Jacksonville, FL 32246-6484	7.21%
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002	5.34%
Absolute Return Fund Class C
First Clearing LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523	30.93%
MLPF&S For the Sole Benefit of Its Customers Attn: Mutual Fund Administration 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484	18.53%
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2, 3rd Floor Jersey City, NJ 07311	11.94%
American Enterprise Investment Svc 707 2nd Ave S Minneapolis, MN 55402-2405	10.59%
Raymond James Omnibus for Mutual Funds House Account Firm Attn: Courtney Waller 880 Carillon Pkwy St Petersburg, Fl 33716-1100	8.21%
UBS WM USA Omni Account M/F Attn: Department Manager 1000 Harbor Blvd 5th Floor Jersey City, NJ 07310	5.45%
Absolute Return Fund Administrator Class
First Clearing LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523	28.64%
MLPF&S For the Sole Benefit Of Its Customers Attn: Fund Administration 4800 Deerlake Dr East, 3rd Fl Jacksonville, FL 32246-6484	20.73%
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311	16.65%
Raymond James Omnibus for Mutual Funds House Acct Firm Attn: Courtney Waller 880 Carillon Pkwy St. Petersburg, FL 33716-1100	7.15%
Charles Schwab & Co Inc Special Custody Acct Exclusively FBO the Customers 101 Montgomery St San Francisco, CA 94104-4151	5.95%
National Financial Services LLC For Exclusive Benefit of Our Customers Attn Mutual Fund Dept, 4th Fl 499 Washington Blvd Jersey City, NJ 07310-2010	5.08%
Absolute Return Fund Institutional Class
Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery St San Francisco, CA 94104-4151	37.03%
National Financial Services LLC For Exclusive Benefit of Our Customers Attn Mutual Fund Dept, 4th Fl 499 Washington Blvd Jersey City, NJ 07310-2010	16.00%
UBS WM USA Omni Account M/F Attn: Department Manager 1000 Harbor Blvd, 5th Floor Jersey City, NJ 07310	14.37%
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0002	6.91%

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. A controlling person's vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.

OTHER INFORMATION

The Trust's Registration Statement, including the Prospectus(es) and SAI for the Fund and the exhibits filed therewith, may be examined at the office of the SEC, located at 100 "F" Street NE, in Washington, D.C., 20549-0102. Statements contained in the Prospectus(es) or the SAI as to the contents of any contract or other document referred to herein or in the Prospectus(es) are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP has been selected as the independent registered public accounting firm for the Trust. KPMG LLP provides audit services, tax return preparation and assistance and consultation in connection with review of certain SEC filings. KPMG LLP's address is Two Financial Center, 60 South Street, Boston, MA 02111.

FINANCIAL INFORMATION

Audited financial statements for the Fund, which include the portfolios of investments and report of the independent registered public accounting firm, are hereby incorporated by reference into this document by reference to the Fund's Annual Report dated as of April 30, 2014.

CREDIT RATINGS

The ratings of Standard & Poor's ("S&P"), Moody's Investors Services ("Moody's"), Fitch Investor Services ("Fitch"), represent their opinion as to the quality of debt securities. It should be emphasized, however, that ratings are general and not absolute standards of quality, and debt securities with the same maturity, interest rate and rating may have different yields while debt securities of the same maturity and interest rate with different ratings may have the same yield. Subsequent to purchase by the Funds, an issue of debt securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Funds. The adviser will consider such an event in determining whether the Fund involved should continue to hold the obligation.

The following is a description of the ratings given by S&P, Fitch, and Moody's to corporate and municipal bonds and corporate and municipal commercial paper and variable rate demand obligations.

Corporate Bonds

S&P

S&P rates the long-term debt obligations issued by various entities in categories ranging from "AAA" to "D," according to quality, as described below. The first four ratings denote investment-grade securities. The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

AAA - This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity to pay interest and repay principal.

AA - Debt rated AA is considered to have a very strong capacity to pay interest and repay principal and differs from AAA issues only in a small degree.

A - Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than for those in higher-rated categories.

BB - Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments.

B - Debt rated B has greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.

CCC - Debt CCC is currently vulnerable and is dependent upon favorable business, financial, and economic conditions to meet timely interest and principal payments.

CC - Debt rated CC is currently highly vulnerable to nonpayment. Debt rated CC is subordinate to senior debt rated CCC.

C - Debt rated C is currently highly vulnerable to nonpayment. Debt rated C is subordinate to senior debt rated CCC-. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. Debt rated C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.

D - Debt rated D is currently in default, where payment of interest and/or repayment of principal is in arrears.

Moody's

Moody's rates the long-term debt obligations issued by various entities in categories ranging from "Aaa" to "C," according to quality, as described below. The first four denote investment-grade securities.

Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk, and interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group, such bonds comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

A - Bonds rated A possess many favorable investment attributes and are to be considered upper to medium investment-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa - Bonds rated Baa are considered medium-grade (and still investment-grade) obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not as well safeguarded during both good times and bad times over the future. Uncertainty of position characterizes bonds in this class.

B - Bonds rated B generally lack characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa - Bonds rated Caa are of poor standing. Issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca - Bonds rated Ca are speculative in a high degree. Such bonds are often in default or have other marked shortcomings.

C - Bonds rated C are the lowest rated class of bonds. Such bonds can be regarded as having extremely poor prospects of ever attaining any real investment standing.

Moody's applies numerical modifiers (1, 2 and 3) to rating categories. The modifier 1 indicates that the bond being rated ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the bond ranks in the lower end of its generic rating category. With regard to municipal bonds, those bonds in the Aa, A and Baa groups which Moody's believes possess the strongest investment attributes are designated by the symbols Aal, A1 or Baal, respectively.

Fitch

National Long-Term Credit Ratings. A special identifier for the country concerned will be added at the end of all national ratings. For illustrative purposes, (xxx) has been used, below.

AAA(xxx) - 'AAA' national ratings denote the highest rating assigned in its national rating scale for that country. This rating is assigned to the "best" credit risk relative to all other issuers or issues in the same country and will normally be assigned to all financial commitments issued or guaranteed by the sovereign state.

AA(xxx) - 'AA' national ratings denote a very strong credit risk relative to other issuers or issues in the same country. The credit risk inherent in these financial commitments differs only slightly from the country's highest rated issuers or issues.

A(xxx) - 'A' national ratings denote a strong credit risk relative to other issuers or issues in the same country. However, changes in circumstances or economic conditions may affect the capacity for timely repayment of these financial commitments to a greater degree than for financial commitments denoted by a higher rated category.

BBB(xxx) - 'BBB' national ratings denote an adequate credit risk relative to other issuers or issues in the same country. However, changes in circumstances or economic conditions are more likely to affect the capacity for timely repayment.

BB(xxx) - 'BB' national ratings denote a fairly weak credit risk relative to other issuers or issues in the same country. Within the context of the country, payment of these financial commitments is uncertain to dome degree and capacity for timely repayment remains more vulnerable to adverse economic change over time.

B(xxx) - 'B' national ratings denote a significantly weak credit risk relative to other issuers or issues in the same country. Financial commitments are currently being met but a limited margin of safety remains and capacity for continued timely payment is contingent upon a sustained, favorable business and economic environment.

CCC(xxx), CC(xxx), C(xxx) - These categories of national ratings denote an extremely weak credit risk relative to other issuers or issues in the same country. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments.

DDD(xxx), DD(xxx), D(xxx) - These categories of national ratings are assigned to entities or financial commitments which are currently in default.

Short-Term Issue Credit Ratings (including Commercial Paper)

S&P:

A-1 - Debt rated A-1 is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A-2 - Debt rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

A-3 - Debt rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B - Debt rated B is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

C - Debt rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D - Debt rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Moody's:

Prime-1: Issuers rated Prime-1 have a superior ability for repayment of senior short-term debt obligations.

Prime-2: Issuers rated Prime-2 have a strong ability to repay senior short-term debt obligations, but earnings trends, while sound, will be subject to more variation.

Prime-3: Issuers rated Prime-3 have acceptable credit quality and an adequate capacity for timely payment of shortterm deposit obligations.

Not Prime: Issuers rated Not Prime have questionable to poor credit quality and an uncertain capacity for timely payment of short-term deposit obligations.

Fitch

National Short -Term Credit Ratings. A special identifier for the country concerned will be added at the end of all national ratings. For illustrative purposes, (xxx) has been used, below.

F1(xxx) - Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Under their national rating scale, this rating is assigned to the"best" credit risk relative to all others in the same country and is normally assigned to all financial commitments issued or guaranteed by the sovereign state. Where the credit risk is particularly strong , a "+" is added to the assigned rating.

F2(xxx) - Indicates a satisfactory capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, the margin of safety is not as great as in the case of the higher ratings.

F3(xxx) - Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, such capacity is more susceptible to near-term adverse changes than for financial commitments in higher rated categories.

B(xxx) - Indicates an uncertain capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Such capacity is highly susceptible to near-term adverse changes in financial and economic conditions.

C(xxx) - Indicates a highly uncertain capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Capacity or meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D(xxx) - Indicates actual or imminent payment default.

Note to National Short-Term ratings: In certain countries, regulators have established credit rating scales, to be used within their domestic markets, using specific nomenclature. In these countries, our National Short-Term Ratings definitions for F1+(xxx), F1(xxx), F2(xxx) and F3(xxx) may be substituted by those regulatory scales, e.g. A1+, A1, A2 and A3.

Variable Rate Demand Obligations

S&P:

SP-1 - Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2 - Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 - Speculative capacity to pay principal and interest.

Moody's:

VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

WELLS FARGO FUNDS TRUST
FILE NOS. 333-74295; 811-09253

PART C
OTHER INFORMATION

Item 28. Exhibits

Unless otherwise indicated, each of the Exhibits listed below is filed herewith.

Number	Exhibit Description	Location
(a)	Amended and Restated Declaration of Trust	Incorporated by reference to Post-Effective Amendment No. 274, filed December 26, 2012.
(b)	Not applicable
(c)	Not applicable
(d)(1)	Amended and Restated Investment Advisory Agreement with Wells Fargo Funds Management, LLC	Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012; Schedule A, filed herewith.
(d)(2)	Investment Management Agreement with Wells Fargo Funds Management, LLC (Absolute Return Fund)	Incorporated by reference to Post-Effective Amendment No. 235, filed February 29, 2012; Schedule A, incorporated by reference to Post-Effective Amendment No. 343, filed April 24, 2014.
(d)(3)	Amended and Restated Fee and Expense Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, LLC	Incorporated by reference to Post-Effective Amendment No. 136, filed April 30, 2009; Schedule A, filed herewith.
(d)(4)	Investment Sub-Advisory Agreement with Schroder Investment Management North America Inc.	Incorporated by reference to Post-Effective Amendment No. 20, filed May 1, 2001; Schedule A, incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005.
(d)(5)	Amended and Restated Investment Sub-Advisory Agreement with Wells Capital Management Incorporated	Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012; Appendix A and Schedule A, filed herewith.
(d)(6)	Investment Sub-Advisory Agreement with RCM Capital Management LLC (formerly Dresdner RCM Global Investors, LLC) and Novation of Sub-Advisory Agreement substituting Allianz Global Investors, U.S. LLC for RCM Capital Management LLC	Incorporated by reference to Post-Effective Amendment No. 32, filed February 8, 2002; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 307, filed July 26, 2013; Novation of Sub-Advisory Agreement, incorporated by reference to Post-Effective Amendment No. 307, filed July 26, 2013.
(d)(7)	Investment Sub-Advisory Agreement with Global Index Advisors, Inc.	Incorporated by reference to Post-Effective Amendment No. 347, filed May 30, 2014.
(d)(8)	Investment Sub-Advisory Agreement with LSV Asset Management	Incorporated by reference to Post-Effective Amendment No. 147, filed January 28, 2010; Appendix A and Appendix B, incorporated by reference to Post-Effective Amendment No. 156, filed April 30, 2010.
(d)(9)	Investment Sub-Advisory Agreement with Cooke & Bieler, L.P.	Incorporated by reference to Post-Effective Amendment No. 74, filed July 26, 2004; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 295, filed April 23, 2013.
(d)(10)	Sub-Advisory Agreement with Phocas Financial Corporation	Incorporated by reference to Post-Effective Amendment No. 122, filed March 21, 2008.
(d)(11)	Amended and Restated Sub-Advisory Agreement with First International Advisors, LLC	Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.
(d)(12)	Amended and Restated Sub-Advisory Agreement with Metropolitan West Capital Management, LLC	Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.
(d)(13)	Amended and Restated Sub-Advisory Agreement with Golden Capital Management, LLC	Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.
(d)(14)	Sub-Advisory Agreement with Crow Point Partners, LLC	Incorporated by reference to Post-Effective Amendment No. 169, filed July 16, 2010.
(d)(15)	Sub-Advisory Agreement with Artisan Partners, LP	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(d)(16)	Amended and Restated Sub-Advisory Agreement with Wells Fargo Bank, N.A. d/b/a Wells Capital Management Singapore	Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.
(d)(17)	Sub-Advisory Agreement with The Rock Creek Group, LP	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(d)(18)	Sub-Advisory Agreement with Chilton Investment Company, LLC	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(d)(19)	Sub-Advisory Agreement with Mellon Capital Management Corporation	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(d)(20)	Sub-Advisory Agreement with Passport Capital, LLC	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(d)(21)	Sub-Advisory Agreement with River Canyon Fund Management LLC	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(d)(22)	Sub-Advisory Agreement with Sirios Capital Management, L.P.	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(d)(23)	Sub-Advisory Agreement with Wellington Management Company, LLP	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(d)(24)	Sub-Advisory Agreement with Pine River Capital Management L.P.	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(e)	Distribution Agreement with Wells Fargo Funds Distributor, LLC	Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014; Schedule I filed herewith.
(f)	Not applicable
(g)(1)	Securities Lending Agency Agreement by and among Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Funds Management, LLC and Goldman Sachs Bank USA	Incorporated by reference to Post-Effective Amendment No. 163, filed June 28, 2010; Fifth Amendment incorporated by reference to Post-Effective Amendment No. 174, filed October 27, 2010; Schedule 2, First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Sixth Amendment incorporated by reference to Post-Effective Amendment No. 177, filed January 28, 2011; Seventh Amendment, incorporated by reference to Post-Effective Amendment No. 200, filed June 24, 2011; Eighth Amendment incorporated by reference to Post-Effective Amendment No. 237 filed March 16, 2012; Ninth Amendment incorporated by reference to Post-Effective Amendment No. 274, filed December 26, 2012; Tenth Amendment, incorporated by reference to Post-Effective Amendment No. 295, filed April 23, 2013; Eleventh Amendment, incorporated by reference to Post-Effective Amendment No. 310 filed on September 24, 2013. Appendix A, incorporated by reference to Post-Effective Amendment No. 310 filed on September 24, 2013.
(g)(2)	Master Custodian Agreement with State Street Bank and Trust Company	Incorporated by reference to Post-Effective Amendment No. 139, filed September 28, 2009; Appendix A, filed herewith.
(h)(1)	Administration Agreement with Wells Fargo Funds Management, LLC	Incorporated by reference to Post-Effective Amendment No. 65, filed August 15, 2003; Schedule A, incorporated by reference to Post-Effective Amendment No. 324, filed December 24, 2013; Appendix A, filed herewith.
(h)(2)	Transfer Agency and Service Agreement with Boston Financial Data Services, Inc.	Incorporated by reference to Post-Effective Amendment No. 92, filed May 1, 2006; Schedule A, filed herewith.
(h)(3)	Shareholder Servicing Plan	Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014; Appendix A filed herewith.
(h)(4)	Administrative and Shareholder Servicing Agreement, Form of Agreement	Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.
(i)	Legal Opinion	Filed herewith.
(j)(A)	Consent of Independent Auditors	Filed herewith.
(j)(1)	Power of Attorney, Peter G. Gordon	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(2)	Power of Attorney, Timothy J. Penny	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(3)	Power of Attorney, Donald C. Willeke	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(4)	Power of Attorney, Karla M. Rabusch	Incorporated by reference to Post-Effective Amendment No. 72, filed June 30, 2004.
(j)(5)	Power of Attorney, Olivia S. Mitchell	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(6)	Power of Attorney, Judith M. Johnson	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(7)	Power of Attorney, Isaiah Harris, Jr.	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(8)	Power of Attorney, David F. Larcker	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(9)	Power of Attorney, Michael S. Scofield	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(10)	Power of Attorney, Leroy J. Keith, Jr.	Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.
(j)(11)	Power of Attorney, Nancy Wiser	Incorporated by reference to Post-Effective Amendment No. 254, filed September 4, 2012.
(j)(12)	Power of Attorney, Jeremy DePalma	Incorporated by reference to Post-Effective Amendment No. 266, filed November 16, 2012.
(k)	Not applicable
(l)	Not applicable
(m)	Distribution Plan	Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014; Appendix A, filed herewith.
(n)	Rule 18f-3 Multi-Class Plan	Incorporated by reference to Post-Effective Amendment No. 255, filed September 12, 2012; Appendices A and B filed herewith.
(o)	Not applicable
(p)(1)	Joint Code of Ethics for Asset Allocation Trust, Wells Fargo Advantage Global Dividend Opportunity Fund, Wells Fargo Advantage Income Opportunities Fund, Wells Fargo Advantage Multi-Sector Income Fund, Wells Fargo Advantage Utilities & High Income Fund, Wells Fargo Funds Trust, Wells Fargo Master Trust, and Wells Fargo Variable Trust	Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.
(p)(2)	Joint Code of Ethics for Wells Fargo Funds Management, LLC and Wells Fargo Funds Distributor, LLC	Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.
(p)(3)	Allianz Global Investors U.S. LLC (formerly RCM Capital Management, LLC) Code of Ethics	Filed herewith.
(p)(4)	Schroder Investment Management North America Inc. Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 320, filed November 22, 2013.
(p)(5)	Joint Code of Ethics of Wells Capital Management Incorporated and Wells Fargo Bank N.A. d/b/a Wells Capital Management Singapore	Incorporated by reference to Post-Effective Amendment No. 255, filed September 12, 2012.
(p)(6)	LSV Asset Management Code of Ethics and Personal Trading Policy	Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.
(p)(7)	Cooke & Bieler, L.P. Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.
(p)(8)	Artisan Partners Limited Partnership Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 310 filed on September 24, 2013.
(p)(9)	Global Index Advisors, Inc. Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 200, filed June 24, 2011.
(p)(10)	Phocas Financial Corporation, Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.
(p)(11)	First International Advisors, LLC Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 200, filed June 24, 2011.
(p)(12)	Metropolitan West Capital Management, LLC Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 304, filed June 26, 2013.
(p)(13)	Golden Capital Management, LLC Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 349, filed June 25, 2014.
(p)(14)	Crow Point Partners, LLC Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 349, filed June 25, 2014.
(p)(15)	The Rock Creek Group, LP Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.
(p)(16)	Chilton Investment Company, LLC Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 349, filed June 25, 2014.
(p)(17)	Mellon Capital Management Corporation Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(p)(18)	Passport Capital, LLC Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(p)(19)	River Canyon Fund Management LLC Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(p)(20)	Sirios Capital Management, L.P. Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 349, filed June 25, 2014.
(p)(21)	Wellington Management Company, LLP Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 341, filed March 28, 2014.
(p)(22)	Pine River Capital Management L.P. Code of Ethics	Incorporated by reference to Post-Effective Amendment No. 335, filed February 25, 2014.

Item 29. Persons Controlled by or Under Common Control with Registrant.

Registrant believes that no person is controlled by or under common control with Registrant.

Item 30. Indemnification.

Article IX of the Registrant's Declaration of Trust limits the liability and, in certain instances, provides for mandatory indemnification of the Registrant's Trustees, officers, employees, agents and holders of beneficial interests in the Trust. In addition, the Trustees are empowered under Article III, Section 1(t) of the Registrant's Declaration of Trust to obtain such insurance policies as they deem necessary.

Item 31. Business and Other Connections of the Investment Adviser.

(a) Effective March 1, 2001, Wells Fargo Funds Management, LLC ("Funds Management") assumed investment advisory responsibilities for each of the Funds. For providing these services, Funds Management is entitled to receive fees at the same annual rates as were applicable under the advisory contract with Wells Fargo Bank, N.A. ("Wells Fargo Bank"). Funds Management, an indirect, wholly owned subsidiary of Wells Fargo & Company, was created to succeed to the mutual fund advisory responsibilities of Wells Fargo Bank in early 2001.

To the knowledge of Registrant, none of the directors or officers of Funds Management is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature, except that they also hold various positions with and engage in business for Wells Fargo Bank.

(b) Global Index Advisors, Inc. ("GIA"), serves as a sub-adviser to various Funds of Wells Fargo Funds Trust (the "Trust"). The descriptions of GIA in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of GIA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(c) Wells Capital Management Incorporated ("Wells Capital Management"), a wholly owned subsidiary of Wells Fargo Bank, serves as sub-adviser to various Funds of the Trust. The descriptions of Wells Capital Management in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Wells Capital Management is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(d) Schroder Investment Management North America Inc. ("Schroder"), serves as sub-adviser to various funds of the Trust. The descriptions of Schroder in Parts A and B of the Registration Statement are incorporated by reference herein. Schroder Capital Management International Limited ("Schroder Ltd.") is a United Kingdom affiliate of Schroder which provides investment management services to international clients located principally in the United States. Schroder Ltd. and Schroder p.l.c. are located at 31 Gresham St., London ECZV 7QA, United Kingdom. To the knowledge of the Registrant, none of the directors or officers of Schroder is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(e) Allianz Global Investors U.S. LLC ("Allianz") (formerly RCM Capital Management, LLC), serves as sub-adviser for various funds of the Trust. The descriptions of Allianz in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Allianz is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(f) LSV Asset Management ("LSV") serves as sub-adviser to various funds of the Trust. The descriptions of LSV in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of LSV is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(g) Cooke & Bieler, L.P. ("Cooke & Bieler") serves as sub-adviser for various funds of the Trust. The descriptions of Cooke & Bieler in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Cooke & Bieler is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(h) Artisan Partners Limited Partnership ("Artisan") serves as sub-adviser for various funds of the Trust. The descriptions of Artisan in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Artisan is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(i) Phocas Financial Corporation ("Phocas") serves as sub-adviser for various funds of the Trust. The descriptions of Phocas in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Phocas is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(j) First International Advisors, LLC an indirect wholly-owned subsidiary of Wells Fargo & Company, serves as sub-adviser for various funds of the Trust. The descriptions of First International Advisors in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of the sub-adviser is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(k) Metropolitan West Capital Management, LLC ("MWCM") an indirect subsidiary of Wells Fargo & Company, serves as sub-adviser various funds of the Trust. The descriptions of MWCM in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of MWCM is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(l) Golden Capital Management, LLC ("Golden") an indirect wholly-owned subsidiary of Wells Fargo & Company, serves as sub-adviser for various funds of the Trust. The descriptions of Golden in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Golden is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(m) Crow Point Partners, LLC ("Crow Point") serves as sub-adviser for various funds of the Trust. The descriptions of Crow Point in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Crow Point is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(n) Wells Capital Management Singapore, a separately identifiable division of Wells Fargo Bank, N.A., serves as sub-adviser for various funds of the Trust. The descriptions of Wells Capital Management Singapore in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Wells Capital Management Singapore is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.

(o) The Rock Creek Group, LP ("Rock Creek") serves as sub-adviser for various funds of the Trust. The descriptions of Rock Creek in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Rock Creek is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(p) Chilton Investment Company, LLC ("Chilton Investment Company") serves as sub-adviser for various funds of the Trust. The descriptions of Chilton Investment Company in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Chilton Investment Company is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(q) Mellon Capital Management Corporation ("Mellon Capital") serves as sub-adviser for various funds of the Trust. The descriptions of Mellon Capital in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Mellon Capital is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(r) Passport Capital, LLC ("Passport Capital") serves as sub-adviser for various funds of the Trust. The descriptions of Passport Capital in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Passport Capital is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(s) River Canyon Fund Management LLC ("River Canyon") serves as sub-adviser for various funds of the Trust. The descriptions of River Canyon in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of River Canyon is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(t) Sirios Capital Management, L.P. ("Sirios") serves as sub-adviser for various funds of the Trust. The descriptions of Sirios in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Sirios is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(u) Wellington Management Company, LLP ("Wellington Management") serves as sub-adviser for various funds of the Trust. The descriptions of Wellington Management in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Wellington Management is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

(v) Pine River Capital Management L.P. ("Pine River") serves as sub-adviser for various funds of the Trust. The descriptions of Pine River in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Pine River is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.

Item 32. Principal Underwriter.

(a) Wells Fargo Funds Distributor, LLC, distributor for the Registrant, also acts as principal underwriter for Wells Fargo Variable Trust, and is the exclusive placement agent for Wells Fargo Master Trust, both of which are registered open-end management investment companies.

(b) The following table provides information for each director and officer of Wells Fargo Funds Distributor, LLC.

Name	Positions and Offices with Underwriter	Positions and Offices with Fund
Karla M. Rabusch Wells Fargo Funds Management, LLC 525 Market Street, 12th Floor San Francisco, CA 94105	Chairman of the Board	President
Wayne Badorf Wells Fargo Funds Distributor, LLC 525 Market Street, 12th Floor San Francisco, CA 94105	Director, President	None
A. Erdem Cimen Wells Fargo Funds Management, LLC 525 Market Street, 12th Floor San Francisco, CA 94105	Director, Financial Operations Officer (FINOP)	None
Nicole E. Gallo Wells Fargo Funds Distributor, LLC 525 Market Street, 12th Floor San Francisco, CA 94105	Anti-Money Laundering Compliance Officer	Anti-Money Laundering Compliance Officer
Andrew Owen Wells Fargo Asset Management Group 525 Market Street, 12th Floor San Francisco, CA 94105	Director	None
Debra Ann Early Wells Fargo Funds Distributor, LLC 525 Market Street, 12th Floor San Francisco, CA 94105	Chief Compliance Officer	Chief Compliance Officer
Michael H. Koonce Wells Fargo Bank, N.A. 200 Berkeley Street, 21st Floor Boston, MA 02116	Secretary	None

Item 33. Location of Accounts and Records.

(a) The Registrant maintains accounts, books and other documents required by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder (collectively, "Records") at the offices of Wells Fargo Funds Management, LLC, 525 Market Street, 12th Floor, San Francisco, CA 94105.

(b) Wells Fargo Funds Management, LLC maintains all Records relating to its services as investment adviser and administrator at 525 Market Street, 12th Floor, San Francisco, CA 94105.

(c) Boston Financial Data Services, Inc. maintains all Records relating to its services as transfer agent at Two Heritage Drive, Quincy, Massachusetts 02171.

(d) Global Index Advisors, Inc. maintains all Records relating to their services as sub-adviser at 29 North Park Square NE, Suite 201, Marietta, GA 30060.

(e) Wells Fargo Funds Distributor, LLC maintains all Records relating to its services as distributor at 525 Market Street, 12th Floor, San Francisco, CA 94105.

(f) Wells Fargo Bank, N.A. (formerly Wells Fargo Bank Minnesota, N.A.) maintains all Records relating to its services as former custodian at 6th & Marquette, Minneapolis, MN 55479-0040.

(g) Wells Capital Management Incorporated maintains all Records relating to its services as investment sub-adviser at 525 Market Street, 10th Floor, San Francisco, CA 94105.

(h) Schroder Investment Management North America Inc. maintains all Records relating to its services as investment sub-adviser at 875 Third Avenue, 22nd Floor, New York, New York 10022.

(i) Allianz Global Investors U.S. LLC (formerly RCM Capital Management, LLC) maintains all Records relating to its services as investment sub-adviser at 555 Mission Street Suite 1700, San Francisco, CA 94105.

(j) LSV Asset Management maintains all Records relating to its services as investment sub-adviser at One North Wacker Drive, Suite 4000, Chicago, Illinois 60606.

(k) Cooke & Bieler, L.P. maintains all Records relating to its services as investment sub-adviser at 1700 Market Street, Philadelphia, PA 19103.

(l) Artisan Partners Limited Partnership maintains all Records relating to its services as investment sub-adviser at 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.

(m) Phocas Financial Corporation maintains all Records relating to its services as investment sub-adviser at 980 Atlantic Avenue, Suite 106, Alameda, California 94501.

(n) First International Advisors, LLC maintains all Records relating to its services as investment sub-adviser at One Plantation Place, 30 Fenchurch, London, England, EC3M 3BD.

(o) Metropolitan West Capital Management, LLC maintains all Records relating to its services as investment sub-adviser at 610 Newport Center Drive, Suite 1000, Newport Beach, CA 92660.

(p) Golden Capital Management, LLC maintains all Records relating to its services as investment sub-adviser at 5 Resource Square, Suite 150, 10715 David Taylor Drive, Charlotte, North Carolina 28262.

(q) Crow Point Partners, LLC maintains all Records relating to its services as investment sub-adviser at 25 Recreation Park Drive, Suite 110, Hingham, Massachusetts 02043.

(r) Wells Fargo Bank, N.A. d/b/a Wells Capital Management Singapore maintains all Records relating to its services as investment sub-adviser at 26/F, 80 Raffles Place, 20/21, UOB Plaza, Singapore 048624.

(s) Rock Creek maintains all Records relating to its services as investment sub-adviser at 1133 Connecticut Ave., N.W., Suite 810, Washington, DC 20036.

(t) Chilton Investment Company maintains all Records relating to its services as investment sub-adviser at 1290 East Main Street, Stamford, CT, 06902.

(u) Mellon Capital maintains all Records relating to its services as investment sub-adviser at 50 Fremont Street, Suite 3900, San Francisco, CA 94105.

(v) Passport Capital maintains all Records relating to its services as investment sub-adviser at One Market Street, San Francisco, CA 94105.

(w) River Canyon maintains all Records relating to its services as investment sub-adviser at 2000 Avenue of the Stars, Los Angeles, CA 90067.

(x) Sirios maintains all Records relating to its services as investment sub-adviser at One International Place, Boston, MA 02110.

(y) Wellington Management maintains all Records relating to its services as investment sub-adviser at 280 Congress Street, Boston, MA 02210.

(z) State Street Bank and Trust Company maintains all Records relating to its services as custodian and fund accountant at 1 Iron Street, Boston, Massachusetts 02210.

(aa) Pine River Capital Management L.P. maintains all Records relating to its services as investment sub-adviser at 601 Carlson Parkway Suite, 330, Minnetonka, MN 55305.

Item 34. Management Services.

Other than as set forth under the captions "Organization and Management of the Funds" in the Prospectuses constituting Part A of this Registration Statement and "Management" in the Statement of Additional Information constituting Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.

Item 35. Undertakings.

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement on Form N-1A, pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized in the City of San Francisco, State of California on the 27th day of August, 2014.

WELLS FARGO FUNDS TRUST

By: /s/ C. David Messman
--------------------
C. David Messman
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 355 to its Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the date indicated:

/s/ Peter G. Gordon Peter G. Gordon* Trustee	/s/ Isaiah Harris, Jr. Isaiah Harris, Jr.* Trustee	/s/ Judith M. Johnson Judith M. Johnson* Trustee
/s/ David F. Larcker David F. Larcker* Trustee	/s/ Olivia S. Mitchell Olivia S. Mitchell* Trustee	/s/ Timothy J. Penny Timothy J. Penny* Trustee
/s/ Donald C. Willeke Donald C. Willeke* Trustee	/s/ Michael S. Scofield Michael S. Scofield* Trustee	/s/ Leroy J. Keith, Jr. Leroy J. Keith, Jr.* Trustee
/s/ Karla M. Rabusch Karla M. Rabusch* President (Principal Executive Officer)	/s/ Jeremy M. DePalma Jeremy M. DePalma* Treasurer (Principal Financial Officer)

*By: /s/ C. David Messman
C. David Messman
As Attorney-in-Fact
August 27, 2014

Exhibit No.	Exhibits
(d)(1)	Schedule A to Amended and Restated Investment Advisory Agreement with Wells Fargo Funds Management, LLC
(d)(3)	Schedule A to Amended and Restated Fee and Expense Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, LLC
(d)(5)	Appendix A and Schedule A to Amended and Restated Investment Sub-Advisory Agreement with Wells Capital Management Incorporated
(e)	Schedule I to Distribution Agreement with Wells Fargo Funds Distributor, LLC
(g)(2)	Appendix A to Master Custodian Agreement with State Street Bank and Trust Company
(h)(1)	Appendix A to Administration Agreement with Wells Fargo Funds Management, LLC
(h)(2)	Schedule A to Transfer Agency and Service Agreement with Boston Financial Data Services, Inc.
(h)(3)	Appendix A to Shareholder Servicing Plan
(i)	Legal Opinion
(j)(A)	Consent of Independent Auditors
(m)	Appendix A to Distribution Plan
(n)	Appendices A and B to Rule 18f-3 Multi-Class Plan
(p)(3)	Allianz Global Investors U.S. LLC (formerly RCM Capital Management, LLC) Code of Ethics

EX-99.D ADVSR CONTR 3 doneadvisory.htm SCHEDULE A TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT WITH WELLS FARGO FUNDS MANAGEMENT, LLC

SCHEDULE A

WELLS FARGO FUNDS MANAGEMENT

INVESTMENT ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

Wells Fargo Funds Trust

Fee as % of Avg. Daily Net Asset Value

Adjustable Rate Government Fund

First 1B

Next 4B

Next 3B

Over 8B

0.30

0.275

0.25

0.225

Alternative Strategies Fund

First 500M

Next 500M

Next 1B

Next 2B

Over 4B

1.80

1.75

1.70

1.68

1.65

Asia Pacific Fund

First 500M

Next 500M

Next 1B

Next 2B

Over 4B

0.95

0.90

0.85

0.825

0.80

C&B Mid Cap Value Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.70

0.675

0.65

0.625

0.60

C&B Large Cap Value Fund

0.00^±

California Limited-Term Tax-Free Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35
0.325

0.30

0.275

0.25

California Municipal Money Market Fund

0.10

California Tax-Free Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35
0.325

0.30

0.275

0.25

Capital Growth Fund¹

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.65

0.625

0.60

0.575

0.55

Cash Investment Money Market Fund

0.10

Colorado Tax-Free Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35
0.325

0.30

0.275

0.25

Common Stock Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.75

0.70

0.65

0.625

0.60

Conservative Income Fund

First 1B

Next 4B

Over 5B

0.20

0.175

0.15

Core Bond Fund

0.00^±

Disciplined U.S. Core Fund

First 1B

Next 4B

Over 5B

0.30

0.275

0.25

Discovery Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.75

0.70

0.65

0.625

0.60

Diversified Capital Builder Fund

First 500M
Next 500M

Next 2B

Over 5B

0.60

0.55

0.50

0.475

0.45

Diversified Equity Fund

First 500M

Next 500M

Next 2B

Over 3B

0.25

0.23

0.21

0.19

Diversified Income Builder Fund

First 500M
Next 500M

Next 2B

Over 5B

0.50

0.475

0.45

0.425

0.40

Diversified International Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.85

0.80

0.75

0.725

0.70

Dow Jones Target Today Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2010 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2015 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2020 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2025 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2030 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2035 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2040 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2045 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2050 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Dow Jones Target 2055 Fund

First 500M
Next 500M

Next 2B

Over 5B

0.25

0.23

0.21

0.19

0.17

Emerging Growth Fund

0.00^±

Emerging Markets Equity Fund²

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

1.10

1.05

1.00

0.975

0.950

Emerging Markets Equity Income Fund³

First 500M

Next 500M

Next 1B

Next 2B

Over 4B

1.10

1.05

1.00

0.975

0.95

Emerging Markets Equity Select Fund

First 500M

Next 500M

Next 1B

Next 2B

Over 4B

1.00

0.975

0.95

0.925

0.90

Emerging Markets Local Bond Fund

First 500M

Next 500M

Next 2B

Over 5B

0.65

0.625

0.60

0.575

0.55

Endeavor Select Fund⁴

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.65

0.625

0.60

0.575

0.55

Enterprise Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.70

0.675

0.65

0.625

0.60

Global Long/Short Fund⁵

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

1.25

1.20

1.15

1.125

1.10

Global Opportunities Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.90

0.875

0.85

0.825

0.80

Government Money Market Fund

0.10

Government Securities Fund

First 500M
Next 500M

Next 2B

Over 5B

0.40

0.375

0.35

0.325

0.30

Growth Balanced Fund

First 500M

Next 500M

Next 2B

Over 3B

0.25

0.23

0.21

0.19

Growth Fund⁶

First 500M
Next 500M

Next 1B

Next 2B

Next 4B

Over 12B

0.75

0.70

0.65

0.625

0.60

0.575

0.55

Heritage Money Market Fund

0.10

High Income Fund

First 500M
Next 500M

Next 2B

Over 5B

0.50
0.475

0.45

0.425

0.40

High Yield Bond Fund

First 500M
Next 500M

Next 2B

Over 5B

0.50

0.475

0.45

0.425

0.40

High Yield Municipal Bond Fund

First 500M
Next 500M

Next 2B

Over 5B

0.45

0.425

0.40

0.375

0.35

Income Plus Fund

First 500M

Next 500M

Next 2B

Over 5B

0.40
0.375

0.35

0.325

0.30

Index Asset Allocation Fund

First 500M

Next 500M

Next 2B

Over 5B

0.60

0.55

0.50

0.475

0.450

Index Fund

0.00^±

Inflation-Protected Bond Fund⁷

0.00^±

Intermediate Tax/AMT Free Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35
0.325

0.30

0.275

0.25

International Bond Fund

First 500M
Next 500M

Next 2B

Over 5B

0.55

0.525

0.50

0.475

0.45

International Equity Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.85

0.80

0.75

0.725

0.70

International Value Fund

0.00^±

Intrinsic Small Cap Value Fund

First 500M
Next 500M

Next 1B

Over 4B

0.80
0.775

0.75

0.725

0.70

0.68

Intrinsic Value Fund⁸

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.65

0.625

0.60

0.575

0.55

Intrinsic World Equity Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.80

0.75

0.70

0.675

0.65

Large Cap Core Fund⁹

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.65

0.625

0.60

0.575

0.55

Large Cap Growth Fund¹⁰

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.65

0.625

0.60

0.575

0.55

Large Company Value Fund¹¹

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.65

0.625

0.60

0.575

0.55

Managed Account CoreBuilder Shares Series M

0.00

Minnesota Tax-Free Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35
0.325

0.30

0.275

0.25

Moderate Balanced Fund

First 500M

Next 500M

Next 2B

Over 3B

0.25

0.23

0.21

0.19

Money Market Fund

First 1B

Next 4B

Next 10B

Over 25B

0.30

0.275

0.25

0.225

0.20

Municipal Bond Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35

0.325

0.30

0.275

0.25

Municipal Cash Management Money Market Fund

0.10

Municipal Money Market Fund

First 1B

Next 4B

Next 10B

Over 25B

0.30

0.275

0.25

0.225

0.20

National Tax-Free Money Market Fund

0.10

North Carolina Tax-Free Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35

0.325

0.30

0.275

0.25

Omega Growth Fund¹²

First 500M
Next 500M

Next 1B

Next 2B

Next 4B

Over 12B

0.75

0.70

0.65

0.625

0.60

0.575

0.55

Opportunity Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.70

0.675

0.65

0.625

0.60

Pennsylvania Tax-Free Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35

0.325

0.30

0.275

0.25

Precious Metals Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.60

0.55

0.50

0.475

0.45

Premier Large Company Growth Fund¹³

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.65

0.625

0.60

0.575

0.55

Short Duration Government Bond Fund

First 1B
Next 4B

Next 3B

Over 8B

0.30
0.275

0.25

0.225

Short-Term Bond Fund

First 1B
Next 4B

Next 3B

Over 8B

0.30
0.275

0.25

0.225

Short-Term High Yield Bond Fund

First 500M
Next 500M

Next 2B

Over 5B

0.45

0.425

0.40

0.375

0.35

Short-Term Municipal Bond Fund

First 1B
Next 4B

Next 3B

Over 8B

0.30

0.275

0.25

0.225

Small Cap Opportunities Fund

First 500M
Next 500M

Next 1B

Over 4B

0.80
0.775

0.75

0.725

0.70

0.68

Small Cap Value Fund

First 500M
Next 500M

Next 1B

Over 4B

0.80
0.775

0.75

0.725

0.70

0.68

Small Company Growth Fund

0.00^±

Small Company Value Fund

0.00^±

Small/Mid Cap Value Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.75
0.70

0.65

0.625

0.60

Special Mid Cap Value Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.70

0.675

0.65

0.625

0.60

Special Small Cap Value Fund

First 500M
Next 500M

Next 1B

Over 4B

0.80

0.775

0.75

0.725

0.70

0.68

Specialized Technology Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.85
0.825

0.80

0.775

0.75

Strategic Income Fund

First 500M
Next 500M

Next 2B

Over 5B

0.475

0.45

0.425

0.40

0.375

Strategic Municipal Bond Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35

0.325

0.30

0.275

0.25

Traditional Small Cap Growth Fund

First 500M
Next 500M

Next 1B

Over 4B

0.80

0.775

0.75

0.725

0.70

0.68

Treasury Plus Money Market Fund

0.10

Ultra Short-Term Income Fund

First 1B

Next 4B

Next 3B

Over 8B

0.30

0.275

0.25

0.225

Ultra Short-Term Municipal Income Fund

First 1B
Next 4B

Next 3B

Over 8B

0.30

0.275

0.25

0.225

Utility & Telecommunications Fund

First 500M
Next 500M

Next 1B

Next 2B

Over 4B

0.60

0.55

0.50

0.475

0.45

WealthBuilder Conservative Allocation Portfolio

First 1B

Next 4B

Over 5B

0.20

0.175

0.15

WealthBuilder Equity Portfolio

First 1B

Next 4B

Over 5B

0.20

0.175

0.15

WealthBuilder Growth Allocation Portfolio

First 1B

Next 4B

Over 5B

0.20

0.175

0.15

WealthBuilder Growth Balanced Portfolio

First 1B

Next 4B

Over 5B

0.20

0.175

0.15

WealthBuilder Moderate Balanced Portfolio

First 1B

Next 4B

Over 5B

0.20

0.175

0.15

WealthBuilder Tactical Equity Portfolio

First 1B

Next 4B

Over 5B

0.20

0.175

0.15

Wisconsin Tax-Free Fund

First 500M
Next 500M

Next 2B

Over 5B

0.35

0.325

0.30

0.275

0.25

100% Treasury Money Market Fund

First 1B

Next 4B

Next 10B

Over 25B

0.30

0.275

0.25

0.225

0.20

Most recent annual approval by the Board of Trustees: June 1, 2014

Schedule A amended: August 13, 2014

^± As long as the Fund invests all (or substantially all) of its assets in a single, registered, open-end management investment company in accordance with Section 12(d)(1)(E) under the 1940 Act, the Fund does not pay Funds Management an investment advisory fee. At the time the Fund invests some of its assets in two or more registered, open-end management investment companies in accordance with Section 12(d)(1)(G) under the 1940 Act, the Fund shall pay Funds Management an investment advisory fee of 0.25% for asset allocation services.

The foregoing fee schedule is agreed to as of August 13, 2014 and shall remain in effect until changed in writing by the parties.

WELLS FARGO FUNDS TRUST

By:

C. David Messman

Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

By:
Aldo Ceccarelli

Senior Vice President

1. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Capital Growth Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.65; Next 500M 0.625; Next 1B 0.60; Next 2B 0.575; Next 4B 0.55; Next 4B 0.525; Next 4B 0.50; Over 16B 0.475

2. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Emerging Markets Equity Fund. Effective March 1, 2015 the advisory fees will be: First 500M 1.10; Next 500M 1.05; Next 1B 1.00; Next 2B 0.975; Next 4B 0.95; Over 8B 0.925

3. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Emerging Markets Equity Income Fund. Effective March 1, 2015 the advisory fees will be: First 500M 1.10; Next 500M 1.05; Next 1B 1.00; Next 2B 0.975; Next 4B 0.95; Over 8B 0.925

4. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Endeavor Select Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.65; Next 500M 0.625; Next 1B 0.60; Next 2B 0.575; Next 4B 0.55; Next 4B 0.525; Next 4B 0.50; Over 16B 0.475

5. On August 13, 2014, the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund is scheduled to commence operations in the fourth quarter 2014.

6. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Growth Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.75; Next 500M 0.70; Next 1B 0.65; Next 2B 0.625; Next 4B 0.60; Next 4B 0.575; Next 4B 0.55; Over 16B 0.525

7. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund effective on or about December 1, 2014.

8. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Intrinsic Value Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.65; Next 500M 0.625; Next 1B 0.60; Next 2B 0.575; Next 4B 0.55; Next 4B 0.525; Next 4B 0.50; Over 16B 0.475

9. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Large Cap Core Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.65; Next 500M 0.625; Next 1B 0.60; Next 2B 0.575; Next 4B 0.55; Next 4B 0.525; Next 4B 0.50; Over 16B 0.475

10. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Large Cap Growth Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.65; Next 500M 0.625; Next 1B 0.60; Next 2B 0.575; Next 4B 0.55; Next 4B 0.525; Next 4B 0.50; Over 16B 0.475

11. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Large Company Value Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.65; Next 500M 0.625; Next 1B 0.60; Next 2B 0.575; Next 4B 0.55; Next 4B 0.525; Next 4B 0.50; Over 16B 0.475

12. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Omega Growth Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.75; Next 500M 0.70; Next 1B 0.65; Next 2B 0.625; Next 4B 0.60; Next 4B 0.575; Next 4B 0.55; Over 16B 0.525

13. On March 28, 2014, the Board of Wells Fargo Funds Trust approved an advisory fee change to the Premier Large Company Growth Fund. Effective December 1, 2014 the advisory fees will be: First 500M 0.65; Next 500M 0.625; Next 1B 0.60; Next 2B 0.575; Next 4B 0.55; Next 4B 0.525; Next 4B 0.50; Over 16B 0.475

EX-99.D ADVSR CONTR 4 dthreeexpense.htm SCHEDULE A TO AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO MASTER TRUST AND WELLS FARGO FUNDS MANAGEMENT, LLC

SCHEDULE A

FEE AND EXPENSE AGREEMENT

WELLS FARGO FUNDS TRUST

(Capped Operating Expense Ratios)

FUNDS/CLASSES

Capped Operating

Expense Ratio

Expiration / Renewal Date

Absolute Return Fund

Class A

Class C

Class R6¹

Administrator Class

Institutional Class

0.76%

1.51%

0.28%

0.57%

0.33%

August 31, 2015

August 31, 2016

August 31, 2015

Adjustable Rate Government Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.74%

1.49%

0.60%

0.46%

December 31, 2014

Alternative Strategies Fund²

Class A

Class C

Administrator Class

Institutional Class

2.50%

3.25%

2.35%

2.25%

November 30, 2015

Asia Pacific Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

1.60%

2.35%

1.40%

1.25%

1.65%

February 28, 2015

Asset Allocation Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

0.87%

1.62%

1.12%

0.64%

0.44%

August 31, 2015

C&B Large Cap Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

1.15%

1.90%

0.95%

0.70%

1.20%

September 30, 2014

C&B Mid Cap Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

1.20%

1.95%

1.15%

0.90%

1.25%

January 31, 2015

California Limited-Term Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class³

0.80%

1.55%

0.60%

0.50%

October 31, 2014

October 31, 2016

California Municipal Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.65%

0.30%

0.20%

0.45%

1.00%

May 31, 2015

California Tax-Free Fund

Class A

Class B

Class C

Administrator Class

Institutional Class⁴

0.75%

1.50%

0.55%

0.48%

October 31, 2014

October 31, 2016

Capital Growth Fund

Class A

Class C

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

1.11%

1.86%

0.75%

0.60%

0.90%

0.65%

1.17%

November 30, 2014

Cash Investment Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

0.35%

0.20%

0.13%

0.50%

May 31, 2015

Colorado Tax-Free Fund

Class A

Class B

Class C

Administrator Class

0.85%

1.60%

0.60%

October 31, 2014

Common Stock Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

1.26%

2.01%

0.85%

1.10%

0.90%

1.29%

January 31, 2015

Conservative Income Fund

Institutional Class

0.27%

December 31, 2014

Core Bond Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class⁵

0.78%

1.53%

1.03%

0.52%

0.37%

0.70%

0.42%

0.81%

September 30, 2014

Disciplined U.S. Core Fund

Class A

Class C

Administrator Class

Institutional Class

0.92%

1.67%

0.74%

0.48%

November 30, 2014

Discovery Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

1.22%

1.97%

0.84%

1.15%

0.89%

1.28%

January 31, 2015

Diversified Capital Builder Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

1.20%

1.95%

0.95%

0.78%

January 31, 2015

Diversified Equity Fund

Class A

Class B

Class C

Administrator Class

1.25%

2.00%

1.00%

September 30, 2014

Diversified Income Builder Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

1.08%

1.83%

0.90%

0.71%

January 31, 2015

Diversified International Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

1.41%

2.16%

1.25%

0.99%

1.46%

February 28, 2015

Dow Jones Target Today Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.81%

1.56%

1.06%

0.45%

0.30%

0.65%
0.86%

June 30, 2015

Dow Jones Target 2010 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.83%

1.58%

1.08%

0.47%

0.32%

0.67%
0.88%

June 30, 2015

Dow Jones Target 2015 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.84%

1.09%

0.48%

0.33%

0.68%

0.89%

June 30, 2015

Dow Jones Target 2020 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.86%

1.61%

1.11%

0.50%

0.35%

0.70%
0.91%

June 30, 2015

Dow Jones Target 2025 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.86%

1.11%

0.50%

0.35%

0.70%

0.91%

June 30, 2015

Dow Jones Target 2030 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

9.87%

1.62%

1.12%

0.51%

0.36%

0.71%
0.92%

June 30, 2015

Dow Jones Target 2035 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.88%

1.13%

0.52%

0.37%

0.72%

0.93%

June 30, 2015

Dow Jones Target 2040 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.88%

1.63%

1.13%

0.52%

0.37%

0.72%
0.93%

June 30, 2015

Dow Jones Target 2045 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.88%

1.13%

0.52%

0.37%

0.72%

0.93%

June 30, 2015

Dow Jones Target 2050 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.88%

1.63%

1.13%

0.52%

0.37%

0.72%

0.93%

June 30, 2015

Dow Jones Target 2055 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.88%

1.13%

0.52%

0.37%

0.72%

0.93%

June 30, 2015

Emerging Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class⁶

1.37%

2.12%

1.20%

0.90%

1.43%

September 30, 2014

Emerging Markets Equity Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

1.67%

2.42%

1.18%

1.50%

1.23%

February 28, 2015

Emerging Markets Equity Income Fund

Class A

Class C

Administrator Class

Institutional Class

1.65%

2.40%

1.45%

1.25%

February 28, 2015

Emerging Markets Equity Select Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.65%

2.40%

1.15%

1.45%

1.20%

February 28, 2015

Emerging Markets Local Bond Fund

Class A

Class C

Administrator Class

Institutional Class

1.23%

1.98%

1.10%

0.90%

February 28, 2015

Endeavor Select Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

1.25%

2.00%

1.00%

0.80%

November 30, 2014

Enterprise Fund

Class A

Class B

Class C

Class R6⁷

Administrator Class

Institutional Class

Investor Class

1.18%

1.93%

0.80%

1.10%

0.85%

1.24%

January 31, 2015

January 31, 2016

January 31, 2015

Global Long/Short Fund⁸

Class A

Class C

Administrative Class

Institutional Class

1.75%

2.50%

1.65%

1.45%

October 31, 2016

Global Opportunities Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

1.55%

2.30%

1.40%

1.15%

February 28, 2015

Government Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.65%

0.35%

0.20%

0.50%

1.00%

May 31, 2015

Government Securities Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.85%

1.60%

0.64%

0.48%

0.88%

December 31, 2014

Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

1.21%

1.96%

0.96%

0.75%

1.27%

November 30, 2014

Growth Balanced Fund

Class A

Class B

Class C

Administrator Class

1.20%

1.95%

0.95%

September 30, 2014

Heritage Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

0.35%

0.20%

0.13%

0.43%

May 31, 2015

High Income Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.90%

1.65%

0.80%

0.50%

0.93%

December 31, 2014

High Yield Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class⁹

1.03%

1.78%

0.80%

0.70%

December 31, 2014

December 31, 2015

High Yield Municipal Bond Fund

Class A

Class C

Administrator Class

Institutional Class

0.85%

1.60%

0.75%

0.60%

October 31, 2014

Income Plus Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.84%

1.59%

0.72%

0.58%

0.85%

December 31, 2014

Index Asset Allocation Fund

Class A

Class B

Class C

Administrator Class

1.15%

1.90%

0.90%

January 31, 2015

Index Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.56%

1.31%

0.25%

0.45%

September 30, 2014

Inflation-Protected Bond Fund¹⁰

Class A

Class B

Class C

Administrator Class

0.85%
1.60%
1.60%
0.60%

September 30, 2014

Intermediate Tax/AMT-Free Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.70%

1.45%

0.60%

0.42%

0.73%

October 31, 2014

International Bond Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

1.03%

1.78%

0.65%

0.85%

0.70%

February 28, 2015

International Equity Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

1.09%

1.84%

1.34%

1.09%

0.84%

February 28, 2015

International Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

1.50%

2.25%

1.25%

1.05%

September 30, 2014

Intrinsic Small Cap Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

1.40%

2.15%

1.20%

1.00%

1.46%

July 31, 2015

Intrinsic Value Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

1.16%

1.91%

1.41%

0.80%

0.65%

0.95%

0.70%

November 30, 2014

Intrinsic World Equity Fund

Class A

Class C

Administrator Class

Institutional Class

1.40%

2.15%

1.15%

0.95%

February 28, 2015

Large Cap Core Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

1.14%

1.89%

0.90%

0.66%

1.20%

November 30, 2014

Large Cap Growth Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

1.07%

1.82%

1.32%

0.75%

0.60%

0.95%

0.65%

1.13%

November 30, 2014

Large Company Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

1.10%

1.85%

0.85%

0.65%

1.16%

November 30, 2014

Minnesota Tax-Free Fund

Class A

Class B

Class C

Administrator Class

0.85%

1.60%

0.60%

October 31, 2014

Moderate Balanced Fund
Class A
Class B
Class C

Administrator Class

1.15%
1.90%
1.90%

0.90%

September 30, 2014
September 30, 2014
September 30, 2014

September 30, 2014

Money Market Fund

Class A

Class B

Class C

Daily Class

Investor Class

Service Class

0.70%

1.45%

1.00%

0.65%

0.50%

May 31, 2015

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.75%

1.50%

0.60%

0.48%

0.78%

October 31, 2014

Municipal Cash Management Money Market Fund

Administrator Class

Institutional Class

Service Class

0.30%

0.20%

0.45%

May 31, 2015

Municipal Money Market Fund

Class A

Institutional Class

Investor Class

Service Class

Sweep Class

0.65%

0.20%

0.64%

0.45%

1.00%

May 31, 2015

National Tax-Free Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.65%

0.30%

0.20%

0.45%

1.00%

May 31, 2015

North Carolina Tax-Free Fund

Class A

Class C

Institutional Class

0.85%

1.60%

0.54%

October 31, 2014

Omega Growth Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

1.30%

2.05%

1.55%

1.05%

0.80%

November 30, 2014

Opportunity Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class¹¹

1.22%

1.97%

1.00%

0.75%

1.28%

January 31, 2015

Pennsylvania Tax-Free Fund

Class A

Class B

Class C

Institutional Class

0.74%

1.49%

0.49%

October 31, 2014

Precious Metals Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

1.09%

1.84%

0.95%

0.79%

July 31, 2014

Premier Large Company Growth Fund

Class A

Class B

Class C

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

1.12%

1.87%

0.80%

0.65%

0.95%

0.70%

1.18%

November 30, 2014

Short Duration Government Bond Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

0.78%

1.53%

0.37%

0.60%

0.42%

December 31, 2014

Short-Term Bond Fund¹²

Class A

Class C

Institutional Class

Investor Class

0.77%

1.52%

0.48%

0.78%

December 31, 2014

Short-Term High Yield Bond Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.81%

1.56%

0.65%

0.50%

0.84%

December 31, 2014

Short-Term Municipal Bond Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.60%

1.35%

0.60%

0.40%

0.63%

October 31, 2014

Small Cap Opportunities Fund

Administrator Class

Institutional Class¹³

1.20%

0.95%

July 31, 2015

July 31, 2016

Small Cap Value Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

1.28%

2.03%

0.83%

1.08%

0.88%

1.29%

July 31, 2015

Small Company Growth Fund

Class A

Class B

Class C

Class R6¹⁴

Administrator Class

Institutional Class

1.40%
2.15%
2.15%

0.90%

1.20%

0.95%

September 30, 2014
September 30, 2014
September 30, 2014

September 30, 2016
September 30, 2014

September 30, 2014

Small Company Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

1.40%

2.15%

1.20%

1.00%

September 30, 2014

Small/Mid Cap Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

1.35%

2.10%

1.15%

0.95%

1.41%

July 31, 2015

Special Mid Cap Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

1.25%

2.00%

0.82%

1.14%

0.87%

1.31%

January 31, 2015

Special Small Cap Value Fund

Class A

Class B

Class C

Class R6¹⁵

Administrator Class

Institutional Class

1.34%

2.09%

0.89%

1.09%

0.94%

July 31, 2015

July 31, 2016

July 31, 2015

Specialized Technology Fund

Class A

Class B

Class C

Administrator Class

Investor Class

1.50%

2.25%

1.35%

1.53%

July 31, 2015

Strategic Income Fund

Class A

Class C

Administrator Class

Institutional Class

0.90%

1.65%

0.75%

0.60%

February 28, 2015

Strategic Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.82%

1.57%

0.68%

0.48%

October 31, 2014

Traditional Small Cap Growth Fund

Class A

Class C

Administrator Class

Institutional Class

1.33%

2.08%

1.20%

0.98%

July 31, 2015

Treasury Plus Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.65%

0.35%

0.20%

0.45%

1.00%

May 31, 2015

Ultra Short-Term Income Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.70%

1.45%

0.55%

0.35%

0.73%

December 31, 2014

Ultra Short-Term Municipal Income Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.67%

1.42%

0.60%

0.37%

0.70%

October 31, 2014

Utility & Telecommunications Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

1.14%

1.89%

0.95%

0.78%

July 31, 2015

WealthBuilderConservative Allocation Portfolio

1.50%

September 30, 2014

WealthBuilderEquity Portfolio

1.50%

September 30, 2014

WealthBuilderGrowth Allocation Portfolio

1.50%

September 30, 2014

WealthBuilderGrowth Balanced Portfolio

1.50%

September 30, 2014

WealthBuilderModerate Balanced Portfolio

1.50%

September 30, 2014

WealthBuilderTactical Equity Portfolio

1.50%

September 30, 2014

Wisconsin Tax-Free Fund

Class A

Class C

Investor Class

0.70%

1.45%

0.73%

October 31, 2014

100% Treasury Money Market Fund

Class A

Administrator Class

Institutional Class¹⁶

Service Class

Sweep Class

0.65%

0.30%

0.20%

0.50%

1.00%

May 31, 2015

May 31, 2016

Most Recent Annual Approval: June 1, 2014

Schedule A amended: August 13, 2014

1. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Absolute Return Fund. Upon commencement in the fourth quarter of 2014, Class R6 will have an expiration date of August 31, 2016.

2. Reference is made to that certain Investment Sub-Advisory Agreement among the Trust, on behalf of the Alternative Strategies Fund, the Adviser and The Rock Creek Group, LP (“Rock Creek”), as a sub-adviser to the Alternative Strategies Fund, pursuant to which Rock Creek is authorized to invest, from time to time, a portion of the Alternative Strategies Fund’s assets (“Rock Creek Portion”) in shares of registered investment companies (each such company, other than a money market Fund, an “Underlying Fund”). The provisions of Section 3 of the Amended and Restated Fee Agreement (the “Fee Agreement”) to which this Schedule A relates shall apply to the Capped Operating Expense Ratios of the respective share classes of the Alternative Strategies Fund stated in the table above (the “Baseline Capped Operating Expense Ratios”). In addition to the foregoing, to the extent that the Rock Creek Portion invests in securities of any Underlying Fund, the Adviser also hereby agrees to additionally waive any advisory fees payable to it under the Investment Advisory Agreement, additionally waive any administration fees payable to it under the Administration Agreement, and/or additionally reimburse other expenses of the Funds or a class in an amount equal to the fees of such Underlying Fund held in the Rock Creek Portion (which shall be calculated based on the net operating expense ratio of the relevant share class of such Underlying Fund contained in the Underlying Fund’s most recently published annual or semi-annual report) (such additional waivers, the “Rock Creek Underlying Fund Waivers”); provided, however, notwithstanding the provisions of Section 3 of the Fee Agreement, the amount of the Rock Creek Underlying Fund Waivers, if any, may increase or decrease from time to time without notice to, or approval by, the Board, so long as: (i) the initial term and renewal of the Adviser’s commitment to make the Rock Creek Underlying Fund Waivers remain subject to the provisions of Section 3 of the Fee Agreement, and (ii) the Baseline Capped Operating Expense Ratios remain subject to the provisions of Section 3 of the Fee Agreement.

3. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the California Limited-Term Tax-Free Fund. Upon commencement in the fourth quarter of 2014, the Institutional Class will have an expiration date of October 31, 2016.

4. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the California Tax-Free Fund. Upon commencement in the fourth quarter of 2014, the Institutional Class will have an expiration date of October 31, 2016.

5. On March 28, 2014, the Board of Wells Fargo Funds Trust was notified of a change to the net operating expense ratio for the Core Bond Fund. Effective October 1, 2014, the Investor Class net operating expense ratio will be 0.79% with an expiration date of September 30, 2015.

6. On March 28, 2014, the Board of Wells Fargo Funds Trust was notified of a change to the net operating expense ratio for the Emerging Growth Fund. Effective October 1, 2014, the Investor Class net operating expense ratio will be 1.40% with an expiration date of September 30, 2015.

7. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Enterprise Fund. Upon commencement in the fourth quarter of 2014, Class R6 will have an expiration date of January 31, 2016.

8. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund will commence operations in the fourth quarter 2014.

9. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the High Yield Bond Fund. Upon commencement in the fourth quarter of 2014, the Institutional Class will have an expiration date of December 31, 2015.

10. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund effective on or about December 1, 2014.

11. On March 28, 2014, the Board of Wells Fargo Funds Trust was notified of a change to the net operating expense ratio for the Opportunity Fund. Effective February 1, 2015, the Investor Class net operating expense ratio will be 1.23% with an expiration date of January 31, 2016.

12. On March 28, 2014, the Board of Wells Fargo Funds Trust was notified of changes to the net operating expense ratios for the Short-Term Bond Fund. Effective January 1, 2015, the net operating expense ratios will be: Class A 0.72; Class C 1.47%; and Investor Class 0.73%. The Institutional Class will remain as 0.48%. The expiration date of all share classes will be December 31, 2015.

13. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the Small Cap Opportunities Fund. Upon commencement in the fourth quarter of 2014, the Institutional Class will have an expiration date of July 31, 2016.

14. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Small Company Growth Fund. Upon commencement in the fourth quarter of 2014, Class R6 will have an expiration date of September 30, 2016.

15. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Special Small Cap Value Fund. Upon commencement in the fourth quarter of 2014, Class R6 will have an expiration date of July 31, 2016.

16. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the 100% Treasury Money Market Fund. Upon commencement in the fourth quarter of 2014, Institutional Class will have an expiration date of May 31, 2016.
The foregoing schedule of capped operating expense ratios is agreed to as of August 13, 2014 and shall remain in effect until changed in writing by the parties.

WELLS FARGO FUNDS TRUST

By:

C. David Messman

Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

By:
Aldo Ceccarelli

Senior Vice President

EX-99.D ADVSR CONTR 5 dfivesub.htm APPENDIX A AND SCHEDULE A TO AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT WITH WELLS CAPITAL MANAGEMENT INCORPORATED _

APPENDIX A

WELLS CAPITAL MANAGEMENT INCORPORATED

INVESTMENT SUB-ADVISORY AGREEMENT

WELLS FARGO FUNDS TRUST

Adjustable Rate Government Fund

Asia Pacific Fund

California Limited-Term Tax-Free Fund

California Municipal Money Market Fund

California Tax-Free Fund

Capital Growth Fund

Cash Investment Money Market Fund

Colorado Tax-Free Fund

Common Stock Fund

Conservative Income Fund

Discovery Fund

Diversified Capital Builder Fund

Diversified Income Builder Fund

Diversified International Fund

Emerging Markets Equity Fund

Emerging Markets Equity Income Fund

Emerging Markets Equity Select Fund

Endeavor Select Fund

Enterprise Fund

Global Long/Short Fund¹

Global Opportunities Fund

Government Money Market Fund

Government Securities Fund

Growth Balanced Fund

Growth Fund

Heritage Money Market Fund

High Income Fund

High Yield Bond Fund

High Yield Municipal Bond Fund

Income Plus Fund

Index Asset Allocation Fund

Intermediate Tax/AMT-Free Fund

International Equity Fund

Large Cap Growth Fund

Managed Account CoreBuilder Shares Series M

Minnesota Tax-Free Fund

Moderate Balanced Fund

Money Market Fund

Municipal Bond Fund

Municipal Cash Management Money Market Fund

Municipal Money Market Fund

National Tax-Free Money Market Fund

North Carolina Tax-Free Fund

Omega Growth Fund

Opportunity Fund

Pennsylvania Tax-Free Fund

Precious Metals Fund

Premier Large Company Growth Fund

Short Duration Government Bond Fund

Short-Term Bond Fund

Short-Term High Yield Bond Fund

Short-Term Municipal Bond Fund

Small Cap Value Fund

Small Mid/Cap Value Fund

Special Mid Cap Value Fund

Special Small Cap Value Fund

Strategic Income Fund

Strategic Municipal Bond Fund

Traditional Small Cap Growth Fund

Treasury Plus Money Market Fund

Ultra Short-Term Income Fund

Ultra Short-Term Municipal Income Fund

WealthBuilder Conservative Allocation Portfolio

WealthBuilder Equity Portfolio

WealthBuilder Growth Allocation

WealthBuilder Growth Balanced Portfolio

WealthBuilder Moderate Balanced Portfolio

WealthBuilder Tactical Equity Portfolio

Wisconsin Tax-Free Fund

100% Treasury Money Market Fund

Most recent annual approval by the Board of Trustees: June 1, 2014

Appendix A amended: August 13, 2014

SCHEDULE A

WELLS CAPITAL MANAGEMENT INCORPORATED

INVESTMENT SUB-ADVISORY AGREEMENT

FEE AGREEMENT

WELLS FARGO FUNDS TRUST

This fee agreement is made as of the 27^th day of March, 2009, and is amended as of the 13^th day of August, 2014, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Wells Capital Management Incorporated (the “Sub-Adviser”); and

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

WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to the Sub-Adviser are to be as agreed upon in writing by the parties.

NOW THEREFORE, the parties agree that the fees to be paid to the Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a monthly basis by applying the annual rates described in this Schedule A to Appendix A for each Fund listed in Appendix A.

The Sub-Adviser shall receive a fee as described in this Schedule A to Appendix A of the assets of the Growth Balanced Fund and Moderate Balanced Fund and from each WealthBuilder Portfolio for providing services with respect to which Master Trust Portfolios (or, in the case of the WealthBuilder Portfolios, other unaffiliated funds) these Funds will invest in and the percentage to allocate to each Master Portfolio or unaffiliated fund in reliance on Section 12(d)(1)(G) under the Act, the rules thereunder, or order issued by the Commission exempting the Fund from the provisions of Section 12(d)(1)(A) under the Act (a “Fund of Funds structure”).

The net assets under management against which the foregoing fees are to be applied are the net assets as of the first business day of the month. If this fee agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this agreement is in effect shall be subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. If the determination of the net asset value is suspended as of the first business day of the month, the net asset value for the last day prior to such suspension shall for this purpose be deemed to be the net asset value on the first business day of the month.

SCHEDULE A

WELLS CAPITAL MANAGEMENT INCORPORATED

INVESTMENT SUB-ADVISORY AGREEMENT

FEE AGREEMENT

WELLS FARGO FUNDS TRUST

Funds Trust Funds

Fee as % of Avg. Daily Net Assets

Adjustable Rate Government Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Asia Pacific Fund

First 100M

Next 100M

Over 200M

0.65

0.55

0.45

California Limited-Term Tax-Free Fund

First 100M

Next 200M

Over 300M

0.15

0.10

0.05

California Municipal Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

California Tax-Free Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Capital Growth Fund

First 100M

Next 200M

Next 500M

Over 800M

0.30

0.275

0.25

0.20

Cash Investment Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

Colorado Tax-Free Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Common Stock Fund

First 100M

Next 100M

Over 200M

0.45

0.40

0.30

Conservative Income Fund

First 100M

Next 200M

Over 300M

0.10

0.08

0.05

Discovery Fund

First 100M

Next 100M

Over 200M

0.45

0.40

0.35

Diversified Capital Builder Fund

First 100M

Next 200M

Over 500M

0.35

0.30

0.25

0.20

Diversified Income Builder Fund

First 100M

Next 200M

Over 500M

0.35

0.30

0.25

0.20

Diversified International Fund

First 200M

Over 200M

0.45

0.40

Emerging Markets Equity Fund

First 100M

Next 100M

Over 200M

0.65

0.55

0.45

Emerging Markets Equity Income Fund

First 100M

Next 100M

Over 200M

0.65

0.55

0.45

Emerging Markets Equity Select Fund

First 100M

Next 100M

Over 200M

0.60

0.50

0.425

Endeavor Select Fund

First 100M

Next 200M

Next 500M

Over 800M

0.30

0.275

0.25

0.20

Enterprise Fund

First 100M

Next 100M

Over 200M

0.45

0.40

0.30

Global Long/Short Fund²

First 100M

Next 100M

Over 200M

1.00

0.95

0.90

Global Opportunities Fund

First 100M

Next 100M

Over 200M

0.55

0.50

0.40

Government Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

Government Securities Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Growth Balanced Fund

First 250M

Over 250M

0.10

0.05

Growth Fund

First 100M

Next 100M

Next 300M

Over 500M

0.45

0.40

0.35

0.30

Heritage Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

High Income Fund

First 100M

Next 200M

Over 500M

0.35

0.30

0.25

0.20

High Yield Bond Fund

First 100M

Next 200M

Over 500M

0.35

0.30

0.25

0.20

High Yield Municipal Bond Fund

First 100M

Next 200M

Over 500M

0.35

0.30

0.25

0.20

Income Plus Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Index Asset Allocation Fund

First 100M

Next 100M

Over 200M

0.15

0.125

0.10

Intermediate Tax/AMT-Free Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

International Equity Fund

First 200M

Over 200M

0.45

0.40

Large Cap Growth Fund

First 100M

Next 200M

Next 500M

Over 800M

0.30

0.275

0.25

0.20

Managed Account CoreBuilder Shares Series M

0.00

Minnesota Tax-Free Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Moderate Balanced Fund

First 250M

Over 250M

0.10

0.05

Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

Municipal Bond Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Municipal Cash Management Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

Municipal Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

National Tax-Free Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

North Carolina Tax-Free Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Omega Growth Fund

First 100M

Next 100M

Next 300M

Over 500M

0.45

0.40

0.35

0.30

Opportunity Fund

First 100M

Next 100M

Next 300M

Over 500M

0.45

0.40

0.35

0.30

Pennsylvania Tax-Free Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Precious Metals Fund

First 100M

Next 100M

Over 200M

0.40

0.35

0.30

Premier Large Company Growth Fund

First 100M

Next 100M

Next 300M

Over 500M

0.35

0.325

0.30

0.275

Short Duration Government Bond Fund

First 100M

Next 200M

Over 300M

0.15

0.10

0.05

Short-Term Bond Fund

First 100M

Next 200M

Over 300M

0.15

0.10

0.05

Short-Term High Yield Bond Fund

First 100M

Next 200M

Over 500M

0.35

0.30

0.25

0.20

Short-Term Municipal Bond Fund

First 100M

Next 200M

Over 300M

0.15

0.10

0.05

Small Cap Value Fund

First 100M

Next 100M

Over 200M

0.55

0.50

0.40

Small Mid/Cap Value Fund

First 100M

Next 100M

Over 200M

0.45

0.40

0.35

Special Mid Cap Value Fund

First 100M

Next 100M

Over 200M

0.45

0.40

0.30

Special Small Cap Value Fund

First 100M

Next 100M

Over 200M

0.55

0.50

0.40

Strategic Income Fund

First 100M

Next 200M

Over 500M

0.30

0.25

0.20

0.15

Strategic Municipal Bond Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

Traditional Small Cap Growth Fund

First 100M

Next 100M

Over 200M

0.55

0.50

0.40

Treasury Plus Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

Ultra Short-Term Income Fund

First 100M

Next 200M

Over 300M

0.15

0.10

0.05

Ultra Short-Term Municipal Income Fund

First 100M

Next 200M

Over 300M

0.15

0.10

0.05

WealthBuilder Conservative Allocation Portfolio

0.15

WealthBuilder Equity Portfolio

0.15

WealthBuilder Growth Allocation Portfolio

0.15

WealthBuilder Growth Balanced Portfolio

0.15

WealthBuilder Moderate Balanced Portfolio

0.15

WealthBuilder Tactical Equity Portfolio

0.15

Wisconsin Tax-Free Fund

First 100M

Next 200M

Over 500M

0.20

0.175

0.15

0.10

100% Treasury Money Market Fund

First 1B

Next 2B

Next 3B

Over 6B

0.05

0.03

0.02

0.01

Most recent annual approval by the Board of Trustees: June 1, 2014

Schedule A amended: August 13, 2014

The foregoing fee schedule is agreed to as of August 13, 2014 and shall remain in effect until changed in writing by the parties.

WELLS FARGO FUNDS MANAGEMENT, LLC

By: _________________________________________

Aldo Ceccarelli

Senior Vice President

WELLS CAPITAL MANAGEMENT INCORPORATED

By: _________________________________________

Karen Norton

Chief Operating Officer

1. On August 13, 2014, the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund is scheduled to commence operations in the fourth quarter 2014.

2. On August 13, 2014, the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund is scheduled to commence operations in the fourth quarter 2014.

EX-99.E UNDR CONTR 6 edistagmt.htm SCHEDULE I TO DISTRIBUTION AGREEMENT WITH WELLS FARGO FUNDS DISTRIBUTOR, LLC DISTRIBUTION AGREEMENT

SCHEDULE I

DISTRIBUTION AGREEMENT

WELLS FARGO FUNDS TRUST

100% Treasury Money Market Fund

Absolute Return Fund

Adjustable Rate Government Fund

Alternative Strategies Fund

Asia Pacific Fund

Asset Allocation Fund

C&B Large Cap Value Fund

C&B Mid Cap Value Fund

California Limited-Term Tax-Free Fund

California Tax-Free Fund

California Municipal Money Market Fund

Capital Growth Fund

Cash Investment Money Market Fund

Colorado Tax-Free Fund

Common Stock Fund

Conservative Income Fund

Core Bond Fund

Disciplined U.S. Core Fund

Discovery Fund

Diversified Capital Builder Fund

Diversified Equity Fund

Diversified Income Builder Fund

Diversified International Fund

Dow Jones Target 2010 Fund

Dow Jones Target 2015 Fund

Dow Jones Target 2020 Fund

Dow Jones Target 2025 Fund

Dow Jones Target 2030 Fund

Dow Jones Target 2035 Fund

Dow Jones Target 2040 Fund

Dow Jones Target 2045 Fund

Dow Jones Target 2050 Fund

Dow Jones Target Date 2055 Fund

Dow Jones Target Today Fund

Emerging Growth Fund

Emerging Markets Equity Fund

Emerging Markets Equity Income Fund

Emerging Markets Equity Select Fund

Emerging Markets Local Bond Fund

Endeavor Select Fund

Enterprise Fund

Global Long/Short Fund¹

Global Opportunities Fund

Government Money Market Fund

Government Securities Fund

Growth Fund

Growth Balanced Fund

Heritage Money Market Fund

High Income Fund

High Yield Bond Fund

High Yield Municipal Bond Fund

Income Plus Fund

Index Asset Allocation Fund

Index Fund

Inflation-Protected Bond Fund²

Intermediate Tax/AMT-Free Fund

International Bond Fund

International Equity Fund

International Value Fund

Intrinsic Small Cap Value Fund

Intrinsic Value Fund

Intrinsic World Equity Fund

Large Cap Core Fund

Large Cap Growth Fund

Large Company Value Fund

Managed Account CoreBuilder Shares Series M

Minnesota Tax-Free Fund

Moderate Balanced Fund

Money Market Fund

Municipal Bond Fund

Municipal Cash Management Money Market Fund

Municipal Money Market Fund

National Tax-Free Money Market Fund

North Carolina Tax-Free Fund

Omega Growth Fund

Opportunity Fund

Pennsylvania Tax-Free Fund

Precious Metals Fund

Premier Large Company Growth Fund

Short Duration Government Bond Fund

Short-Term Bond Fund

Short-Term High Yield Bond Fund

Short-Term Municipal Bond Fund

Small Cap Opportunities Fund

Small Cap Value Fund

Small Company Growth Fund

Small Company Value Fund

Small/Mid Cap Value Fund

Special Mid Cap Value Fund

Special Small Cap Value Fund

Specialized Technology Fund

Strategic Municipal Bond Fund

Strategic Income Fund

Traditional Small Cap Growth Fund

Treasury Plus Money Market Fund

Ultra Short-Term Income Fund

Ultra Short-Term Municipal Income Fund

Utility and Telecommunications Fund

WealthBuilder Conservative Allocation Portfolio

WealthBuilder Equity Portfolio

WealthBuilder Growth Allocation Portfolio

WealthBuilder Growth Balanced Portfolio

WealthBuilder Moderate Balanced Portfolio

WealthBuilder Tactical Equity Portfolio

Wisconsin Tax-Free Fund

Most recent annual approval: June 1, 2014

Schedule I amended: August 13, 2014

1. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund is scheduled to commence operations in the fourth quarter 2014.

2. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund effective on or about December 1, 2014.

EX-99.G CUST AGREEMT 7 gtwocust.htm APPENDIX A TO MASTER CUSTODIAN AGREEMENT WITH STATE STREET BANK AND TRUST COMPANY

APPENDIX A

Master Custodian Agreement

Management Investment Companies Registered with the SEC and Portfolios thereof, If Any

Wells Fargo Funds Trust

100% Treasury Money Market Fund

Absolute Return Fund

Adjustable Rate Government Fund

Alternative Strategies Fund

Asia Pacific Fund

Asset Allocation Fund

C&B Large Cap Value Fund

C&B Mid Cap Value Fund

California Limited-Term Tax-Free Fund

California Tax-Free Fund

California Municipal Money Market Fund

Capital Growth Fund

Cash Investment Money Market Fund

Colorado Tax-Free Fund

Common Stock Fund

Conservative Income Fund

Core Bond Fund

Disciplined U.S. Core Fund

Discovery Fund

Diversified Capital Builder Fund

Diversified Equity Fund

Diversified Income Builder Fund

Diversified International Fund

Dow Jones Target 2010 Fund

Dow Jones Target 2015 Fund

Dow Jones Target 2020 Fund

Dow Jones Target 2025 Fund

Dow Jones Target 2030 Fund

Dow Jones Target 2035 Fund

Dow Jones Target 2040 Fund

Dow Jones Target 2045 Fund

Dow Jones Target 2050 Fund

Dow Jones Target 2055 Fund

Dow Jones Target Today Fund

Emerging Growth Fund

Emerging Markets Equity Fund

Emerging Markets Equity Income Fund

Emerging Markets Equity Select Fund

Emerging Markets Local Bond Fund

Endeavor Select Fund

Enterprise Fund

Global Long/Short Fund¹

Global Opportunities Fund

Government Money Market Fund

Government Securities Fund

Growth Fund

Growth Balanced Fund

Heritage Money Market Fund

High Income Fund

High Yield Bond Fund

High Yield Municipal Bond Fund

Income Plus Fund

Index Asset Allocation Fund

Index Fund

Inflation-Protected Bond Fund²

Intermediate Tax/AMT-Free Fund

International Bond Fund

International Equity Fund

International Value Fund

Intrinsic Small Cap Value Fund

Intrinsic Value Fund

Intrinsic World Equity Fund

Large Cap Core Fund

Large Cap Growth Fund

Large Company Value Fund

Minnesota Tax-Free Fund

Moderate Balanced Fund

Money Market Fund

Municipal Bond Fund

Municipal Cash Management Money Market Fund

Municipal Money Market Fund

National Tax-Free Money Market Fund

North Carolina Tax-Free Fund

Omega Growth Fund

Opportunity Fund

Pennsylvania Tax-Free Fund

Precious Metals Fund

Premier Large Company Growth Fund

Short Duration Government Bond Fund

Short-Term Bond Fund

Short-Term High Yield Bond Fund

Short-Term Municipal Bond Fund

Small Cap Opportunities Fund

Small Cap Value Fund

Small Company Growth Fund

Small Company Value Fund

Small/Mid Cap Value Fund

Special Mid Cap Value Fund

Special Small Cap Value Fund

Specialized Technology Fund

Strategic Income Fund

Strategic Municipal Bond Fund

Traditional Small Cap Growth Fund

Treasury Plus Money Market Fund

Ultra Short-Term Income Fund

Ultra Short-Term Municipal Income Fund

Utility and Telecommunications Fund

WealthBuilder Conservative Allocation Portfolio

WealthBuilder Equity Portfolio

WealthBuilder Growth Allocation Portfolio

WealthBuilder Growth Balanced Portfolio

WealthBuilder Moderate Balanced Portfolio

WealthBuilder Tactical Equity Portfolio

Wisconsin Tax-Free Fund

Wells Fargo Managed Account CoreBuilder Shares – Series M

Asset Allocation Trust

Wells Fargo Advantage Income Opportunities Fund

Wells Fargo Advantage Multi-Sector Income Fund

Wells Fargo Advantage Utilities and High Income Fund

Wells Fargo Advantage Global Dividend Opportunity Fund

Wells Fargo Variable Trust

VT Discovery Fund

VT Index Asset Allocation Fund

VT International Equity Fund

VT Intrinsic Value Fund

VT Omega Growth Fund

VT Opportunity Fund

VT Small Cap Growth Fund

VT Small Cap Value Fund

VT Total Return Bond Fund

Wells Fargo Master Trust

C&B Large Cap Value Portfolio

Core Bond Portfolio

Diversified Fixed Income Portfolio

Diversified Large Cap Growth Portfolio

Diversified Stock Portfolio

Emerging Growth Portfolio

Large Company Value Portfolio

Index Portfolio

Inflation-Protected Bond Portfolio³

International Growth Portfolio

International Value Portfolio

Managed Fixed Income Portfolio

Short-Term Investment Portfolio

Small Company Growth Portfolio

Small Company Value Portfolio

Stable Income Portfolio

Appendix A amended: August 13, 2014

1. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund is scheduled to commence operations in the fourth quarter 2014.

2. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund, effective on or about December 1, 2014.

3. On August 13, 2014 the Board of Wells Fargo Master Trust approved the name change of the Inflation-Protected Bond Portfolio to the Real Return Portfolio, effective on or about December 1, 2014.

EX-99.H OTH MAT CONT 8 honeadmin.htm APPENDIX A TO ADMINISTRATION AGREEMENT WITH WELLS FARGO FUNDS MANAGEMENT, LLC Appendix A

Appendix A

WELLS FARGO FUNDS TRUST

ADMINISTRATION AGREEMENT

Overview of Fee Structure

The Fund Level administration fee breakpoints listed below are calculated on the total net assets of each Fund.

Fees for Funds Trust Multi-Class Funds

Multi-Class Non-Money Market/Non-Fixed Income Funds and Classes

(Other than Asset Allocation Fund)

Fund-Level Admin. Fee

Class Level Admin. Fee

Total Admin. Fee

Class A, Class B, Class C and Class R

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.26%

First 5B

Next 5B

Over 10B

0.31%

0.30%

0.29%

Administrator Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.10%

First 5B

Next 5B

Over 10B

0.15%

0.14%

0.13%

Institutional Class and Class R4

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.08%

First 5B

Next 5B

Over 10B

0.13%

0.12%

0.11%

Investor Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.32%

First 5B

Next 5B

Over 10B

0.37%

0.36%

0.35%

R6 Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

First 5B

Next 5B

Over 10B

0.08%

0.07%

0.06%

Absolute Return Fund

Fund-Level Admin. Fee

Class Level Admin. Fee

Total Admin. Fee

Class A and Class C

N/A

0.26%

Administrator Class

N/A

0.10%

Institutional Class

N/A

0.08%

Class R6

N/A

0.03%

Asset Allocation Fund

Fund-Level Admin. Fee

Class Level Admin. Fee

Total Admin. Fee

Class A, Class B, Class C and Class R

First 5B

Next 5B

Over 10B

0.10%

0.08%

0.06%

0.26%

First 5B

Next 5B

Over 10B

0.36%

0.34%

0.32%

Administrator Class

First 5B

Next 5B

Over 10B

0.10%

0.08%

0.06%

0.10%

First 5B

Next 5B

Over 10B

0.20%

0.18%

0.16%

Institutional Class

First 5B

Next 5B

Over 10B

0.10%

0.08%

0.06%

0.08%

First 5B

Next 5B

Over 10B

0.18%

0.16%

0.14%

Multi-Class Fixed Income (Non-Money Market) Funds and Classes

Fund-Level Admin. Fee

Class Level Admin. Fee

Total Admin. Fee

Class A, Class B, Class C and Class R

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.16%

First 5B

Next 5B

Over 10B

0.21%

0.20%

0.19%

Administrator Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.10%

First 5B

Next 5B

Over 10B

0.15%

0.14%

0.13%

Institutional Class and Class R4

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.08%

First 5B

Next 5B

Over 10B

0.13%

0.12%

0.11%

Investor Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.19%

First 5B

Next 5B

Over 10B

0.24%

0.23%

0.22%

Class R6

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

First 5B

Next 5B

Over 10B

0.08%

0.07%

0.06%

Multi-Class Money Market Funds and Classes

Fund-Level Admin. Fee

Class Level Admin. Fee

Total Admin. Fee

Class A, Class B and Class C

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.22%

First 5B

Next 5B

Over 10B

0.27%

0.26%

0.25%

Administrator Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.10%

First 5B

Next 5B

Over 10B

0.15%

0.14%

0.13%

Institutional Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.08%

First 5B

Next 5B

Over 10B

0.13%

0.12%

0.11%

Investor Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.25%

First 5B

Next 5B

Over 10B

0.30%

0.29%

0.28%

Service Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.12%

First 5B

Next 5B

Over 10B

0.17%

0.16%

0.15%

Select Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.04%

First 5B

Next 5B

Over 10B

0.09%

0.08%

0.07%

Sweep Class and Daily Class

First 5B

Next 5B

Over 10B

0.05%

0.04%

0.03%

0.22%

First 5B

Next 5B

Over 10B

0.27%

0.26%

0.25%

Fees for Funds Trust Single Class Funds

Single Class Non-Money Market/Non-Fixed Income Funds

Total Admin. Fee

Retail Class and WealthBuilder unnamed Class

First 5B

Next 5B

Over 10B

0.31%

0.30%

0.29%

Administrator Class

First 5B

Next 5B

Over 10B

0.15%

0.14%

0.13%

Institutional Class

First 5B

Next 5B

Over 10B

0.13%

0.12%

0.11%

Investor Class

First 5B

Next 5B

Over 10B

0.38%

0.37%

0.36%

Single Class Fixed Income (Non-Money Market) Funds

Total Admin. Fee

Retail Class

First 5B

Next 5B

Over 10B

0.21%

0.20%

0.19%

Administrator Class

First 5B

Next 5B

Over 10B

0.15%

0.14%

0.13%

Institutional Class

First 5B

Next 5B

Over 10B

0.13%

0.12%

0.11%

Investor Class

First 5B

Next 5B

Over 10B

0.24%

0.23%

0.22%

Single Class Money Market Funds

Total Admin. Fee

Retail Class

First 5B

Next 5B

Over 10B

0.27%

0.26%

0.25%

Service Class

First 5B

Next 5B

Over 10B

0.17%

0.16%

0.15%

Institutional Class

First 5B

Next 5B

Over 10B

0.13%

0.12%

0.11%

Investor Class

First 5B

Next 5B

Over 10B

0.30%

0.29%

0.28%

Appendix A amended: August 13, 2014

Schedule A to Appendix A

Administration Agreement

WELLS FARGO FUNDS TRUST

List of Funds

Funds/Classes

Total Breakpoint Administration Fees

First 5B

Next 5B

Over 10B

Absolute Return Fund

Class A

Class C

Class R6¹

Administrator Class

Institutional Class

0.26%

0.03%

0.10%

0.08%

0.26%

0.03%

0.10%

0.08%

0.26%

0.03%

0.10%

0.08%

Adjustable Rate Government Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.21%

0.15%

0.13%

0.20%

0.14%

0.12%

0.19%

0.13%

0.11%

Alternative Strategies Fund

Class A

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Asia Pacific Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Asset Allocation Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

0.36%

0.20%

0.18%

0.34%

0.18%

0.16%

0.32%

0.16%

0.14%

C&B Large Cap Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

C&B Mid Cap Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

California Limited-Term Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class²

0.21%

0.15%

0.13%

0.20%

0.14%

0.12%

0.19%

0.13%

0.11%

California Tax-Free Fund

Class A

Class B

Class C

Administrator Class

Institutional Class³

0.21%

0.15%

0.13%

0.20%

0.14%

0.12%

0.19%

0.13%

0.11%

California Municipal Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.27%

0.15%

0.13%

0.17%

0.27%

0.26%

0.14%

0.12%

0.16%

0.26%

0.25%

0.13%

0.11%

0.15%

0.25%

Capital Growth Fund

Class A

Class C

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.13%

0.37%

0.30%

0.12%

0.07%

0.14%

0.12%

0.36%

0.29%

0.11%

0.06%

0.13%

0.11%

0.35%

Cash Investment Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

0.15%

0.13%

0.09%

0.17%

0.14%

0.12%

0.08%

0.16%

0.13%

0.11%

0.07%

0.15%

Colorado Tax-Free Fund

Class A

Class B

Class C

Administrator Class

0.21%

0.15%

0.20%

0.14%

0.19%

0.13%

Common Stock Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

0.31%

0.08%

0.15%

0.13%

0.37%

0.30%

0.07%

0.14%

0.12%

0.36%

0.29%

0.06%

0.13%

0.11%

0.35%

Conservative Income Fund

Institutional Class

0.13%

0.12%

0.11%

Core Bond Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

0.21%

0.13%

0.08%

0.15%

0.13%

0.24%

0.20%

0.12%

0.07%

0.14%

0.12%

0.23%

0.19%

0.11%

0.06%

0.13%

0.11%

0.22%

Disciplined U.S. Core Fund

Class A

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Discovery Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

0.31%

0.08%

0.15%

0.13%

0.37%

0.30%

0.07%

0.14%

0.12%

0.36%

0.29%

0.06%

0.13%

0.11%

0.35%

Diversified Capital Builder Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Diversified Equity Fund

Class A

Class B

Class C

Administrator Class

0.31%

0.15%

0.30%

0.14%

0.29%

0.13%

Diversified Income Builder

Class A

Class B

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Diversified International Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Dow Jones Target Today Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2010 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0/30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2015 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2020 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2025 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2030 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2035 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2040 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2045 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2050 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Dow Jones Target 2055 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.37%

0.30%

0.12%

0.07%

0.14%

0.36%

0.29%

0.11%

0.06%

0.13%

0.35%

Emerging Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Emerging Markets Equity Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

0.31%

0.08%

0.15%

0.13%

0.30%

0.07%

0.14%

0.12%

0.29%

0.06%

0.13%

0.11%

Emerging Markets Equity Income Fund

Class A

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Emerging Markets Equity Select Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.31%

0.08%

0.15%

0.13%

0.30%

0.07%

0.14%

0.12%

0.29%

0.06%

0.13%

0.11%

Emerging Markets Local Bond Fund

Class A

Class C

Administrator Class

Institutional Class

0.21%

0.15%

0.13%

0.20%

0.14%

0.12%

0.19%

0.13%

0.11%

Endeavor Select Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Enterprise Fund

Class A

Class B

Class C

Class R6⁴

Administrator Class

Institutional Class

Investor Class

0.31%

0.08%

0.15%

0.13%

0.37%

0.30%

0.07%

0.14%

0.12%

0.36%

0.29%

0.06%

0.13%

0.11%

0.35%

Global Long/Short Fund⁵

Class A

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Global Opportunities Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Government Money Market Fund

Class A
Administrator Class

Institutional Class

Service Class

Sweep Class

0.27%
0.15%

0.13%

0.17%

0.27%

0.26%

0.14%

0.12%

0.16%

0.26%

0.25%

0.13%

0.11%

0.15%

0.25%

Government Securities Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.21%

0.15%

0.13%

0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Growth Balanced Fund

Class A

Class B

Class C

Administrator Class

0.31%

0.15%

0.30%

0.14%

0.29%

0.13%

Heritage Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

0.15%

0.13%

0.09%

0.17%

0.14%

0.12%

0.08%

0.16%

0.13%

0.11%

0.07%

0.15%

High Income Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.21%

0.15%

0.13%

0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

High Yield Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class⁶

0.21%

0.15%

0.13%

0.20%

0.14%

0.12%

0.19%

0.13%

0.11%

High Yield Municipal Bond Fund

Class A

Class C

Administrator Class

Institutional Class

0.21%

0.15%

0.13%

0.20%

0.14%

0.12%

0.19%

0.13%

0.11%

Income Plus Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.21%

0.15%

0.13%

0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

Index Asset Allocation Fund

Class A

Class B

Class C

Administrator Class

0.31%

0.15%

0.30%

0.14%

0.29%

0.13%

Index Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.31%

0.15%

0.37%

0.30%

0.14%

0.36%

0.29%

0.13%

0.35%

Inflation-Protected Bond Fund⁷

Class A

Class B

Class C

Administrator Class

0.21%

0.15%

0.20%

0.14%

0.19%

0.13%

Intermediate Tax/AMT-Free Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.21%

0.15%

0.13%

0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

International Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Class R6

0.21%

0.15%

0.13%

0.08%

0.20%

0.14%

0.12%

0.07%

0.19%

0.13%

0.11%

0.06%

International Equity Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

International Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Intrinsic Small Cap Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Intrinsic Value Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

0.31%

0.13%

0.08%

0.15%

0.13%

0.30%

0.12%

0.07%

0.14%

0.12%

0.29%

0.11%

0.06%

0.13%

0.11%

Instrinsic World Equity Fund

Class A

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Large Cap Core Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Large Cap Growth Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.13%

0.37%

0.30%

0.12%

0.07%

0.14%

0.12%

0.36%

0.29%

0.11%

0.06%

0.13%

0.11%

0.35%

Large Company Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Managed Account CoreBuilder Shares Series M

0.00%

Minnesota Tax-Free Fund

Class A

Class B

Class C

Administrator Class

0.21%

0.15%

0.20%

0.14%

0.19%

0.13%

Moderate Balanced Fund
Class A
Class B
Class C

Administrator Class

0.31%
0.31%
0.31%
0.15%

0.30%

0.14%

0.29%

0.13%

Money Market Fund

Class A

Class B

Class C

Daily Class

Investor Class

Service Class

0.27%

0.30%

0.17%

0.26%

0.29%

0.16%

0.25%

0.28%

0.15%

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.21%

0.15%

0.13%

0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

Municipal Cash Management Money Market Fund

Administrator Class

Institutional Class

Service Class

0.15%

0.13%

0.17%

0.14%

0.12%

0.16%

0.13%

0.11%

0.15%

Municipal Money Market Fund

Class A

Institutional Class

Investor Class

Service Class

Sweep Class

0.27%

0.13%

0.30%

0.17%

0.27%

0.26%

0.12%

0.29%

0.16%

0.26%

0.25%

0.11%

0.28%

0.15%

0.25%

National Tax-Free Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.27%

0.15%

0.13%

0.17%

0.27%

0.26%

0.14%

0.12%

0.16%

0.26%

0.25%

0.13%

0.11%

0.15%

0.25%

North Carolina Tax-Free Fund

Class A

Class C

Institutional Class

0.21%

0.13%

0.20%

0.12%

0.19%

0.11%

Omega Growth Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Opportunity Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.31%
0.31%

0.15%

0.13%
0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Pennsylvania Tax-Free Fund

Class A

Class B

Class C

Institutional Class

0.21%

0.13%

0.20%

0.12%

0.19%

0.11%

Precious Metals Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Premier Large Company Growth Fund

Class A

Class B

Class C

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

0.31%

0.13%

0.08%

0.15%

0.13%

0.37%

0.30%

0.12%

0.07%

0.14%

0.12%

0.36%

0.29%

0.11%

0.06%

0.13%

0.11%

0.35%

Short Duration Government Bond Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

0.21%

0.08%

0.15%

0.13%

0.20%

0.07%

0.14%

0.12%

0.19%

0.06%

0.13%

0.11%

Short-Term Bond Fund

Class A

Class C

Institutional Class

Investor Class

0.21%

0.21%
0.13%
0.24%

0.20%

0.12%

0.23%

0.19%

0.11%

0.22%

Short-Term High Yield Bond Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.21%

0.15%

0.13%
0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

Short-Term Municipal Bond Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.21%

0.15%

0.13%

0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

Small Cap Opportunities Fund

Administrator Class

Institutional Class⁸

0.15%

0.13%

0.14%

0.12%

0.13%

0.11%

Small Cap Value Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

0.31%
0.31%
0.31%

0.08%

0.15%

0.13%

0.37%

0.30%

0.07%

0.14%

0.12%

0.36%

0.29%

0.06%

0.13%

0.11%

0.35%

Small Company Growth Fund

Class A

Class B

Class C

Class R6⁹

Administrator Class

Institutional Class

0.31%

0.08%

0.15%

0.13%

0.30%

0.07%

0.14%

0.12%

0.29%

0.06%

0.13%

0.11%

Small Company Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Small/Mid Cap Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.31%

0.15%

0.13%

0.37%

0.30%

0.14%

0.12%

0.36%

0.29%

0.13%

0.11%

0.35%

Specialized Technology Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.31%

0.15%

0.37%

0.30%

0.14%

0.36%

0.29%

0.13%

0.35%

Special Mid Cap Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

0.31%

0.08%

0.15%

0.13%

0.37%

0.30%

0.07%

0.14%

0.12%

0.36%

0.29%

0.06%

0.13%

0.11%

0.35%

Special Small Cap Value Fund

Class A

Class B

Class C

Class R6¹⁰

Administrator Class

Institutional Class

0.31%

0.08%

0.15%

0.13%

0.30%

0.07%

0.14%

0.12%

0.29%

0.06%

0.13%

0.11%

Strategic Income Fund

Class A

Class C

Administrator Class

Institutional Class

0.21%

0.15%

0.13%

0.20%

0.14%

0.12%

0.19%

0.13%

0.11%

Strategic Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.21%

0.15%

0.13%

0.20%

0.14%

0.12%

0.19%

0.13%

0.11%

Traditional Small Cap Growth Fund

Class A

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Treasury Plus Money Market Fund

Class A

Institutional Class

Administrator Class

Service Class

Sweep Class

0.27%

0.13%

0.15%

0.17%

0.27%

0.26%

0.12%

0.14%

0.16%

0.26%

0.25%

0.11%

0.13%

0.15%

0.25%

Utility & Telecommunications Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

0.31%

0.15%

0.13%

0.30%

0.14%

0.12%

0.29%

0.13%

0.11%

Ultra Short-Term Income Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.21%
0.21%

0.15%

0.13%
0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

Ultra Short-Term Municipal Income Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

0.21%

0.15%
0.13%
0.24%

0.20%

0.14%

0.12%

0.23%

0.19%

0.13%

0.11%

0.22%

WealthBuilder Conservative Allocation Portfolio

0.31%

0.30%

0.29%

WealthBuilder Equity Portfolio

0.31%

0.30%

0.29%

WealthBuilder Growth Allocation Portfolio

0.31%

0.30%

0.29%

WealthBuilder Growth Balanced Portfolio

0.31%

0.30%

0.29%

WealthBuilder Moderate Balanced Portfolio

0.31%

0.30%

0.29%

WealthBuilder Tactical Equity Portfolio

0.31%

0.30%

0.29%

Wisconsin Tax-Free Fund

Class A

Class C

Investor Class

0.21%

0.21%
0.24%

0.20%

0.23%

0.19%

0.22%

100% Treasury Money Market Fund

Class A

Administrative Class

Institutional Class¹¹

Service Class

Sweep Class

0.27%

0.15%

0.13%

0.17%

0.27%

0.26%

0.14%

0.12%

0.16%

0.26%

0.25%

0.13%

0.11%

0.15%

0.25%

Most recent annual approval by the Board of Trustees: June 1, 2014

Schedule A to Appendix A amended: August 13, 2014

The foregoing fee schedule is agreed to as of August 13, 2014 and shall remain in effect until changed in writing by the parties.

WELLS FARGO FUNDS TRUST

By: ________________________________

C. David Messman

Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

By: ________________________________

Aldo Ceccarelli

Senior Vice President

1. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Absolute Return Fund. Class R6 will commence operations on or about December 1, 2014.

2. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the California Limited-Term Tax-Free Fund. The Institutional Class will commence operations on or about December 1, 2014.

3. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the California Tax-Free Fund. The Institutional Class will commence operations on or about December 1, 2014.

4. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Enterprise Fund. Class R6 will commence operations on or about December 1, 2014.

5. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund will commence operations in the fourth quarter 2014.

6. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the High Yield Bond Fund. The Institutional Class will commence operations on or about December 1, 2014.

7. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund effective on or about December 1, 2014.

8. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the Small Cap Opportunities Fund. The Institutional Class will commence operations on or about December 1, 2014.

9. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Small Company Growth Fund. Class R6 will commence operations on or about December 1, 2014.

10. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Special Small Cap Value Fund. Class R6 will commence operations on or about December 1, 2014.

11. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of the Institutional Class to the 100% Treasury Money Market Fund. The Institutional Class will commence operations on or about December 1, 2014.

EX-99.H OTH MAT CONT 9 htwota.htm SCHEDULE A TO TRANSFER AGENCY AND SERVICE AGREEMENT WITH BOSTON FINANCIAL DATA SERVICES, INC.

TRANSFER AGENCY AND SERVICE AGREEMENT

SCHEDULE A

List of Wells Fargo Advantage Funds

Wells Fargo Funds Trust

100% Treasury Money Market Fund

Absolute Return Fund

Adjustable Rate Government Fund

Alternative Strategies Fund

Asia Pacific Fund

Asset Allocation Fund

C&B Large Cap Value Fund

C&B Mid Cap Value Fund

California Limited-Term Tax-Free Fund

California Tax-Free Fund

California Municipal Money Market Fund

Capital Growth Fund

Cash Investment Money Market Fund

Colorado Tax-Free Fund

Common Stock Fund

Conservative Income Fund

Core Bond Fund

Disciplined U.S. Core Fund

Discovery Fund

Diversified Capital Builder Fund

Diversified Equity Fund

Diversified Income Builder Fund

Diversified International Fund

Dow Jones Target 2010 Fund

Dow Jones Target 2015 Fund

Dow Jones Target 2020 Fund

Dow Jones Target 2025 Fund

Dow Jones Target 2030 Fund

Dow Jones Target 2035 Fund

Dow Jones Target 2040 Fund

Dow Jones Target 2045 Fund

Dow Jones Target 2050 Fund

Dow Jones Target 2055 Fund

Dow Jones Target Today Fund

Emerging Growth Fund

Emerging Markets Equity Fund

Emerging Markets Equity Income Fund

Emerging Markets Equity Select Fund

Emerging Markets Local Bond Fund

Endeavor Select Fund

Enterprise Fund

Global Long/Short Fund¹

Global Opportunities Fund

Government Money Market Fund

Government Securities Fund

Growth Fund

Growth Balanced Fund

Heritage Money Market Fund

High Income Fund

High Yield Bond Fund

High Yield Municipal Bond Fund

Income Plus Fund

Index Asset Allocation Fund

Index Fund

Inflation-Protected Bond Fund²

Intermediate Tax/AMT-Free Fund

International Bond Fund

International Equity Fund

International Value Fund

Intrinsic Small Cap Value Fund

Intrinsic Value Fund

Intrinsic World Equity Fund

Large Cap Core Fund

Large Cap Growth Fund

Large Company Value Fund

Managed Account CoreBuilder Shares Series M

Minnesota Tax-Free Fund

Moderate Balanced Fund

Money Market Fund

Municipal Bond Fund

Municipal Cash Management Money Market Fund

Municipal Money Market Fund

National Tax-Free Money Market Fund

North Carolina Tax-Free Fund

Omega Growth Fund

Opportunity Fund

Pennsylvania Tax-Free Fund

Precious Metals Fund

Premier Large Company Growth Fund

Short Duration Government Bond Fund

Short-Term Bond Fund

Short-Term High Yield Bond Fund

Short-Term Municipal Bond Fund

Small Cap Opportunities Fund

Small Cap Value Fund

Small Company Growth Fund

Small Company Value Fund

Small/Mid Cap Value Fund

Special Mid Cap Value Fund

Special Small Cap Value Fund

Specialized Technology Fund

Strategic Income Fund

Strategic Municipal Bond Fund

Traditional Small Cap Growth Fund

Treasury Plus Money Market Fund

Ultra Short-Term Income Fund

Ultra Short-Term Municipal Income Fund

Utility & Telecommunications Fund

WealthBuilder Conservative Allocation Portfolio

WealthBuilder Equity Portfolio

WealthBuilder Growth Allocation Portfolio

WealthBuilder Growth Balanced Portfolio

WealthBuilder Moderate Balanced Portfolio

WealthBuilder Tactical Equity Portfolio

Wisconsin Tax-Free Fund

Wells Fargo Variable Trust

VT Discovery Fund

VT Index Asset Allocation Fund

VT International Equity Fund

VT Intrinsic Value Fund

VT Omega Growth Fund

VT Opportunity Fund

VT Small Cap Growth Fund

VT Small Cap Value Fund

VT Total Return Bond Fund

Schedule A amended: August 13, 2014

The foregoing schedule is agreed to as of August 13, 2014 and shall remain in effect until changed in writing by the parties.

Each of the Trusts on Schedule A

BY: __________________________________

Jeremy DePalma

Treasurer

ATTEST:

________________________________

BOSTONFINANCIAL DATA SERVICES, INC.

BY: _________________________________

ATTEST:

_______________________________

1. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund will commence operations in the fourth quarter 2014.

2. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund effective on or about December 1, 2014.

EX-99.H OTH MAT CONT 10 hthreeshareserv.htm APPENDIX A TO SHAREHOLDER SERVICING PLAN sct Class B serv plan

APPENDIX A

SHAREHOLDER SERVICING PLAN

WELLS FARGO FUNDS TRUST

Funds Trust

Funds and Share Classes^*

Maximum Shareholder Servicing Fee

Absolute Return Fund

Class A

Class C

Administrator Class

0.25

Adjustable Rate Government Fund

Class A

Class B

Class C

Administrator Class

0.25

Alternative Strategies Fund

Class A

Class C

Administrator Class

0.25

Asia Pacific Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Asset Allocation Fund

Class A

Class B

Class C

Class R

Administrator Class

0.25

C&B Large Cap Value Fund

Class A

Class B

Class C

Investor Class

Administrator Class

0.25

C&B Mid Cap Value Fund

Class A

Class B

Class C

Investor Class

Administrator Class

0.25

California Limited-Term Tax-Free Fund

Class A

Class C

Administrator Class

0.25

California Municipal Money Market Fund

Class A

Administrator Class

Service Class

Sweep Class

0.25

0.10

0.25

California Tax-Free Fund

Class A

Class B

Class C

Administrator Class

0.25

Capital Growth Fund

Class A

Class C

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Cash Investment Money Market Fund

Administrator Class

Service Class

0.10

0.25

Colorado Tax-Free Fund

Class A

Class B

Class C

Administrator Class

0.25

Common Stock Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25
0.25

0.25

Core Bond Fund

Class A

Class B

Class C

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Disciplined U.S. Core Fund

Class A

Class C

Administrator Class

0.25

Discovery Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Diversified Capital Builder Fund

Class A

Class B

Class C

Administrator Class

0.25

Diversified Equity Fund

Class A

Class B

Class C

Administrator Class

0.25

Diversified Income Builder Fund

Class A

Class B

Class C

Administrator Class

0.25

Diversified International Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25
0.25
0.25

0.25

Dow Jones Target Today Fund

Class A

Class B

Class C

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2010 Fund

Class A

Class B

Class C

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2015 Fund

Class A

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2020 Fund

Class A

Class B

Class C

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2025 Fund

Class A

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2030 Fund

Class A

Class B

Class C

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2035 Fund

Class A

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2040 Fund

Class A

Class B

Class C

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2045 Fund

Class A

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2050 Fund

Class A

Class C

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Dow Jones Target 2055 Fund

Class A

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Emerging Growth Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Emerging Markets Equity Fund

Class A

Class B

Class C

Administrator Class

0.25

Emerging Markets Equity Income Fund

Class A

Class C

Administrator Class

0.25

Emerging Markets Equity Select Fund

Class A

Class C

Administrator Class

0.25

Emerging Markets Local Bond Fund

Class A

Class C

Administrator Class

0.25

Endeavor Select Fund

Class A

Class B

Class C

Administrator Class

0.25

Enterprise Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25

Global Long/Short Fund¹

Class A

Class C

Administrator Class

0.25

Global Opportunities Fund

Class A

Class B

Class C

Administrator Class

0.25

Government Money Market Fund

Class A

Administrator Class

Service Class

Sweep Class

0.25

0.10

0.25

Government Securities Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25

Growth Balanced Fund

Class A

Class B

Class C

Administrator Class

0.25

Growth Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Heritage Money Market Fund

Administrator Class

Service Class

0.10

0.25

High Income Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25

High Yield Bond Fund

Class A

Class B

Class C

Administrator Class

0.25

High Yield Municipal Bond Fund

Class A

Class C

Administrator Class

0.25

Income Plus Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25

Index Asset Allocation Fund

Class A

Class B

Class C

Administrator Class

0.25

Index Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25

0.10

0.25

Inflation-Protected Bond Fund²

Class A

Class B

Class C

Administrator Class

0.25

Intermediate Tax/AMT-Free Fund

Class A

Class C

Administrator Class

Investor Class

0.25

International Bond Fund

Class A

Class B

Class C

Administrator Class

0.25
0.25
0.25

0.25

International Equity Fund

Class A

Class B

Class C

Class R

Administrator Class

0.25
0.25
0.25

0.25

International Value Fund

Class A

Class B

Class C

Administrator Class

0.25

Intrinsic Value Fund

Class A

Class B

Class C

Class R

Class R4

Administrator Class

0.25

0.10

0.25

Intrinsic Small Cap Value Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Intrinsic World Equity Fund

Class A

Class C

Administrator Class

0.25

Large Cap Core Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Large Cap Growth Fund

Class A

Class C

Class R

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Large Company Value Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Minnesota Tax-Free Fund

Class A

Class B

Class C

Administrator Class

0.25
0.25

0.25

Moderate Balanced Fund

Class A

Class B

Class C

Administrator Class

0.25
0.25

0.25

Money Market Fund

Class A

Class B

Class C

Daily Class

Investor Class

Service Class

0.25
0.25

0.25

0.25
0.25

0.25

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25

Municipal Cash Management Money Market Fund

Administrator Class

Service Class

0.10

0.25

Municipal Money Market Fund

Class A

Investor Class

Service Class

Sweep Class

0.25
0.25

0.25

National Tax-Free Money Market Fund

Class A

Administrator Class

Service Class

Sweep Class

0.25

0.10

0.25

North Carolina Tax-Free Fund

Class A

Class C

0.25

Omega Growth Fund

Class A

Class B

Class C

Class R

Administrator Class

0.25

Opportunity Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25

Pennsylvania Tax-Free Fund

Class A

Class B

Class C

0.25

Precious Metals Fund

Class A

Class B

Class C

Administrator Class

0.25

Premier Large Company Growth Fund

Class A

Class B

Class C

Class R4

Administrator Class

Investor Class

0.25

0.10

0.25

Short Duration Government Bond Fund

Class A

Class B

Class C

Administrator Class

0.25

Short-Term Bond Fund

Class A

Class C

Investor Class

0.25

Short-Term High Yield Bond Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Short-Term Municipal Bond Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Small Cap Opportunities Fund

Administrator Class

0.25

Small Cap Value Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25

Small Company Growth Fund

Class A

Class B

Class C

Administrator Class

0.25

Small Company Value Fund

Class A

Class B

Class C

Administrator Class

0.25

Small/Mid Cap Value Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Special Mid Cap Value Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Special Small Cap Value Fund

Class A

Class B

Class C

Administrator Class

0.25

Specialized Technology Fund

Class A

Class B

Class C

Administrator Class

Investor Class

0.25
0.25
0.25

0.25

Strategic Income Fund

Class A

Class C

Administrator Class

0.25
0.25
0.25

Strategic Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

0.25
0.25
0.25

0.25

Traditional Small Cap Growth Fund

Class A

Class C

Administrator Class

0.25

Treasury Plus Money Market Fund

Class A

Administrator Class

Service Class

Sweep Class

0.25

0.10

0.25

Ultra Short-Term Income Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Ultra Short-Term Municipal Income Fund

Class A

Class C

Administrator Class

Investor Class

0.25

Utility & Telecommunications Fund

Class A

Class B

Class C

Administrator Class

0.25

WealthBuilder Conservative Allocation Portfolio

0.25

WealthBuilder Equity Portfolio

0.25

WealthBuilder Growth Allocation Portfolio

0.25

WealthBuilder Growth Balanced Portfolio

0.25

WealthBuilder Moderate Balanced Portfolio

0.25

WealthBuilder Tactical Equity Portfolio

0.25

Wisconsin Tax-Free Fund

Class A

Class C

Investor Class

0.25

100% Treasury Money Market Fund

Class A

Administrator Class

Service Class

Sweep Class

0.25

0.10

0.25

Fees payable to a Servicing Agent are expressed as a percentage of the average daily net asset value of the shares of the specified class of the particular Fund beneficially owned by or attributable to clients of the Servicing Agent.

*On November 7, 2007, the Board of Trustees approved the closing of Class B shares to new investors and additional investments, effective February 14, 2008, with the exception of the Money Market Fund. Following the closing of the Class B shares, 12b-1 and shareholder servicing fees will continue to reimburse previously incurred distribution-related expenses and expenses for servicing shareholder accounts and retain the assets of existing shareholders.

Most recent annual approval: June 1, 2014

Appendix A amended: August 13, 2014

The foregoing fee schedule is agreed to as of August 13, 2014 and shall remain in effect until changed in writing by the parties.

WELLS FARGO FUNDS TRUST

By: ________________________________

C. David Messman

Secretary

WELLS FARGO FUNDS MANAGEMENT, LLC

By: ________________________________

Aldo Ceccarelli

Senior Vice President

1. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund will commence operations in the fourth quarter 2014.

2. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund effective on or about December 1, 2014.

EX-99.I LEGAL OPININ 11 iarflegalopinion.htm LEGAL OPINION

[WELLS FARGO ADVANTAGE FUNDS LETTERHEAD]

August 27, 2014

Wells Fargo Funds Trust
525 Market Street
San Francisco, California 94105

Re: Shares of Beneficial Interest of
Wells Fargo Funds Trust

Ladies/Gentlemen:

I am Senior Counsel of Wells Fargo Funds Management, LLC (the "Company"), adviser and administrator to the Wells Fargo Advantage Funds. I have acted as Counsel to the Company in connection with the issuance and sale of shares by the Wells Fargo Advantage Funds.

I refer to the Registration Statement on Form N-1A (SEC File Nos. 333-74295 and 811-09253) (the "Registration Statement") of Wells Fargo Funds Trust relating to the registration of an indefinite number of shares of beneficial interest in the Trust (collectively, the "Shares").

I have been requested by the Trust to furnish this opinion as Exhibit (i) to the Registration Statement.

Based upon and subject to the foregoing, I am of the opinion that:

(a) The issuance and sale of the Shares of the Funds by the Trust has been duly and validly authorized by all appropriate action of the Trust, and assuming delivery by sale or in accord with the Trust's dividend reinvestment plan in accordance with the description set forth in the Funds' current prospectuses under the Securities Act of 1933, as amended, the Shares will be legally issued, fully paid and nonassessable by the Trust.

(b) Pursuant to paragraph (b)(4) of Rule 485 under the Securities Act of 1933 (the "Rule"), as amended, the Registration Statement does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of the Rule.

I consent to the inclusion of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Maureen Towle

Maureen Towle
Senior Counsel
Wells Fargo Funds Management, LLC

EX-99.J OTHER OPININ 12 jaconsentarf.htm CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT AUDITORS

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Trustees and Shareholders

Wells Fargo Funds Trust

We consent to the use of our report dated June 12, 2014, with respect to the financial statements of Wells Fargo Advantage Absolute Return Fund, one of the funds comprising the Wells Fargo Funds Trust, as of April 30, 2014, incorporated herein by reference and to the reference to our firm under the captions “Financial Highlights” in the Prospectuses and “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the Statement of Additional Information.

/s/ KPMG LLP

Boston, Massachusetts

August 27, 2014

EX-99.M 12B-1 PLAN 13 mdistplan.htm APPENDIX A TO DISTRIBUTION PLAN APPENDIX A

APPENDIX A

DISTRIBUTION PLAN

WELLS FARGO FUNDS TRUST

Funds Trust

Funds and Share Classes^*

Maximum

Rule 12b-1 Fee

Absolute Return Fund

Class C

0.75

Adjustable Rate Government Fund

Class B

Class C

0.75

Alternative Strategies Fund

Class C

0.75

Asia Pacific Fund

Class C

0.75

Asset Allocation Fund

Class B

Class C

Class R

0.75

0.25

C&B Large Cap Value Fund

Class B

Class C

0.75

C&B Mid Cap Value Fund

Class B

Class C

0.75

California Limited-Term Tax-Free Fund

Class C

0.75

California Municipal Money Market Fund

Sweep Class

0.35

California Tax-Free Fund

Class B

Class C

0.75

Capital Growth Fund

Class C

0.75

Colorado Tax-Free Fund

Class B

Class C

0.75

Common Stock Fund

Class B

Class C

0.75

Core Bond Fund

Class B

Class C

Class R

0.75

0.25

Disciplined U.S. Core Fund

Class C

0.75

Discovery Fund

Class C

0.75

Diversified Capital Builder Fund

Class B

Class C

0.75

Diversified Equity Fund

Class B

Class C

0.75

Diversified Income Builder Fund

Class B

Class C

0.75

Diversified International Fund

Class B

Class C

0.75

Dow Jones Target Today Fund

Class B

Class C

Class R

0.75

0.25

Dow Jones Target 2010 Fund

Class B

Class C

Class R

0.75

0.25

Dow Jones Target 2015 Fund

Class R

0.25

Dow Jones Target 2020 Fund

Class B

Class C

Class R

0.75

0.25

Dow Jones Target 2025 Fund

Class R

0.25

Dow Jones Target 2030 Fund

Class B

Class C

Class R

0.75

0.25

Dow Jones Target 2035 Fund

Class R

0.25

Dow Jones Target 2040 Fund

Class B

Class C

Class R

0.75

0.25

Dow Jones Target 2045 Fund

Class R

0.25

Dow Jones Target 2050 Fund

Class C

Class R

0.75

0.25

Dow Jones Target 2055 Fund

Class R

0.25

Emerging Growth Fund

Class C

0.75

Emerging Markets Equity Fund

Class B

Class C

0.75

Emerging Markets Equity Income Fund

Class C

0.75

Emerging Markets Equity Select Fund

Class C

0.75

Emerging Markets Local Bond Fund

Class C

0.75

Endeavor Select Fund

Class B

Class C

0.75

Enterprise Fund

Class B

Class C

0.75

Global Long/Short Fund¹

Class C

0.75

Global Opportunities Fund

Class B

Class C

0.75

Government Money Market Fund

Sweep Class

0.35

Government Securities Fund

Class B

Class C

0.75

Growth Balanced Fund

Class B

Class C

0.75

Growth Fund

Class C

0.75

High Income Fund

Class B

Class C

0.75

High Yield Bond Fund

Class B

Class C

0.75

High Yield Municipal Bond Fund

Class C

0.75

Income Plus Fund

Class B

Class C

0.75

Index Asset Allocation Fund

Class B

Class C

0.75

Index Fund

Class B

Class C

0.75

Inflation-Protected Bond Fund²

Class B

Class C

0.75

Intermediate Tax/AMT-Free Fund

Class C

0.75

International Bond Fund

Class B

Class C

0.75

International Equity Fund

Class B

Class C

Class R

0.75

0.25

International Value Fund

Class B

Class C

0.75

Intrinsic Small Cap Value Fund

Class C

0.75

Intrinsic Value Fund

Class B

Class C

Class R

0.75

0.25

Intrinsic World Equity Fund

Class C

0.75

Large Cap Core Fund

Class C

0.75

Large Cap Growth Fund

Class C

Class R

0.75

0.25

Large Company Value Fund

Class C

0.75

Managed Account CoreBuilder Shares Series M

0.00

Minnesota Tax-Free Fund

Class B

Class C

0.75

Moderate Balanced Fund
Class B
Class C

0.75
0.75

Money Market Fund

Class B

Class C

Daily Class

0.75

0.25

Municipal Bond Fund

Class B

Class C

0.75

Municipal Money Market Fund

Sweep Class

0.35

National Tax-Free Money Market Fund

Sweep Class

0.35

North Carolina Tax-Free Fund

Class C

0.75

Omega Growth Fund

Class B

Class C

Class R

0.75

0.25

Opportunity Fund

Class B

Class C

0.75

Pennsylvania Tax-Free Fund

Class B

Class C

0.75

Precious Metals Fund

Class B

Class C

0.75

Premier Large Company Growth Fund

Class B

Class C

0.75

Short Duration Government Bond Fund

Class B

Class C

0.75

Short-Term Bond Fund

Class C

0.75

Short-Term High Yield Bond Fund

Class C

0.75

Short-Term Municipal Bond Fund

Class C

0.75

Small Cap Value Fund

Class B

Class C

0.75

Small Company Growth Fund

Class B
Class C

0.75

Small Company Value Fund

Class B
Class C

0.75

Small/Mid Cap Value Fund

Class C

0.75

Special Mid Cap Value Fund

Class C

0.75

Special Small Cap Value Fund

Class B

Class C

0.75

Specialized Technology Fund

Class B
Class C

0.75

Strategic Income Fund

Class C

0.75

Strategic Municipal Bond Fund

Class B

Class C

0.75

Traditional Small Cap Growth Fund

Class C

0.75

Treasury Plus Money Market Fund

Sweep Class

0.35

Utility and Telecommunications Fund

Class B

Class C

0.75

Ultra Short-Term Income Fund

Class C

0.75

Ultra Short-Term Municipal Income Fund

Class C

0.75

WealthBuilder Conservative Allocation Portfolio

0.75

WealthBuilder Equity Portfolio

0.75

WealthBuilder Growth Allocation Portfolio

0.75

WealthBuilder Growth Balanced Portfolio

0.75

WealthBuilder Moderate Balanced Portfolio

0.75

WealthBuilder Tactical Equity Portfolio

0.75

Wisconsin Tax-Free Fund

Class C

0.75

100% Treasury Money Market Fund

Sweep Class

0.35

Most recent annual approval: June 1, 2014

Appendix A amended: August 13, 2014

*On November 7, 2007, the Board of Trustees approved the closing of Class B shares to new investors and additional investments, effective February 14, 2008, with the exception of the Money Market Fund. Following the closing of the Class B shares, 12b-1 payments will continue to fund previously incurred distribution-related expenses.

1. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund will commence operations in the fourth quarter 2014.

2. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund effective on or about December 1, 2014.

EX-99.N 18F-3 PLAN 14 nmulticlass.htm APPENDICES A AND B TO RULE 18F-3 MULTI-CLASS PLAN sfi 18f3 multi class plan

APPENDIX A

RULE 18f-3 MULTI-CLASS PLAN

WELLS FARGO FUNDS TRUST

Funds Trust Multi Class

Funds and Share Classes

Maximum Initial Sales Charge

Maximum

CDSC^±

Maximum 12b-1 Fee^**

Maximum Shareholder Servicing Fee

Absolute Return Fund

Class A

Class C

Class R6¹

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

None

Adjustable Rate Government Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

2.00

None

1.50

1.00

None

0.75

None

0.25

None

Alternative Strategies Fund

Class A

Class C

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

Asia Pacific Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

Asset Allocation Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

None

C&B Large Cap Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

C&B Mid Cap Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

California Limited-Term Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class²

3.00

None

1.00

None

0.75

None

0.25

None

California Municipal Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

None

0.35

0.25

0.10

None

0.25

California Tax-Free Fund

Class A

Class B

Class C

Administrator Class

Institutional Class³

4.50

None

5.00

1.00

None

0.75

None

0.25

None

Capital Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

Class R4

Class R6

5.75

None

1.00

None

0.75

None

0.25

None

0.25

0.10

None

Cash Investment Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

None

0.10

None

0.25

Colorado Tax-Free Fund

Class A

Class B

Class C

Administrator Class

4.50

None

5.00

1.00

None

0.75

None

0.25

Common Stock Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

None

0.25

Conservative Income Fund

Institutional Class

None

Core Bond Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

4.50

None

5.00

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

None

0.25

Disciplined U.S. Core Fund

Class A

Class C

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

Discovery Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

None

0.25

Diversified Capital Builder Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

Diversified Equity Fund

Class A

Class B

Class C

Administrator Class

5.75

None

5.00

1.00

None

0.75

None

0.25

Diversified Income Builder Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

Diversified International Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

Dow Jones Target Today Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2010 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2015 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2020 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2025 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2030 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2035 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2040 Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2045 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2050 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

Dow Jones Target 2055 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

Investor Class

5.75

None

0.25

None

0.25

0.10

None

0.25

Emerging Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

Emerging Markets Equity Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

None

Emerging Markets Equity Income Fund

Class A

Class C

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

Emerging Markets Equity Select Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

None

Emerging Markets Local Bond Fund

Class A

Class C

Administrator Class

Institutional Class

4.50

None

1.00

None

0.75

None

0.25

None

Endeavor Select Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

Enterprise Fund

Class A

Class B

Class C

Class R6⁴

Administrator Class

Institutional Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

None

0.25

Global Long/Short Fund⁵

Class A

Class C

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

Global Opportunities Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

Government Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

None

0.35

0.25

0.10

None

0.25

Government Securities Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

4.50

None

5.00

1.00

None

0.75

None

0.25

None

0.25

Growth Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

Growth Balanced Fund

Class A

Class B

Class C

Administrator Class

5.75

None

5.00

1.00

None

0.75

None

0.25

Heritage Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

None

0.10

None

0.25

High Income Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

4.50

None

5.00

1.00

None

0.75

None

0.25

None

0.25

High Yield Municipal Bond Fund

Class A

Class C

Administrator Class

Institutional Class

4.50

None

1.00

None

0.75

None

0.25

None

High Yield Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class⁶

4.50

None

5.00

1.00

None

0.75

None

0.25

None

Income Plus Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

4.50

None

5.00

1.00

None

0.75

None

0.25

None

0.25

Index Asset Allocation Fund

Class A

Class B

Class C

Administrator Class

5.75

None

5.00

1.00

None

0.75

None

0.25

Index Fund

Class A

Class B

Class C

Administrator Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

0.10

0.25

Inflation-Protected Bond Fund⁷

Class A

Class B

Class C

Administrator Class

4.50

None

5.00

1.00

None

0.75

None

0.25

Intermediate Tax/AMT-Free Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

3.00

None

1.00

None

0.75

None

0.25

None

0.25

International Bond Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

4.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

None

International Equity Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

None

International Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

Intrinsic Small Cap Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

Intrinsic Value Fund

Class A

Class B

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

None

Intrinsic World Equity Fund

Class A

Class C

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

Large Cap Core Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

Large Cap Growth Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

0.25

None

0.25

0.10

None

0.25

None

0.25

Large Company Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

Minnesota Tax-Free Fund

Class A

Class B

Class C

Administrator Class

4.50

None

5.00

1.00

None

0.75

None

0.25

Moderate Balanced Fund

Class A

Class B

Class C

Administrator Class

5.75

None

5.00

1.00

None

0.75

None

0.25

Money Market Fund

Class A

Class B

Class C

Daily Class

Investor Class

Service Class

None

5.00

1.00

None

0.75

0.25

None

0.25

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

4.50

None

5.00

1.00

None

0.75

None

0.25

None

0.25

Municipal Cash Management Money Market Fund

Administrator Class

Institutional Class

Service Class

None

0.10

None

0.25

Municipal Money Market Fund

Class A

Institutional Class

Investor Class

Service Class

Sweep Class

None

0.35

0.25

None

0.25

National Tax-Free Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

None

0.35

0.25

0.10

None

0.25

North Carolina Tax-Free Fund

Class A

Class C

Institutional Class

4.50

None

1.00

None

0.75

None

0.25

None

Omega Growth Fund

Class A

Class B

Class C

Class R

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

0.25

None

0.25

None

Opportunity Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

Pennsylvania Tax-Free Fund

Class A

Class B

Class C

Institutional Class

4.50

None

5.00

1.00

None

0.75

None

0.25

None

Precious Metals Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

Premier Large Company Growth Fund

Class A

Class B

Class C

Class R4

Class R6

Administrator Class

Institutional Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

0.10

None

0.25

None

0.25

Short Duration Government Bond Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

3.00

None

3.00

1.00

None

0.75

None

0.25

None

0.25

None\

Short-Term Bond Fund

Class A

Class C

Institutional Class

Investor Class

3.00

None

1.00

None

0.75

None

0.25

None

0.25

Short-Term High Yield Bond Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

3.00

None

1.00

None

0.75

None

0.25

None

0.25

Short-Term Municipal Bond Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

3.00

None

1.00

None

0.75

None

0.25

None

0.25

Small Cap Opportunities Fund

Administrator Class

Institutional Class⁸

None

0.25

None

Small Cap Value Fund

Class A

Class B

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

None

0.25

Small Company Growth Fund

Class A

Class B

Class C

Class R6⁹

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

None

Small Company Value Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

Small/Mid Cap Core Fund

Class A

Class C

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

Small/Mid Cap Value Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

Specialized Technology Fund

Class A

Class B

Class C

Administrator Class

Investor Class

5.75

None

5.00

1.00

None

0.75

None

0.25

Special Mid Cap Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

Investor Class

5.75

None

1.00

None

0.75

None

0.25

None

0.25

None

0.25

Special Small Cap Value Fund

Class A

Class B

Class C

Class R6¹⁰

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

0.25

None

Strategic Income Fund

Class A

Class C

Administrator Class

Institutional Class

4.50

None

1.00

None

0.75

None

0.25

None

Strategic Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

4.50

None

5.00

1.00

None

0.75

None

0.25

None

Traditional Small Cap Growth Fund

Class A

Class C

Administrator Class

Institutional Class

5.75

None

1.00

None

0.75

None

0.25

None

Treasury Plus Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

None

0.35

0.25

0.10

None

0.25

Ultra Short-Term Income Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

2.00

None

1.00

None

0.75

None

0.25

None

0.25

Ultra Short-Term Municipal Income Fund

Class A

Class C

Administrator Class

Institutional Class

Investor Class

2.00

None

1.00

None

0.75

None

0.25

None

0.25

Utility and Telecommunications Fund

Class A

Class B

Class C

Administrator Class

Institutional Class

5.75

None

5.00

1.00

None

0.75

None

0.25

None

Wisconsin Tax-Free Fund

Class A

Class C

Investor Class

4.50

None

1.00

None

0.75

None

0.25

100% Treasury Money Market Fund

Class A

Administrator Class

Institutional Class¹¹

Service Class

Sweep Class

None

0.35

0.25

0.10

None

0.25

Appendix A amended: August 13, 2014

^± Class A shares that are purchased at NAV in amounts of $1,000,000 or more have no initial sales charge and will be assessed a 1.00% CDSC if they are redeemed within eighteen months from the date of purchase, unless the dealer of record waives its commission (except for those Funds identified in the table as having Class A shares that are not subject to any CDSC). Class A shares purchased at NAV in amounts of less than $1,000,000 have an initial sales charge and will not be assessed a CDSC.

Class A shares for the, Intermediate Tax/AMT-Free Fund and Short-Term Municipal Bond Fund that are purchased at NAV in amounts of $1,000,000 will be assessed a 0.50% if they are redeemed within eighteen months from the date of purchase, unless the dealer of record waives its commission. Effective November 1, 2012, Class A shares for the Intermediate Tax/AMT-Free Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.50% CDSC if the shares are redeemed within 12 months of purchase. In addition,

Class A shares for the Short-Term High Yield Bond Fund that are purchased at NAV in amounts of $500,000 will be assessed a 0.40% if they are redeemed within twelve months from the date of purchase, unless the dealer of record waives its commission. Effective November 1, 2012, Class A shares for the Short-Term High Yield Bond Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.50% CDSC if the shares are redeemed within 12 months of purchase.

Class A shares for the Adjustable Rate Government Fund, California Limited-Term Tax-Free Fund, Short Duration Government Bond Fund and Short-Term Bond Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.40% if they are redeemed within twelve months from the date of purchase, unless the dealer of record waives its commission.

**On November 7, 2007, the Board of Trustees approved the closing of Class B shares to new investors and additional investments, effective February 14, 2008, with the exception of the Money Market Fund. Following the closing of the Class B shares, 12b-1 payments will continue to fund previously incurred distribution-related expenses.

APPENDIX B

Multi-Class Funds and Classes			Class-Level Administration Fee
	Multi-Class Non-Money Market/Non-Fixed Income Funds (Other than Asset Allocation Fund)
		Class A, Class B, Class C and Class R			0.26%
		Administrator Class			0.10%
		Institutional Class and Class R4			0.08%
		Investor Class			0.32%
		Class R6			0.03%
	Absolute Return Fund
		Class A and Class C			0.26%
		Administrator Class			0.10%
		Institutional Class			0.08%
		Class R6			0.03%
	Asset Allocation Fund
		Class A, Class B, Class C and Class R			0.26%
		Administrator Class			0.10%
		Institutional Class			0.08%
	Multi-Class Fixed Income (Non-Money Market) Funds
	Class A, Class B, Class C and Class R			0.16%
	Administrator Class			0.10%
	Institutional Class and Class R4			0.08%
	Investor Class			0.19%
	Class R6			0.03%
	Multi-Class Money Market Funds
Class A, Class B and Class C			0.22%
Service Class			0.12%
Administrator Class			0.10%
Institutional Class			0.08%
Investor Class			0.25%
Select Class			0.04%
Sweep Class and Daily Class			0.22%

Appendix B amended: August 13, 2014

1. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Absolute Return Fund. Class R6 will commence operations on or about December 1, 2014.

4. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Enterprise Fund. Class R6 will commence operations on or about December 1, 2014.

5. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the establishment of the Global Long/Short Fund. The Fund will commence operations in the fourth quarter of 2014.

7. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the name change of the Inflation-Protected Bond Fund to the Real Return Fund effective on or about December 1, 2014.

9. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Small Company Growth Fund. Class R6 will commence operations on or about December 1, 2014.

10. On August 13, 2014 the Board of Wells Fargo Funds Trust approved the addition of Class R6 to the Special Small Cap Value Fund. Class R6 will commence operations on or about December 1, 2014.

EX-99.P CODE ETH 15 pthreeallianzcoe.htm ALLIANZ GLOBAL INVESTORS U.S. LLC (FORMERLY RCM CAPITAL MANAGEMENT, LLC) CODE OF ETHICS

Code of Business Conduct

and

Code of Ethics

ALLIANZ GLOBAL INVESTORS U.S. HOLDINGS

and subsidiaries

ALLIANZ ASSET MANAGEMENT OF AMERICA

Effective: April 1, 2013

TABLE OF CONTENTS

I.	LETTER FROM THE CEO OF AGI U.S. HOLDINGS AND COO OF AAMA LP	3
II.	GENERAL POLICY STATEMENT
	Compliance	4
	Certifications	4
III.	CODE OF BUSINESS CONDUCT
	Fiduciary Duty of our Investment Advisers	5
	General Obligations of all Covered Persons	5
	Insider Trading Policies and Procedures	6
	Anti-Corruption	13
	Gifts and Business Entertainment Policy	13
	Charitable Contributions	16
	Political Contributions	17
	Outside Business Activities	17
	Service as Director of any Unaffiliated Organization	18
	Privacy	18
	Policy for Reporting Suspicious Activities and Concerns	18
IV.	CODE OF ETHICS
	Personal Securities Transactions Policy	20

LETTER FROM THE CEO OF AGI U.S. HOLDINGS AND COO OF AAMA LP

Dear Colleague,

Every one of us has the power to influence the way our firms are viewed by all our stakeholders, simply through the actions we take and decisions we make every day. Our firms are committed to conducting business with honesty and integrity in accordance with high ethical standards and with respect for each other and those with whom we do business. Our Code of Business Conduct and Code of Ethics (together, the “Code”) outlines the basic rules, standards and behaviors necessary to achieve those objectives. It is an important responsibility and we’re honored to share it with you.

The Code is applicable to all Covered Persons. At its core, it aims to promote honest and ethical conduct, full and accurate disclosure, and compliance with all applicable laws, rules and regulations. It provides guidance on how to deal with ethical conflicts of interest that may arise and the mechanism for reporting and dealing with breaches of the Code.

The public trust is our most valuable asset. It is earned every day through adherence to the principles of integrity and fair dealing, and every one of us plays an essential role in maintaining the fairness, health and integrity of our markets. Commitment to the Code, and living our core values of Respect, Integrity, Passion and Excellence, will help ensure the highest ethical fiduciary standards endure at our firms.

While the Code does not explicitly discuss every ethical issue we may encounter, it does provide the underlying principles that should be used to guide our daily decisions and behaviors. When in doubt or if you need guidance in a specific business situation or application of the Code, please contact the Code of Ethics Office.

Thank you for your unwavering commitment to our Code and for living our values every day.

Brian Gaffney	John Maney
Chief Executive Officer	Chief Operating Officer
Allianz Global Investors U.S. Holdings LLC	Allianz Asset Management of America L.P.

GENERAL POLICY STATEMENT

The Code has been adopted by Allianz Asset Management of America L.P. (“AAMA LP”), Allianz Asset Management of America LLC (“AAMA LLC”), Allianz Global Investors U.S. Holdings LLC (“AGI U.S. Holdings”), Allianz Global Investors U.S. LLC (“AGI U.S.”), Allianz Global Investors Distributors LLC (“AGID”), Allianz Global Investors Fund Management LLC (“AGIFM”), NFJ Investment Group LLC (“NFJ”), and Pallas Investment Partners, L.P. (“Pallas”) (each, a “Company”) and is applicable to all partners, officers, directors, and employees of the Company, interns and Temporary Employees (i.e., temp, consultant or contractor) (collectively, “Covered Persons”). The Code is based on the principle that in addition to the fiduciary obligations of the Company, you owe a fiduciary duty to the shareholders of the registered investment companies (the “Funds”), other clients for which the Company serves as an adviser or sub-adviser (the “Advisory Clients”), and customers of our broker-dealer (“Customers” and together with Funds and Advisory Clients, “Clients”). Accordingly, you must avoid activities, interests and relationships that could interfere or appear to interfere with making decisions in the best interests of Clients.

A. COMPLIANCE

Compliance with the Code is considered a basic condition of employment with the Company. We take this Code and your obligations under it very seriously. A failure to comply with the Code may constitute grounds for remedial actions, which may include, but are not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against your personal interests. Violations of this Code may also constitute violations of law, which could result in criminal or civil penalties for you and/or the Company.

In addition, the Federal Securities Laws require companies and individual supervisors to reasonably supervise Covered Persons with a view toward preventing violations of law and violations of a company’s Code. As a result, all Covered Persons who have supervisory responsibility should endeavor to ensure that those individuals that they supervise, including Temporary Employees, are familiar with and remain in compliance with its requirements.

Further, Covered Persons must refrain from any intentional act or omission, which is illegal under applicable laws or regulations, and which may result in an actual or potential loss of Company assets or revenue or harm of reputation.

B. CERTIFICATIONS

Covered Persons are required to certify their receipt and understanding of and compliance with the Code within ten days of becoming a Covered Person. On an annual basis, all Covered Persons are required to re-certify their understanding of and compliance with the Code. You will be provided with timely notification of these certification requirements and directions on how to complete them by the Code of Ethics Office. Other reporting and certification requirements are set forth in the Gifts and Business Entertainment Policy, Political Contributions Policy, and Personal Securities Transactions Policy.

CODE OF BUSINESS CONDUCT

A. FIDUCIARY DUTY OF OUR INVESTMENT ADVISERS

Our investment advisers owe a fiduciary duty to the Clients for which they serve as an adviser or sub-adviser. Covered Persons of our investment advisers must avoid activities, interests, and relationships that could interfere or appear to interfere with our advisers’ fiduciary duties. Accordingly, at all times, Covered Persons must place the interests of Clients first and scrupulously avoid serving their own personal interests ahead of the interests of Clients. Covered Persons may not cause a Client to take action, or not to take action, for their personal benefit rather than for the benefit of the Client. For example, you would violate the Code if you caused a Client to purchase a Security you owned for the purpose of increasing the price of that Security. If you are an Investment Person³ of the Company, you would also violate this Code if you made a personal investment in a Security that might be an appropriate investment for a Client without first considering the Security as an investment for the Client. Investment opportunities of limited availability that are suitable for Clients also must be considered for purchase for such Clients before an Investment Person may personally trade in them. Such opportunities include, but are not limited to, investments in initial public offerings and private placements.

B. GENERAL OBLIGATIONS OF ALL COVERED PERSONS

At all times, Covered Persons must:

Conduct personal securities transactions in full compliance with the Code including the Insider Trading Policy and Personal Securities Transactions Policy. The Company encourages you and your family to develop personal investment programs. However, you must not take any action in connection with your personal investments that could cause even the appearance of unfairness or impropriety.

Avoid taking inappropriate advantage of your position. The receipt of investment opportunities, gifts or gratuities from persons seeking business with the Company directly or on behalf of a Client of the Company could call into question the independence of your business judgment. In addition, information concerning the identity of security holdings and financial circumstances of a Client is confidential. You may not use personal or account information of any Client of the Company except as permitted by the Company’s Privacy policies (See section III. J on Privacy).
Comply with applicable Federal Securities Laws and regulations. You are not permitted to: (i) defraud a Client in any manner; (ii) mislead a Client, including making a statement that omits material facts; (iii) engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a Client; (iv) engage in any manipulative practice with respect to a Client; (v) engage in any manipulative practices with respect to securities, including price manipulation; or (vi) otherwise violate applicable Federal Securities Laws and regulations. AGID Covered Persons and/or AGID Registered Representatives³ must also comply with applicable NASD/FINRA and MSRB rules and AGIFM and AGI U.S. Covered Persons must also comply with applicable Commodity Futures Trading Commission (“CFTC”) regulations. In the event that you are unsure of any such laws or regulations, consult your Legal Department.

A potential violation of the Code may result in remedial actions, which may include but are not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against your personal interests.

C. INSIDER TRADING POLICIES AND PROCEDURES

Section I. Policy Statement on Insider Trading

The Company forbids any of its partners, officers, directors, and employees, including interns and Temporary Employees (i.e., temp, consultant or contractor) (collectively, “Covered Persons”) from trading, either personally or on behalf of others (such as, the Clients), on the basis of material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as "insider trading."

The law related to prohibitions on insider trading is based on the broad anti-fraud provisions of the Securities Act and the Exchange Act which were enacted after the United States market crash of 1929. The Exchange Act addressed insider trading directly through Section 16(b) and indirectly through Section 10(b).

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(1) trading by an insider, while aware of material, non-public information;

(2) trading by a non-insider, while aware of material, non-public information, where the information was disclosed to the non-insider in violation of an insider's duty to keep it confidential; or

(3) communicating material, non-public information to others in breach of a duty of trust or confidence.

Any questions regarding this policy statement and the related procedures set forth herein should be referred to your Company’s Chief Compliance Officer or Chief Legal Officer, or to the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel.

Please note that Covered Persons are subject to other Company policies that prohibit or restrict the disclosure or use of material, non-public information regarding Clients and their investments, regardless of whether the disclosure or use gives rise to insider trading. For instance, the selective disclosure of portfolio holdings or related information regarding Clients to third parties is generally prohibited except in limited circumstances in accordance with applicable Company or Fund policies. In addition, the Affiliated Closed-End Funds have adopted policies under Regulation FD which govern and severely restrict circumstances under which a Covered Person acting on behalf of the Affiliated Closed-End Funds (i.e., an “insider”) may selectively disclose material non-public information regarding the funds to certain categories of third parties (e.g., broker-dealers, analysts, investment advisers, funds and shareholders). If you have any questions, you should consult with the individuals noted in the prior paragraph before disclosing or using material, non-public information regarding Clients and their investments under any circumstances.

1. To Whom Does The Insider Trading Policy Apply?

This policy applies to Covered Persons and extends to activities within and outside their duties at the Company. This policy also applies to any transactions in any securities by family members, trusts or corporations controlled by such persons.

In particular, this policy applies to securities transactions by (but not limited to):

the Covered Person's spouse;
the Covered Person's minor children;
any other relatives living in the Covered Person's household;
a trust in which the Covered Person has a beneficial interest, unless such

person has no direct or indirect control over the trust;

a trust for which the Covered Person is a trustee;
a revocable trust for which the Covered Person is a settlor;
a corporation of which the Covered Person is an officer, director or

10% or greater stockholder; or

a partnership of which the Covered Person is a partner (including most

investment clubs) unless the Covered Person has no direct or indirect control

over the partnership.

2. What is Material Information?

Trading on inside information is not a basis for liability unless the information is deemed to be material. "Material Information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities.

Although there is no precise, generally accepted definition of materiality, information is likely to be material if it relates to significant changes affecting such matters as:

dividend or earnings expectations;
write-downs or write-offs of assets;
additions to reserves for bad debts or contingent liabilities;
expansion or curtailment of company or major division operations;
proposals or agreements involving a joint venture, merger, acquisition, divestiture, or leveraged buy-out;
new products or services;
exploratory, discovery or research developments;
criminal indictments, civil litigation or government investigations;
disputes with major suppliers or customers or significant changes in the relationships with such parties;
labor disputes including strikes or lockouts;
substantial changes in accounting methods;
major litigation developments;
major personnel changes;
debt service or liquidity problems;
bankruptcy or insolvency;
extraordinary management developments;
public offerings or private sales of debt or equity securities;
calls, redemptions or purchases of a company's own stock;
issuer tender offers; or
recapitalizations.

Information provided by a company could be material because of its expected effect on a particular class of the company's securities, all of the company's securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuses of Material Information reaches all types of securities (whether stock or other equity interests, corporate debt, government or municipal obligations, or commercial paper) as well as any option related to that security (such as a put, call or index security).

Material Information does not have to relate to a company's business. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in The Wall Street Journal and whether those reports would be favorable or not.

3. What is Non-public Information?

In order for issues concerning insider trading to arise, information must not only be material, it must be "non-public". "Non-Public Information” is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an "insider" is also deemed Non-Public Information.

At such time as Material Non-Public Information has been effectively distributed to the investing public, it is no longer subject to insider trading restrictions. However, for Non-Public Information to become public information, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.

To show that Material Information is public, you should be able to point to some fact verifying that the information has become generally available, for example, disclosure in a national business and financial wire service (Dow Jones or Reuters), a national news service (AP or UPI), a national newspaper (The Wall Street Journal, The New York Times or The Financial Times), or a publicly disseminated disclosure document (a proxy statement or prospectus). The circulation of rumors or "talk on the street", even if accurate, widespread and reported in the media or social media does not constitute the requisite public disclosure. The information must not only be publicly disclosed, there must also be adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered non-public until the third business day after public disclosure.

Material Non-Public Information is not made public by selective dissemination. Material Information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as Non-Public Information which must not be disclosed or otherwise misused. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the "inside" information possessed by the Company has yet to be publicly disclosed, the information is deemed "non-public" and may not be misused.

Information Provided in Confidence. It is possible that one or more Covered Persons of the Company may become temporary "insiders" because of a duty of trust or confidence. A duty of trust or confidence can arise: (1) whenever a person agrees to maintain information in confidence; (2) when two people have a history, pattern, or practice of sharing confidences such that the recipient of the information knows or reasonably should know that the person communicating the Material Non-Public Information expects that the recipient will maintain its confidentiality; or (3) whenever a person receives or obtains Material Non-Public Information from certain close family members such as spouses, parents, children and siblings. For example, personnel at the Company may become insiders when an external source, such as a company whose securities are held by one or more of the accounts managed by the Company, discloses Material Non-Public Information to the Company’s portfolio managers or analysts with the expectation that the information will remain confidential.

As an "insider", the Company and any applicable Covered Person has a duty not to breach the trust of the party that has communicated the Material Non-Public Information by misusing that information. This duty may arise because the Company has entered or has been invited to enter into a commercial relationship with a company, Client or prospective Client and has been given access to confidential information solely for the corporate purposes of that company, Client or prospective Client. This duty remains whether or not the Company ultimately participates in the transaction.

Information Disclosed in Breach of a Duty. Analysts and portfolio managers at the Company must be especially wary of Material Non-Public Information disclosed in breach of corporate insider's duty of trust or confidence that he or she owes the corporation and shareholders. Even where there is no expectation of confidentiality, a person may become an "insider" upon receiving material, non-public information in circumstances where a person knows, or should know, that a corporate insider is disclosing information in breach of a duty of trust and confidence that he or she owes the corporation and its shareholders. Whether the disclosure is an improper "tip" that renders the recipient a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. In the context of an improper disclosure by a corporate insider, the requisite "personal benefit" may not be limited to a present or future monetary gain. Rather, a prohibited personal benefit could include a reputational benefit, an expectation of a “quid pro quo” from the recipient or the recipient's employer by a gift of the "inside" information.

A person may, depending on the circumstances, also become an "insider" or "tippee" when he or she obtains Material Non-Public Information by happenstance, including information derived from social situations, business gatherings, overheard conversations, misplaced documents, and "tips" from insiders or other third parties.

Investment Information Relating to our Clients is Non-Public Inside Information. In the course of your employment, Covered Persons may learn about the current or pending investment activities of our Clients (e.g. actual or pending purchases and sales of securities). Using or sharing this information other than in connection with the investment of Client accounts is considered acting on inside information and therefore prohibited. The Boards of the Funds (both proprietary and third party sub-advised) have adopted Portfolio Holdings Disclosure Policies to prevent the misuse of Material Non-Public Information relating to the Funds and to ensure all shareholders of the Funds have equal access to portfolio holdings information. In that regard, Covered Persons must follow the Funds' policies on disclosure of non-public portfolio holdings information unless disclosure is specifically permitted under other sharing of investment-related information.

Identifying Material Information

Before trading for yourself or others, including investment companies or private accounts managed by the Company, in the securities of a company about which you may have potential Material Non-Public Information, ask yourself the following questions:

i. Is this information that an investor could consider important in making his or her investment decisions? Is this information that could substantially affect the market price of the securities if generally disclosed?

ii. To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in The Financial Times, Reuters, The Wall Street Journal or other publications of general circulation?

Given the potentially severe regulatory, civil and criminal sanctions to which you, the Company and its personnel could be subject, any Covered Persons uncertain as to whether the information he or she possesses is Material Non-Public Information should immediately take the following steps:

i. Report the matter immediately to the Company’s Chief Compliance Officer or the Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel;

ii. Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by the Company; and

iii. Do not communicate the information inside or outside the Company, other than to your Chief Compliance Officer or Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel.

After the Chief Compliance Officer or Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication or will be allowed to trade and communicate the information.

5. Penalties for Insider Trading

Penalties for trading on or communicating Material Non-Public Information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include: civil injunctions, treble damages, disgorgement of profits, jail sentences, fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Company, including possible dismissal of the persons involved.

Section II. Procedures to Prevent Insider Trading

The following procedures have been established to aid Covered Persons of the Company in avoiding insider trading, and to aid the Company in preventing, detecting and imposing sanctions against insider trading. Every Covered Person of the Company must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. Also refer to your Company’s compliance policies and procedures for detailed procedures.

1. Trading Restrictions and Reporting Requirements

No Covered Person of the Company who is aware of Material Non-Public Information relating to the Company, including Allianz SE, may buy or sell any securities of the Company, including Allianz SE, or engage in any other action to take advantage of, or pass on to others, such Material Non-Public Information.

No Covered Person of the Company who is aware of Material Non-Public Information which relates to any other company, entity, or Client in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under the Federal Securities Laws may buy or sell securities of that company or otherwise take advantage of, or pass on to others, such Material Non-Public Information.

No Covered Person of the Company shall engage in a securities transaction with respect to the securities of Allianz SE, except in accordance with the specific procedures published from time to time by the Company.

No Covered Person shall engage in a personal securities transaction with respect to any securities of any other company, except in accordance with the specific procedures set forth in the Company’s Personal Securities Transactions Policy.

Covered Persons shall submit reports concerning each security transaction in accordance with the terms of the Company’s Personal Securities Transactions Policy and verify their personal ownership of securities in accordance with the procedures set forth in the Company’s Personal Securities Transactions Policy.

Because even inadvertent disclosure of Material Non-Public Information to others can lead to significant legal difficulties, Covered Persons of the Company should not discuss any potentially Material Non-Public Information concerning the Company or other companies, including other Covered Persons, except as specifically required in the performance of their duties.

Covered Persons managing the work of Temporary Employees who have access to Material Non-Public Information are responsible for ensuring that Temporary Employees are aware of this procedure and the consequences of non-compliance.

A Covered Person’s obligation to notify the Company’s Chief Compliance Officer or Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel of a potential insider trading violation applies even if the Covered Person knows or has reason to believe that the Company’s Chief Compliance Officer or Chief Legal Officer, or AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel has already been informed by other Covered Persons.

2. Information Barrier Procedures

The Insider Trading and Securities Fraud Enforcement Act in the U.S. requires the establishment and strict enforcement of procedures reasonably designed to prevent the misuse of "inside" information. Accordingly, you should not discuss Material Non-Public Information about the Company or other companies with anyone, including other Covered Persons, except as required in the performance of your regular duties. In addition, care should be taken so that such information is secure. For example, files containing Material Non-Public Information should be sealed; access to computer files containing Material Non-Public Information should be restricted. For additional information, please refer to your Company’s compliance policies and procedures.

3. Over the Wall and Market Sounding Procedures

Generally, “over the wall” and “market sounding” refers to the market practice where underwriters and issuers (“sounding parties”) contact institutional investors to assess the appetite of the marketplace for a transaction. If the Company participates in over the wall discussions or market soundings or in the event the Company becomes aware at any time that a Covered Person has come into possession of Material Non-Public Information, a global trading restriction will be placed on the issuer’s securities for firm trades and personal securities transactions. Covered Persons are also prohibited from communicating the information inside or outside the Company, other than to Legal and Compliance. For additional information, please refer to your Company’s compliance policies and procedures.

4. Expert Network Consultants Procedures

Covered Persons may from time to time make use of paid investment research consultant firms or expert networks (“Investment Research Consultant Firms”) which may gather and summarize information for the Company or which may maintain a network of individual consultants (“Consultants”) that are made available to the Company. Investment Research Consultant Firms and Consultants will typically gather, analyze and provide information that may assist in providing the basis for investment decisions by the Company and its employees. Covered Persons should actively seek to prevent the disclosure of Material Non-Public Information to them by Investment Research Consultant Firms and Consultants. In the event that a Covered Person receives Material Non-Public Information, the Covered Person may not share the Material Non-Public Information inside or outside the firm, other than with Legal and Compliance, or execute trades in securities based on the Material Non-Public Information on behalf of any Client account or for his or her own personal accounts. For additional information, please refer to your Company’s compliance policies and procedures.

Resolving Issues Concerning Insider Trading

The Federal Securities Laws, including the U.S. laws governing insider trading, are complex. If you have any doubts or questions as to the materiality or non-public nature of information in your possession or as to any of the applicability or interpretation of any of the foregoing procedures or as to the propriety of any action, you should contact your Company’s Chief Compliance Officer or Chief Legal Officer, or AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. Until advised to the contrary by your Company’s Chief Compliance Officer or Chief Legal Officer, or AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel, you should presume that the information is Material Non-Public Information and you should not trade in the securities or disclose this information to anyone.

D. ANTI-CORRUPTION

The Company does not tolerate any form of corruption. Federal and State laws, and laws of other countries, prohibit the payment or receipt of bribes, kickbacks, inducements, facilitation payments, non-monetary benefits, or other illegal gratuities or payments by or on behalf of any of our Companies or Covered Persons in connection with our businesses. For example, the U.S. Foreign Corrupt Practices Act makes it a crime to corruptly give, promise or authorize payment, in cash or in kind, for any service to a foreign government official or political party in connection with obtaining or retaining business. The U.K. Bribery Act prohibits corruption of public officials as well as business-to-business corruption. Each Company, through its policies and practices, is committed to comply fully with these and other anti-corruption laws. If you or any member of your household is solicited to make or receive an illegal payment, or have any questions regarding whether any solicitation to receive or make a payment is illegal, contact your Company’s Chief Compliance Officer or Chief Legal Officer, or AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. For additional information, please refer to your Company’s compliance policies and procedures.

E. GIFTS AND BUSINESS ENTERTAINMENT POLICY

The Company is committed to having policies and procedures designed to ensure that Covered Persons do not attempt to improperly influence Clients or prospective Clients with gifts or business entertainment and are not unduly influenced themselves by the receipt of gifts or business entertainment. The Company’s policies are designed to prohibit Covered Persons who purchase products and services as part of their job responsibilities from using their position for their own benefit.

Providing gifts or business entertainment is improper when a Covered Person’s giving of a gift or business entertainment is or appears to be an attempt to obtain business through inappropriate means or to gain a special advantage in a business relationship. It is important for Covered Persons to keep in mind that these activities may create the appearance of a conflict and in certain cases may implicate regulations applicable to Clients and the Company. Similarly, accepting gifts or business entertainment is improper when it would compromise, or could be reasonably viewed as compromising, a Covered Person’s ability to make objective and fair business decisions.

Definitions

Government Official – any government employee, any government plan trustee or staff member, any individual acting as a representative of or consultant to a government plan, or any immediate family member of any of these individuals.
Restricted Recipient – any union official, ERISA Fiduciary, individual acting as a representative of or consultant to a union or ERISA plan, or any immediate family member of any of these individuals.
- ERISA Fiduciary – anyone who exercises discretionary authority or control over an ERISA plan’s management or assets, including anyone who provides investment advice to or has responsibility for the administration of a plan.
Business Contact – any individuals employed by a Client, prospective Client, vendor or service provider, or any immediate family member of any of these individuals.

Providing Gifts and Business Entertainment

General Principles

Gifts and business entertainment should be provided in a manner that does not create a conflict of interest or the appearance of a conflict of interest. Covered Persons should use common sense and avoid providing extravagant, lavish or frequent gifts or business entertainment to any recipient.
Business entertainment should only be provided at an appropriate venue (Covered Persons should consult their supervisor or the Code of Ethics Office if guidance is required).
Covered Persons must accompany a recipient to a meal, sporting or cultural event for the event to be considered “business entertainment.” Unaccompanied attendance would be treated as a gift.
No gift or business entertainment should be provided with the intention to influence decision making by the recipient.
Gifts or business entertainment should be provided in a way that does not attempt to hide the fact that they have been provided.
Covered Persons may not give cash or cash equivalent gifts (e.g., gift cards, gift certificates) of any value.
In general, gifts should be valued at the higher of cost or market value, exclusive of tax and delivery charges.

Providing Gifts and Business Entertainment to Government Officials

• Covered Persons must obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to a Government Official. A form for this purpose is located in the personal trading system.

• Pre-approval is required because:

o Applicable rules can be complex and vary from jurisdiction to jurisdiction

o Tracking is necessary to stay within prescribed limits of particular jurisdictions, which in most cases apply to the entire Company

Providing Gifts and Business Entertainment to Restricted Recipients

As a general rule, Covered Persons should obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to any Restricted Recipient. A form for this purpose is located in the personal trading system.
Pre-approval facilitates tracking which is necessary to stay within prescribed Company-wide limits.
If a situation arises where it is not possible to obtain pre-approval – e.g., an impromptu cup of coffee – Covered Persons must exercise sound judgment and comply with prescribed limits, but may notify the Code of Ethics Office after the fact.
The combined value of gifts and business entertainment provided to a Restricted Recipient must be less than $250 per Restricted Recipient, per calendar year, Company-wide.
With pre-approval from the Code of Ethics Office, reimbursement of expenses related to attendance at an educational event may be allowed and will not count toward the $250 annual policy limit.

Providing Gifts and Business Entertainment to Business Contacts other than Government Officials and Restricted Recipients

Covered Persons may not give gifts worth more than $100, in the aggregate, to any one Business Contact per calendar year.
Gifts of nominal value that include our logo, such as golf balls, towels, pens and desk ornaments, do not count toward the annual $100 limit as long as they are infrequent and the value of the item does not exceed $50.
Covered Persons may provide business entertainment up to $250 per person, per business entertainment event, with a $1,000 cumulative limit per person entertained, per calendar year. (Note: dinner and a show would be considered one business entertainment event.)
Covered Persons are required to report all gifts given, excluding logoed items worth less than $50, within thirty days of providing the gift through the personal trading system.
Covered Persons are required to report business entertainment provided in accordance with the Company’s expense policies and procedures.
Covered Persons must obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to a Client or prospective Client located outside of the U.S. A form for this purpose is located in the personal trading system.
Exceptions to these spending limits must be pre-approved by a Managing Director and the Code of Ethics Office.

Receiving Gifts

Covered Persons (including any immediate family members) may not accept gifts worth more than $100, in the aggregate, from any one Business Contact per calendar year.
Gifts of nominal value that include the Business Contact’s company logo, such as golf balls, towels, pens and desk ornaments, do not count toward the annual $100 limit so long as they are infrequent and the value of the item does not exceed $50.
In general, gifts should be valued at the higher of cost or market value, exclusive of tax and delivery charges.
Covered Persons may not accept cash, cash equivalent gifts (e.g., gift cards, gift certificates) or preferential discounts of any value from a Business Contact.
If practical, any gift(s) with a value of more than $100 must be refused or returned. If it is not practical to return a gift worth more than $100, provide it to the Human Resources Department for donation. In the case of a perishable item worth more than $100, the Human Resources Department may arrange to have the gift shared with the Covered Person’s entire department.
If the Company wishes to accept a gift that exceeds this policy’s individual employee limits, approval from the Code of Ethics Office must be obtained. The gift may then be distributed to employees, through a raffle or otherwise.
Covered Persons are required to report all gifts received, excluding logoed items worth less than $50, within thirty days of receiving the gift through the personal trading system.

Receiving Business Entertainment

Covered Persons must be accompanied to a meal, sporting or cultural event by a Business Contact for the event to be considered “business entertainment.” Unaccompanied attendance would be treated as a gift.
The reason for attending an event must be, in large part, to further a business relationship.
Covered Persons should use common sense and good judgment and avoid extravagant, lavish or frequent business entertainment from a Business Contact (e.g., do not accept out-of-town transportation or accommodations, excessive lunches, dinners, or paid outings).
Covered Persons are required to report business entertainment received that exceeds $100 in the aggregate per Business Contact per calendar quarter within thirty days after the quarter-end through the personal trading system.

F. CHARITABLE CONTRIBUTIONS

The Company may from time to time be solicited to make contributions to charitable organizations by Clients or prospective Clients. These may be in the form of hosting a table at a dinner or lunch, sponsoring a golf outing or part thereof, or in other forms. A charitable contribution may be made under certain circumstances at the request of an existing Client. It is prohibited to make a charitable contribution on behalf of the Company at the request of a prospective Client. Forms for pre-approval of charitable contributions are located in the personal trading system.

A contribution may be made on behalf of the Company to a bona fide 501(c)(3) charitable organization of up to $5,000 per Client per year with prior approval of the Covered Person’s supervisor and the Code of Ethics Office.
Any contribution in excess of $5,000 per Client per year must be pre-approved by senior Sales management and the relevant Company’s Chief Legal Officer or Chief Compliance Officer, or to the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. Amounts greater than $10,000 may require additional reporting and/or approvals pursuant to applicable global policies.
Contributions to large, well-known organizations are preferred.
A close connection between the Client and the charity or a perceived benefit to the Client will be evaluated carefully in the approval process.
Charitable contributions must be reasonable and must not have or appear to have the likely effect of influencing a Client’s decision to do business with the Company.
Direct contributions to Clients (i.e., the Client is a charitable organization) must be pre-approved by the Code of Ethics Office.
It is the Company’s policy to not contribute to an organization’s religious or political activities. For example, the Company’s Political Contributions Policy prohibits contributions to another organization such as certain non-profits if there are indications that the organization makes election-related contributions or expenditures. This may even include paying a conference fee to an organization where such indicia exist.
Charitable contributions made on behalf of the Company should not be expensed through Concur or paid directly by the Covered Person. Contributions are made directly by Finance.

G. POLITICAL CONTRIBUTIONS

In support of the democratic process, Covered Persons are encouraged to exercise their rights as citizens by voting in all elections. Certain state and federal restrictions and obligations, however, are placed on our Companies and Covered Persons, including Covered Persons’ spouses and dependent children (“Family Members”), in connection with their political contributions and solicitation activities. For example, our investment advisers must comply with Investment Advisers Act Rule 206(4)-5 (hereinafter, “Rule 206(4)-5”), and our broker-dealer must comply with MSRB Rule G-37. These and other rules are intended to prevent companies from obtaining business from state and local government entities in return for Political Contributions or fundraising. Among other consequences, failure to comply with Rule 206(4)-5 may trigger a ban on receiving compensation for Investment Advisory Services Business for two years, and failure to comply with MSRB Rule G-37 may prohibit our broker-dealer from engaging in municipal securities business (i.e., offering Section 529 Plans) with an issuer for two years.

All Covered Persons must abide by the requirements of the Political Contributions Policy, which can be found on the Compliance tab of the Company Intranet.

H. OUTSIDE BUSINESS ACTIVITIES

Your outside business activities must not reflect adversely on the Company or give rise to a real or apparent conflict of interest with your duties to the Company or its Clients. You must be alert to potential conflicts of interest and be aware that you may be asked to discontinue an outside business activity if a potential conflict arises. You may not, directly or indirectly:

(a) Accept a business opportunity from someone doing business or seeking to do business with the Company that is made available to you because of your position within the Company;

(b) Take for oneself a business opportunity belonging to the Company; or

You must obtain pre-approval from your immediate supervisor and your Company’s Chief Compliance Officer (or designee) for any outside business activities.

Outside businessactivities requiring pre-approval include but are not limited to:

► Outside business activity for which you will be paid, including a second job;

► Any affiliation with another public or private company, regardless of whether that company is a for profit or not-for-profit business, or a political organization as a director, officer, advisory board member, general partner, owner, consultant, holder of a percentage of the business voting equity interests or in any similar position;

► Any governmental position, including as an elected official or as an appointee or member, director, officer or employee of a governmental agency, authority, advisory board, or other board (e.g., school or library board); and

► Candidate for elective office.

A form for this purpose is located in the personal trading system. You must seek new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job, association, or role with respect to that activity or organization. You must also notify each of the parties referenced above regarding any material change in the terms of your outside activity or when your outside activity terminates. On an annual basis you are required to provide an update related to any approved activity.

I. SERVICE AS DIRECTOR OF ANY UNAFFILIATED ORGANIZATION

You may not serve on the board of directors or other governing board of any unaffiliated organization unless you have received the prior written approval of your Company’s Chief Compliance Officer or Chief Legal Officer, or the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. Approval will not be given unless a determination is made that your service on the board would be consistent with the interests of Clients. If you are permitted to serve on the board of a public company, you may also be subject to additional requirements.

J. PRIVACY

The Company considers the protection of Client and employee non-public personal information to be a fundamental aspect of sound business practice and is committed to maintaining the confidentiality, integrity, and security of such information in accordance with applicable law. In support of this commitment, the Company has developed policies and procedures, including a Written Information Security Program Governing the Protection of Non-Public Personal Information, that protect the confidentiality of non-public personal information while allowing for the continuous needs of Clients and employees to be served. All Covered Persons, including Temporary Employees, who have access to non-public personal information, are subject to the applicable requirements set forth in the Company’s privacy program. Covered Persons are required to report to their Privacy Officer or Privacy Committee any suspicious or unauthorized use of Client or employee non-public personal information or non-compliance with the privacy program by employees of the Company. The Privacy Policy and Written Information Security Program can be found on the Compliance tab of the Company Intranet.

K. POLICY FOR REPORTING SUSPICIOUS ACTIVITIES AND CONCERNS

Reporting Responsibility

Any Covered Person who reasonably believes a violation of law, regulation, or any Company policy is occurring or has occurred, must promptly report that information. Examples of the types of reporting required include, but are not limited to, potential violations of applicable laws, rules and regulations; fraud or illegal acts involving any aspect of the Company’s business; material misstatements in regulatory filings, internal books and records, or Client records and reports; activity that is harmful to Clients; and deviations from required controls and procedures that safeguard Clients and the Company. Covered Persons involved with our Fund business are also required to report complaints or concerns with regard to any accounting matter or any act or failure that could constitute, (1) a potential violation of any rule or regulation of the SEC, (2) a potential violation of any provision of federal law relating to the Funds (including fraud against shareholders), or (3) a potential violation of any Fund policies or procedures, including compliance policies.

How to Report

A suspected violation may be reported on an anonymous basis by calling the toll-free reporting number at (877) 628-7486 or by accessing the related internet site at https://allianzgi-us.alertline.com. Suspected violations may also be reported to the relevant Company’s Chief Legal Officer or Chief Compliance Officer, or to the AAMA LP Associate General Counsel or AGI U.S. Holdings General Counsel. Suspected violations of Human Resources policies and suspected employment-related violations may also be reported to the Human Resources Department. Suspected violations involving the Funds should be reported in accordance with the Funds’ Policy for Reporting Suspicious Activities and Concerns, which can be found on the Compliance tab of the Company Intranet.

Investigation of Suspected Violations

Information about a suspected violation will promptly be brought to the attention of the AAMA LP Associate General Counsel or the AGI U.S. Holdings General Counsel, and appropriate action will be taken to investigate the suspected violation. This action may (but need not) include use of internal counsel and other personnel and/or retention of experts or advisors, such as external counsel, accountants or other experts. The Covered Person who reported the information will be informed of the status of any investigation. Details of the suspected violation may be reported to the person(s) under investigation (unless doing so could compromise the investigation), appropriate management including legal and compliance officers of the Company, the Funds, and, if required, applicable regulatory and law enforcement authorities. Covered Persons who make an anonymous report may periodically call the toll-free reporting number to obtain the status of an investigation.

NON-RETALIATION POLICY

Retaliation against a Covered Person who reports suspected violations is prohibited. The Company and Covered Persons are prohibited from discharging, demoting, suspending, threatening, harassing, or in any other manner discriminating against a Covered Person in the terms and conditions of the Covered Person’s employment because of:

any lawful act done by the Covered Person to provide information, cause information to be provided in accordance with this policy, or otherwise assist in an investigation regarding any conduct which the Covered Person reasonably believes is reportable under this policy;
any disclosure of suspected unlawful activity to a governmental or law enforcement agency if the Covered Person has reasonable cause to believe unlawful activity has occurred;
any refusal to participate in an activity that would result in a violation of state or federal statute, or a violation of or noncompliance with a state or federal rule or regulation; and
the exercise of legal rights in a Covered Person’s present or former employment.

This policy is intended to create an environment where Covered Persons can act without fear of reprisal or retaliation. In order to monitor whether a Covered Person is being subjected to reprisals or retaliation, the AAMA LP Associate General Counsel or the AGI U.S. Holdings General Counsel (or designee) may from time to time contact the Covered Person to determine whether any changes in the reporting person’s work situation have occurred as a result of providing information about a suspected violation. If the AAMA LP Associate General Counsel or the AGI U.S. Holdings General Counsel determines that any reprisal or retaliation has occurred, a report of this shall be made to appropriate management if the Covered Person consents. Any Covered Person who feels he or she has been the subject of reprisal or retaliation because of his or her providing information should immediately notify the AAMA LP Associate General Counsel or the AGI U.S. Holdings General Counsel.

CODE OF ETHICS

PERSONAL SECURITIES TRANSACTIONS POLICY

INTRODUCTION

Personal securities transactions by investment management and investment company personnel continue to be an area of heightened scrutiny by regulators and auditors during their examinations and reviews. The SEC, the ICI, the IAA and the CFA Institute have published reports and standards, and the SEC has issued rules and regulations, regarding personal securities trading by employees of investment management and investment company firms.

The Company has established this Policy under the Code of Ethics in order to prevent and detect inappropriate personal trading practices and activities by Covered Persons. The restrictions on personal trading are stringent because they address both insider trading prohibitions and the fiduciary duty to place the interests of our Clients ahead of personal investment interests. The rules regarding personal securities transactions that are contained in this Policy are designed to address or mitigate potential conflicts of interest and to minimize any potential appearance of impropriety.

This Policy applies to all categories of Covered Persons. You must be familiar with the applicable personal trading, pre-clearance, reporting and certification requirements set forth in this Policy and must be careful to conduct your personal securities trading in accordance with all requirements of this Policy.

Certain persons who are employees of an Affiliate are associated with the Company (“Associated Persons"). Associated Persons include anyone who would otherwise be categorized as an Access Person under the Policy but is not a Covered Person. Associated Persons are subject to the respective Code of Ethics of the Affiliate with whom they are employed (collectively “Associated Person Codes”). Any Associated Person who would otherwise be subject to this Policy, who is subject to an Associated Person Code and who complies with such Associated Person Code, shall not be subject to the provisions of this Policy. Associated Persons are subject to the oversight and supervision of the applicable U.S. registered investment adviser with respect to their activities on behalf of U.S. Clients and their personal trading activities.

It is important to note that the personal trading and reporting policies and requirements in this Policy generally apply to Securities with respect to which you have or will acquire Beneficial Ownership, which you may have either directly, or indirectly, including through holdings of certain other individuals (such as members of your immediate family sharing the same household and other individuals for whom you provide significant economic support) or holdings in certain trusts for which you serve as trustee or settlor or in various vehicles or accounts (such as a general or limited partnership for which you serve as a general partner, a limited liability company for which you serve as a manager-member, or your 401(k), defined contribution retirement account or individual retirement account). The determination of whether you have Beneficial Ownership of a particular Security can be complicated, and you should consult the Code of Ethics Office if you have any questions.

A glossary of terms contained within this Policy is set forth in the “Definitions” section at the end of this document for your reference.

TABLE OF CONTENTS

I.	General Policy Statement	22
	Fiduciary Duty of Our Investment Advisers
	Compliance with Federal Securities Laws and Regulations
II.	Categories of Covered Persons	22
	Temporary Employees
III.	Exempt Securities	24
IV.	Pre-Clearance Procedures	24
	Personal Trading System
	How Long are Approvals Effective?
	Special Pre-Clearance Requirements
V.	Pre-Clearance Exemptions	25
VI.	Blackout Periods – Client Trades	26
	De Minimis Transactions
	Blackout Periods for Investment Persons
	Blackout Periods for Access Persons (other than Investment Persons)
	Liquidation Exemption from the Blackout Periods
VII.	Blackout Periods – Allianz SE and Affiliated Securities	30
	Blackout Periods – Allianz SE Shares
	Blackout Periods – Affiliated Open-End Mutual Funds
	Blackout Periods – Affiliated Closed-End Funds
VIII.	30-Day Holding Period for Affiliated Funds	31
IX.	Ban on Short-Term Trading Profits	31
X.	Restricted/Watch Lists	32
	AllianzAM Global Restricted List
	Other Restricted/Watch Lists
XI.	Affiliated Closed-End Funds – Special Pre-Clearance Procedures	33
XII.	Public Offerings	33
XIII.	Private Placements	34
XIV.	Reportable Accounts	35
	Accounts Required to be Reported
	Reporting of Transactions – Designated Broker-Dealers
	Reporting of Transactions – Non-Designated Broker-Dealers
XV.	Reporting and Certification Requirements	37
XVI.	Exemptions from this Policy	38
XVII.	Consequences of Violations of this Policy	38
XVIII.	Reporting of Violations	39
XIX.	Questions Concerning this Policy	39
XX.	Code of Ethics Office Contact Information	39
XXI.	Definitions	39

I. GENERAL POLICY STATEMENT

A. Fiduciary Duty of our Investment Advisers

Our investment advisers owe a fiduciary duty to the Clients for which they serve as an adviser or sub-adviser. Covered Persons of our investment advisers must avoid activities, interests, and relationships that could interfere or appear to interfere with our advisers’ fiduciary duties. Accordingly, at all times, Covered Persons must place the interests of Clients first and scrupulously avoid serving their own personal interests ahead of the interests of Clients. Covered Persons may not cause a Client to take action, or not to take action, for their personal benefit rather than for the benefit of the Client. For example, you would violate the Policy if you caused a Client to purchase a Security you owned for the purpose of increasing the price of that Security. If you are an Investment Person of the Company, you would also violate this Policy if you made a personal investment in a Security that might be an appropriate investment for a Client without first considering the Security as an investment for the Client. Investment opportunities of limited availability that are suitable for Clients also must be considered for purchase for such Clients before an Investment Person may personally trade in them. Such opportunities include, but are not limited to, investments in initial public offerings and private placements.

B. Compliance with Federal Securities Laws and Regulations

At all times, Covered Persons must comply with applicable Federal Securities Laws and Regulations. You are not permitted to: (i) defraud a Client in any manner; (ii) mislead a Client, including making a statement that omits material facts; (iii) engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a Client; (iv) engage in any manipulative practice with respect to a Client; (v) engage in any manipulative practices with respect to securities, including price manipulation; or (vi) otherwise violate applicable Federal Securities Laws and regulations. AGID Covered Persons and/or AGID Registered Representatives must also comply with applicable NASD/FINRA and MSRB rules and AGIFM and AGI U.S. Covered Persons must also comply with applicable Commodity Futures Trading Commission (“CFTC”) regulations. In the event that you are unsure of any such laws or regulations, consult your Legal Department.

II. CATEGORIES OF COVERED PERSONS

Different requirements and limitations on Covered Persons are based on their activities and roles within the Company. Covered Persons are assigned one of the following categories as listed below.

Please note your category under this Policy may change if your position within the Company changes or if you are transferred to another department or Company. You will be notified in the event that your category changes. If you have any questions regarding your category, please contact the Code of Ethics Office.

Access Person:

An Access Person is any Covered Person who satisfies the definition of “Access Person” of the Company as defined in Rule 204A-1(e)(1) under the Advisers Act and/or “Access Person” with respect to an Affiliate Fund as defined in Rule 17j-1(a)(1) under the 1940 Act. An Access Person generally includes any Covered Person who:

(1) has access to nonpublic information regarding any Clients’ purchase or sale of Securities;

(2) has access to nonpublic information regarding the portfolio holdings of any Clients;

(3) is involved in making Securities recommendations to Clients;

(4) has access to Securities recommendations to Clients that are nonpublic; or

(5) is an Investment Person as defined below.

Investment Person:

An Investment Person is a subset of Access Person who, in connection with his/her regular functions and duties:

(1) makes, or participates in making, recommendations regarding the purchase or sale of

Securities on behalf of any Client;

(2) provides information or advice with respect to a purchase or sale of Securities to a portfolio

manager; or

(3) helps to execute a portfolio manager’s investment recommendations.

Generally, Investment Persons include, but are not limited to, portfolio managers, research analysts, and traders.

Non-Access Person: A Non-Access Person is any Covered Person of the Company who does notsatisfy the definition of Access Person above. Non-Access Persons, who are not Temporary Employees, are only subject to the following sections of this Policy:

1. Blackout Periods – Allianz SE Shares

2. Blackout Periods – Affiliated Open-End Mutual Funds

3. Blackout Periods – Affiliated Closed-End Funds

4. Affiliated Closed-End Funds – Special Pre-Clearance Procedures

5. Public Offerings

6. Private Placements

7. Reporting and Certification Requirements – Non-Access Persons

In addition, any Covered Person may be designated as an Access Person or an Investment Person by the Code of Ethics Office and, if so, shall comply with this Policy according to such designation.

A. Temporary Employees

A Temporary Employee’s status is determined upon the start of his/her assignment with the Company. Temporary Employees designated as Non-Access Persons are only subject to the provisions of the Code of Business Conduct and not subject to this Policy. Temporary Employees designated as Access Persons or Investment Persons are subject to both the Code of Business Conduct and the Code of Ethics, including the provisions applicable to Access Persons or Investment Persons under this Policy.

III. EXEMPT SECURITIES

SEC Rule 204A-1 treats all Securities as “Reportable Securities” with five exceptions as described below. As a result, this Policy does not apply to any of the following types of Securities or instruments (“Exempt Securities”). You may engage in transactions in any Exempt Security without obtaining pre-clearance. Further, you are not required to report transactions in Exempt Securities.

Direct obligations of the Government of the United States, such as Treasury Notes, Treasury Bonds, Treasury Bills and U.S. Savings Bonds.

Money market instruments, such as bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements.

Shares of money market funds, including money market funds that are advised by AGIFM or its U.S. Affiliates or distributed by AGID or PIMCO Investments LLC.

Shares of unaffiliated open-end mutual funds.

Caution: Shares of Affiliated Open-End Mutual Funds are not Exempt Securities.

Shares of unit investment trusts that are invested exclusively in one or more unaffiliated open-end mutual funds.

Caution: Shares of unit investment trusts that are invested in one or more Affiliated Open-End Mutual Funds and/or other types of Securities are not Exempt Securities.

Similarly, this Policy does not apply to trades in derivatives based on any of the above listed Securities.

IV. PRE-CLEARANCE PROCEDURES

Access Persons and Investment Persons are required to obtain pre-approval for personal trades in accordance with specific procedures as described below.

Failure to adhere to the following pre-clearance requirements is a serious breach of this Policy and may be considered a violation. In the event that you fail to pre-clear a transaction, you may be required to cancel, liquidate or otherwise unwind your trade and/or disgorge any profits realized in connection with the trade. Please refer to the section “Consequences of Violations of this Policy” for further discussion regarding violations.

A. Personal Trading System

Access Persons and Investment Persons are required to pre-clear all personal transactions in Securities through the Company’s personal trading system, with the exception of (i) transactions in Exempt Securities; and (ii) transactions listed under Pre-Clearance Exemptions.

Upon submitting a pre-clearance request through the personal trading system, you will receive an approval or denial message in connection with your request. Although the Company retains records of all electronic pre-clearance requests, it is recommended that you print and retain copies for your records.

If you are out of the office and want to make a personal trade, but do not have access to the system, send an e-mail request to the Code of Ethics Office with the proposed trade details. The Code of Ethics Office will enter your trade request through the personal trading system on your behalf and notify you whether the trade request has been approved or denied.

Instructions and a link to the personal trading system can be found on the Compliance tab of the Company Intranet.

B. How Long are Approvals Effective?

Pre-clearance approvals for securities traded on a U.S. exchange or in a U.S. market are effective until the close of business on the day that your pre-clearance request has been approved. Pre-clearance approvals for securities traded on a foreign exchange or in a foreign market are effective until the close of business on the business day following approval of your pre-clearance request. If you want to modify your trade request previously submitted in any way (e.g., date of execution or share quantity), you must submit a new pre-clearance request.

C. Special Pre-Clearance Requirements

You may be subject to special pre-clearance requirements either in addition to, or in place of, those pre-clearance requirements described in this section. Such requirements may be necessary due to your particular position within the Company or if your position requires you to have access to Non-Public Information of an Affiliate. In such cases, the Code of Ethics Office notifies you of any special pre-clearance requirements.

V. PRE-CLEARANCE EXEMPTIONS

The following types of transactions are not subject to the pre-clearance requirements of this Policy. You are not required to pre-clear transactions for which you do not exercise investment discretion at the time of the transactions (“non-volitional transactions”) or certain other automated transactions. The transactions listed below are, however, required to be reported through your trade confirmations and/or account statements, unless noted otherwise.

Purchases and sales of Affiliated Open-End Mutual Funds.

Purchases and sales of instruments issued by the national governments of the G8 member countries.

Note: Instruments issued by the U.S. Government are Exempt Securities and are not subject to pre-clearance or reporting.

Transactions in Securities made in an account that is fully managed by a third party.

Note: Transactions in an account which is fully managed by a third party are not subject to reporting. You are however required to initially notify the COE office of such an account. Refer to the section “Reportable Accounts / Accounts Required to be Reported” for additional information pertaining to accounts fully managed by a third party.

Purchases and sales of Securities in accordance with a pre-set amount or pre-determined schedule effected through an automatic investment plan or dividend reinvestment plan (DRIP). This includes the automatic reinvestment of dividends, income or interest received from a Security in such plans or any other type of account.

Note: The purchase or sale of Securities outside of a pre-set amount and/or pre-determined schedule in such plans is subject to pre-clearance and reporting.

Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Ownership.

Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to holders of a class of Securities of which you have Beneficial Ownership.

The automatic exercise or liquidation by an exchange of an in-the-money derivative instrument upon expiration, the delivery of Securities pursuant to a written option that is exercised against you and the assignment of options.

Transactions in 529 Plans.

Note: Transactions in 529 Plans that are not distributed by AGID are not reportable.

Transactions in variable annuity accounts.

The transfer of Securities between accounts.

Gifts of Securities received.

VI. BLACKOUT PERIODS – CLIENT TRADES

Potential conflicts of interest are of particular concern when an Access Person or Investment Person buys or sells a Security at or near the same time as the Company buys or sells that Security or an Equivalent Security for Client accounts. The potential appearance of impropriety in such cases is particularly severe if the Access Person or Investment Person acts as the portfolio manager or in another investment related capacity for the Client account in question.

To reduce the potential for conflicts of interest and the potential appearance of impropriety that can arise in such situations, this Policy prohibits Access Persons and Investment Persons from trading during a certain period before and after trades on behalf of Clients. The period during which personal securities transactions is prohibited is commonly referred to as a “blackout period.” The applicable blackout period depends on (i) whether your transaction is classified as a De Minimis Transaction as defined below; and (ii) whether you are an Access Person or an Investment Person.

“Clients” for purposes of the blackout periods depends on which Clients’ non-public orders, trades and/or portfolio holdings the Access Person or Investment Person has access to. For example, an Access Person or Investment Person may be associated with one or more of the following: (i) the Funds; (ii) NFJ Clients and/or (iii) Allianz Global Investors Clients.

The Company recognizes that the application of the blackout period during the period prior to Client transactions may result in inadvertent violations of this Policy from time to time. Nevertheless, virtually every industry group that has examined the issues surrounding personal securities trading has recommended the imposition of a blackout period. As a result, Covered Persons should consider carefully the potential consequences of the applicable blackout period before engaging in personal securities transactions in Securities which the Company holds, or might consider holding, in Client accounts. If your personal securities transaction in a particular Security is executed within the applicable blackout period, you may be required to cancel, liquidate or otherwise unwind the transaction and/or disgorge any profits realized in connection with the transaction.

If you have any questions about the application of the blackout periods to a particular situation, please contact the Code of Ethics Office before you submit a trade request.

The blackout periods below apply to both Securities and Equivalent Securities.

Caution: Because of the many variations and complexities of options transactions, you are strongly encouraged to seek guidance from the Code of Ethics Office if you are unsure whether a particular option is deemed to be an Equivalent Security.

A. De Minimis Transactions

The following types of transactions are defined as “De Minimis Transactions” under this Policy. Such transactions are either highly liquid, present no conflict or present a low-risk conflict with Client transactions. De Minimis Transactions are required to be pre-cleared and reported.

Purchases and sales of a Security or an Equivalent Security that, in the aggregate, do not exceed 5,000 shares per day per issuer with a total market capitalization of $10 billion or greater at the time of investment.

Note: 1 option contract is generally equivalent to 100 shares of the option’s underlying Security.

Issuer market capitalization amounts may change from time to time. Accordingly, you may purchase a Security that has a market capitalization of greater than $10 billion only to find out that you cannot sell the Security at a later date because the market capitalization has fallen below $10 billion and your trade is during a blackout period in connection with a Client trade in the same Security or Equivalent Security. If you are unsure whether a Security meets the market capitalization criteria, please contact the Code of Ethics Office.

Purchases and sales of index options or index futures on an index (regardless of strike price or expiration date) that, in the aggregate, do not exceed 100 contracts per day.

Purchases or sales of fixed-income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States.

Purchases or sales of unaffiliated closed-end funds.

Caution: Purchases or sales of Affiliated Closed-End Funds are not deemed to be De Minimis Transactions.

Purchases or sales of unaffiliated ETFs.

Caution: Purchases or sales of Affiliated ETFs are not deemed to be De Minimis Transactions.

Purchases or sales of unaffiliated ETNs.

Caution: Purchases or sales of Affiliated ETNs are not deemed to be De Minimis Transactions.

Short sales of any De Minimis Transaction or derivatives of any De Minimis Transaction where the underlying amount of Securities controlled is an amount otherwise permitted in this section.

Note: De Minimis Transactions are subject to a ban on short-term trading profits as described in the section “Ban on Short-Term Trading Profits”, with the exception of (i) purchases or sales of index options or index futures; (ii) purchases or sales of unaffiliated ETFs, and options thereon; and (iii) purchases or sales of unaffiliated ETNs, and options thereon.

B. Blackout Periods for Investment Persons

The blackout periods for Investment Persons as described below do not apply to: (i) Exempt Securities; or (ii) the transactions listed under Pre-Clearance Exemptions.

De Minimis Transactions

Investment Persons may not purchase or sell Securities if, on the day of pre-clearance:

there is a pending buy or sell order in the same Security or an Equivalent Security on behalf of Clients for which the Investment Person, or a member of the Investment Person’s team, has discretion; or

the same Security or an Equivalent Security is purchased or sold on behalf of Clients for which the Investment Person, or a member of the Investment Person’s team, has discretion.

Non-De Minimis Transactions

Investment Persons may not purchase or sell Securities if:

the same Security or an Equivalent Security has been purchased or sold on behalf of Clients within the 5 business days prior to the day of pre-clearance;

there is a pending buy or sell order in the same Security or an Equivalent Security on behalf of Clients on the day of pre-clearance;

the same Security or an Equivalent Security is purchased or sold on behalf of Clients on the day of pre-clearance; or

the same Security or an Equivalent Security is purchased or sold on behalf of Clients for which the Investment Person, or a member of the Investment Person’s team, has discretion, within the 5 business days after the day of pre-clearance.

Summary of Blackout Periods for Investment Persons

Time Period	De Minimis Transactions	Non-De Minimis Transactions
5 Business Days Prior to Day of Pre-Clearance	None	Trades for Clients
Day of Pre-Clearance	Orders/Trades for Clients for which the IP, or a member of the IP’s team, has discretion	Orders/Trades for Clients
5 Business Days After Day of Pre-Clearance	None	Trades for Clients for which the IP, or a member of the IP’s team, has discretion

Note: The specific Client accounts an Investment Person has discretion over is determined by the Code of Ethics Office in conjunction with your local Compliance Department.

C. Blackout Periods for Access Persons (other than Investment Persons)

The blackout periods for Access Persons (other than Investment Persons) as described below do not apply to: (i) Exempt Securities; or (ii) the transactions listed under Pre-Clearance Exemptions.

De Minimis Transactions

Access Persons are not subject to a blackout period for De Minimis Transactions.

Non-De Minimis Transactions

Access Persons may not purchase or sell Securities if, at the time of pre-clearance:

there is a pending buy or sell order on behalf of Clients in the same Security or an Equivalent Security; or

the same Security or an Equivalent Security is purchased or sold on behalf of Clients during the period beginning 5 business days before the day on which the Access Person requests pre-clearance to trade in the Security, and ending on the day the Access Person requests pre-clearance, up until the time of pre-clearance.

Summary of Blackout Periods for Access Persons

Time Period	De Minimis Transactions	Non-De Minimis Transactions
5 Business Days Prior to Day of Pre-Clearance	None	Trades for Clients
Day of Pre-Clearance	None	Orders/Trades for Clients, up until the time of pre-clearance
5 Business Days After Day of Pre-Clearance	None	None

D. Liquidation Exemption from the Blackout Periods

You may sell up to 5,000 shares of any Security, and not be subject to the applicable blackout periods described in this section, provided the following conditions are satisfied:

Such transactions may only be executed on dates pre-determined by the Company. These dates are posted on the Compliance tab of the Company Intranet.

A written notification of such trades must be submitted to the Code of Ethics Office at least 2 weeks prior to the pre-determined trade dates.

If your order is not completed by your broker on the pre-determined trade date, you must cancel the remaining uncompleted order.

You may only provide such notification for up to 6 transactions each calendar year regardless of whether or not the orders are executed.

VII. BLACKOUT PERIODS – ALLIANZ SE AND AFFILIATED SECURITIES

A. Blackout Periods - Allianz SE Shares

You are prohibited from trading in Allianz SE shares (including ADRs) during certain periods of the year, generally surrounding the release of annual financial statements and quarterly results. This restriction also applies to transactions that completely or in part refer to Allianz SE company shares (or derivatives thereof) which involve the exercise of cash settled options or any kind of rights granted under compensation or incentive programs such as Stock Appreciation Rights (“SARS”), Phantom Stocks or Participation Schemes. Any exercise with direct cash-out payments are equivalent to the outright sale of Allianz SE shares held by you and therefore, would not be permitted during such a blackout period.

Note: The sale of shares from your Allianz ESPP account requires pre-clearance. You are not permitted to sell shares of Allianz SE stock from your Allianz ESPP account during the blackout periods. Please refer to the Compliance tab of the Company Intranet for the respective blackout periods relating to Allianz SE shares.

B. Blackout Periods – Affiliated Open-End Mutual Funds

A personal trading blackout may be put in place in connection with shares of an Affiliated Open-End Mutual Fund up until the release of certain information regarding the Fund to the public. Reasons for a personal trading blackout with respect to a Fund may include, but are not limited to: (i) an upcoming change in portfolio management; (ii) a planned reorganization of the Fund, including a merger into an existing Fund; or (iii) an anticipated dissolution/liquidation of the Fund. Please note that the information regarding the Fund is confidential and must not be discussed with, or disclosed to, anyone outside of the Company.

Note: Such a blackout period applies to all share classes across all Accounts in which you are a Beneficial Owner, including transactions in your Allianz 401(k) Plan that are not effected through your automatic investment plan, such as rebalancing transactions and fund transfers.

Any transactions during the blackout period in the particular Affiliated Open-End Mutual Fund are considered a violation of this Policy and subject to remedial actions which may include, but not be limited to, personal trading bans and/or disgorgement of profits.

Covered Persons are notified of such a personal trading blackout for an Affiliated Open-End Mutual Fund in advance of the blackout period. Information pertaining to a firm-wide blackout period for a Fund is posted on the Compliance tab of the Company Intranet.

C. Blackout Periods – Affiliated Closed-End Funds

Affiliated Closed-End Funds are subject to blackout periods surrounding a Fund’s dividend declaration press release and quarterly earnings release that may prevent you from purchasing or selling the Fund. Affiliated Closed-End Funds may also be subject to blackout periods surrounding events involving Funds that have not yet been disclosed to the public.

Note: Refer to the AGI Closed-End Funds Dividend Blackout Calendar posted on the Compliance tab of the Company Intranet.

VIII. 30-DAY HOLDING PERIOD FOR AFFILIATED FUNDS

Access Persons and Investment Persons are subject to a 30-day holding period with respect to active purchases of Affiliated Funds. You may not sell an Affiliated Fund prior to 30 calendar days from its purchase, regardless of whether the sale is at a profit or at a loss. If the purchase of an Affiliated Fund is considered to be made on day 1, day 31 is the first day a sale of the Affiliated Fund may be made. This holding restriction does not apply to automatic payroll contributions to your Allianz 401(k) Plan or automatic reinvestments of dividends, income or interest received from the Fund. The 30-day holding period begins on the day of your last purchase of any applicable Fund (e.g., Last In, First Out or “LIFO” accounting method).

The 30-day holding period is applicable on an account-by-account basis. Non-automated transactions in the Allianz 401(k) Plan (i.e., rebalancing and fund transfers) are also monitored for the 30-day holding period.

If you are unsure whether a Fund is “Affiliated” (i.e., is advised by AGIFM and/or distributed by AGID or PIMCO Investments LLC), please contact the Code of Ethics Office.

A complete list of third party funds sub-advised by the Company can be found on the Compliance tab of the Company Intranet. This list excludes third party funds sub-advised by PIMCO which are not subject to this restriction.

IX. BAN ON SHORT-TERM TRADING PROFITS

Frequent personal trading can cause distraction from your job and, in turn, conflict with your fiduciary duty to the Company’s Clients. Short-term trading also involves higher risks of front running and abuse of confidential information. Access Persons and Investment Persons are prohibited from profiting from the purchase and sale (or in the case of short sales or similar transactions, the sale and purchase) of the same Securities within 30 calendar days.

The ban on short-term trading profits is applicable on an account-by-account basis. A series of purchases and sales is measured on a last-in, first-out basis (“LIFO” accounting method) until all purchases and sales transactions of the same Security within a 30 calendar day period in a Reportable Account are matched. A purchase or sale is ordinarily deemed to occur on trade date. If the purchase is considered to be made on day 1, day 31 is the first day a sale of those Securities may be made at a profit.

Note: Unlike the 30-day holding period for Affiliated Funds which requires you to hold the Fund for 30 calendar days, you may sell Securities (other than Affiliated Funds) at a loss within 30 calendar days (subject to pre-clearance, where applicable) without violating this restriction.

Securities may be repurchased within 30 calendar days of a sale provided there are no additional conflicts with this Policy.

Any short-term trade that violates this restriction may be required to be unwound and/or any profits realized on the transaction may be required to be disgorged.

The ban on short-term trading profits does not apply to the following:

Exempt Securities;
ETFs or options on ETFs;
ETNs or options on ETNs;
Index Options and Index Futures;
Transactions listed under Pre-Clearance Exemptions, with the exception of purchases and sales of instruments issued by the national governments of the G8 member countries; or
Affiliated Funds. Note that there is a 30-day holding period for Affiliated Funds.

X. RESTRICTED/WATCH LISTS

A. AllianzAM Global Restricted List

The AllianzAM Global Restricted List includes companies in which the trading of securities is restricted for certain types of accounts. Such restrictions may be applicable to trades for Clients, trades for proprietary accounts and/or for personal securities transactions. Issuers may be added to the AllianzAM Global Restricted List for a variety of reasons, such as the following: (i) the issuer being a traded affiliate; (ii) an affiliated Company having inside information about a particular issuer; or (iii) to ensure that the aggregate group holding does not breach a particular threshold.

Access Persons and Investment Persons are prohibited from trading in any Securities by issuers on the AllianzAM Global Restricted List if such restrictions apply to personal account dealings.

B. Other Restricted/Watch Lists

From time to time, your Company may place restrictions on personal trading in the Securities of a company. Restrictions may be implemented, for example, to enhance an information barrier by preventing the appearance of impropriety in connection with trading, or preventing the use or appearance of the use of inside information. Access Persons and Investment Persons are prohibited from trading in the Securities of any issuer on such a restricted list if the restrictions apply to personal account dealings.

Your Company may also place the Securities of a company on a watch list. In such cases, the Code of Ethics Office reviews any personal trading activity in the Securities of an issuer on the watch list on a post-trade basis and evaluates whether there is any appearance of impropriety with respect to the personal trades by that Access Person or Investment Person.

XI. AFFILIATED CLOSED-END FUNDS – SPECIAL PRE-CLEARANCE PROCEDURES

Covered Persons who want to purchase or sell an Affiliated Closed-End Fund must complete and submit the form for this purpose through the personal trading system. In determining whether to grant approval for the trade, the Code of Ethics Office makes an assessment as to whether the transaction complies with this Policy, including the 30-Day Holding Period applicable to Affiliated Closed-End Funds. In addition, the respective Company’s CCO (or designee) for third party funds sub-advised by a Company verifies that your transaction does not conflict with any specific Fund information. Your request will be denied if the transaction would violate any requirements of this Policy.

Section 16 Requirements

Common shares of closed-end funds are registered under Section 12 of the Exchange Act. As such, there are specific reporting requirements and trading prohibitions under Sections 16(a) and 16(b) of the Exchange Act and Section 30(h) of the Investment Company Act if you are deemed to be a “Section 16 Person” with respect to a closed-end fund that include special filing obligations with the SEC. The Company’s Legal Department will notify you in the in the event that you are deemed to be a Section 16 Person in connection with an Affiliated Closed-End Fund. Even though individuals are personally responsible to file the forms with the SEC under Section 16, the Company’s Legal Department will manage the Section 16 filings on your behalf, if authorized by you. In connection with Affiliated Closed-End Funds, if you are a Section 16 Person, the COE Office must provide your trade execution details to the Legal Department or to the respective Company’s CCO (or designee) for third party closed-end funds sub-advised by a Company within one business day for filing purposes.

In addition, Section 16(b) of the Exchange Act (together with Section 30 (h)) prohibits Section 16 Persons from profiting from the purchase and sale, or sale and purchase, of an applicable Closed-End Fund within a six month period (referred to as “short-swing profits”). Any such profits realized are required to be forfeited to the applicable Closed-End Fund.

XII. PUBLIC OFFERINGS

Acquisitions of Securities in a public offering are subject to special pre-clearance procedures. Public offerings give rise to potential conflicts of interest that are greater than those present in other types of personal securities transactions since such offerings are generally only offered to institutional and retail investors who have a relationship with the underwriters involved in the offering. In order to preclude any possibility of a Covered Person profiting from his/her position with the Company, the following rules apply to public offerings.

Initial Public Offerings – Equity Securities

You are prohibited from purchasing equity and equity-related Securities in IPOs of those Securities in the U.S., whether or not the Company is participating in the offering on behalf of its Client accounts.

You are prohibited from purchasing equity and equity-related Securities in IPOs of those Securities outside of the U.S., whether or not the Company is participating in the offering on behalf of its Client accounts, except that you may participate in a retail tranche of such IPOs if available and subject to pre-clearance approval.

Secondary Offerings – Equity Securities

Subject to pre-clearance approval, you are generally permitted to purchase equity and equity-related Securities in secondary offerings of those Securities if the Company does not hold the Security on behalf of its Client accounts, and if no portfolio manager of the Company wishes to participate in the offering for Client accounts.

Debt Offerings

Subject to pre-clearance approval, you are permitted to purchase debt Securities in public offerings of those Securities, unless the Company is participating in that offering on behalf of its Client accounts. You cannot participate in any public offering of debt Securities if the Company is participating in the offering on behalf of its Client accounts.

Note: These prohibitions do not apply to investments in public offerings by your spouse, provided the investment pertains to your spouse’s firm of employment. These prohibitions also do not apply to investments in public offerings if such an investment is available to the Covered Person as a result of the Covered Person’s existing investment in a Private Placement. However, any such investments are subject to prior review and approval by the Code of Ethics Office.

A form for pre-clearing the purchase of Securities that are the subject of public offerings is located in the personal trading system.

XIII. PRIVATE PLACEMENTS

Acquisitions of Securities in a Private Placement are subject to special pre-clearance procedures. Investments in hedge funds and PIPEs are considered to be Private Placements. Prior approval is required by: (i) your immediate supervisor; (ii) your Company’s CIO, if applicable; and (iii) your Company’s CCO (or designee). The form for this purpose is located in the personal trading system.

Approval will not be given if:

The investment opportunity is suitable for Clients;

The opportunity to invest has been offered to you solely by virtue of your position; or

The opportunity to invest could be considered a favor or gift designed to influence your judgment in the performance of your job duties or as compensation for services rendered to the issuer.

Note: You must provide documentation supporting your investment in the Private Placement to the Code of Ethics Office upon completion of your investment. You must also notify the Code of Ethics Office if there are any changes in the circumstances of your Private Placement investment (e.g., liquidation or dissolution of the Company). Additional contributions to an existing Private Placement must be pre-cleared as a new Private Placement investment. For IPOs stemming from an existing Private Placement, refer to the section “Public Offerings”.

If you are an Investment Person and you have acquired Beneficial Ownership of Securities in a Private Placement, you must disclose your investment when you play a part in any consideration of an investment by a Client in the issuer of the Securities, and any decision to make such an investment must be independently reviewed by your Company’s CIO or a portfolio manager who does not have Beneficial Ownership of any Securities of the issuer.

XIV. REPORTABLE ACCOUNTS

A. Accounts Required to be Reported

The following personal accounts are required to be reported to the Code of Ethics Office: (i) upon hire; (ii) upon a change in your category from Non-Access Person to Access Person or Investment Person; (iii) at the time a new account is opened; and (iv) annually, as described in the section “Initial and Annual Reporting and Certification Requirements”:

Accounts in the name of, or for the direct or indirect benefit of:

You; or

Your spouse, domestic partner, minor children and any other person to whom you provide significant financial support, as well as to transactions in any other account over which you exercise investment discretion or trading authority, regardless of Beneficial Ownership.

Accounts that are fully managed by a third party where you do not have discretion over investment selections for the account through recommendation, advice, pre-approval or otherwise.

Note: The Code of Ethics Office independently verifies that the account is fully managed with your broker or financial adviser.

Accounts that have the ability to hold Reportable Securities, even if the account currently only holds Exempt Securities.

Example: If you have a 401(k) Plan with a prior employer that includes an Affiliated Open-End Mutual Fund as an investment option, the account is required to be reported regardless of whether you hold that particular Fund in your account.

Accounts that are established under the following Allianz Plans:

Allianz 401(k) Plan

Allianz Asset Management of America L.P. Roth 401(k) Plan

Allianz Asset Executive Deferred Compensation Plan Account (“DCP Account”)

Allianz Deferral into Funds Plan (“DIF Plan”)

Allianz Class A Shares Purchase Program

Allianz Institutional Shares Purchase Program

Allianz Employee Stock Purchase Plan (“Allianz ESPP”)

Allianz Personal Choice Retirement Account (“PCRA Account”)

CollegeAccess 529 Plan distributed by AGID

MI 529 Advisor Plan distributed by AGID

OklahomaDream 529 Plan distributed by AGID

PIMCO Class A Shares Purchase Program

Note:The Code of Ethics Office receives statements and transactions for the above listed Allianz Plans directly from the Company, the broker or the Plan Administrator.

Examples of the types of accounts that you must report if the account holds Reportable Securities or has the ability to hold Reportable Securities include, but are not limited to, the following:

Brokerage Accounts
Individual Retirement Accounts (“IRAs”), including but not limited to, Traditional IRAs, Rollover IRAs, Contributory IRAs, Roth IRAs, SEP IRAs and SIMPLE IRAs
401(k) Plans and Other Retirement and Savings Accounts
Employee Stock Purchase Plans
Automatic Investment Plans
Dividend Reinvestment Plans (DRIPs)
Direct Stock Purchase Plans
Deferred Compensation Plan Accounts
Custodial Accounts
Trust Accounts
Variable Annuity Accounts

Note: 529 Plans are not Reportable unless they are distributed by AGID.

If you are unsure whether an account is required to be reported, please contact the Code of Ethics Office for guidance.

B. Reporting of Transactions - Designated Broker-Dealers

SEC Rule 204A-1 requires an adviser’s employees who have been designated as Access Persons and Investment Persons to provide quarterly reports of their personal securities transactions no later than 30 days after the close of each calendar quarter. An adviser’s code of ethics may excuse Access Persons and Investment Persons from submitting transaction reports that would duplicate information contained in trade confirmations and/or account statements that the adviser holds in its records, provided that the adviser has received those confirmations and/or statements not later than 30 days after the close of the calendar quarter in which the transaction takes place.

To assist Covered Persons with this reporting requirement, the Company has selected certain broker-dealers as “Designated Broker-Dealers”. A list of the Company’s Designated Broker-Dealers can be found on the Compliance tab of the Company Intranet. The Code of Ethics Office receives automated trade confirmations and/or account statements directly from these broker-dealers, thereby eliminating the need for you or your broker-dealer to submit copies of these documents in paper format.

Access Persons and Investment Persons are required to maintain their Reportable Accounts with a Designated Broker-Dealer, unless they have submitted an exception request in writing and received approval from the Code of Ethics Office to maintain the account(s) with a non-Designated Broker-Dealer. Refer to the section “Reporting of Transactions – Non-Designated Broker-Dealers”. Temporary Employees, however, are not subject to this requirement and may hold accounts outside of the Designated Broker-Dealers without obtaining prior approval.

Note: If you open a new account with a Designated Broker-Dealer, you must promptly notify the Code of Ethics Office in writing of the new account and provide the account details.

C. Reporting of Transactions - Non-Designated Broker-Dealers

Certain limited exceptions may be granted that would allow you to maintain a Reportable Account with a non-Designated Broker-Dealer. For example, an exception may be granted based on the type of the account (e.g., a 401(k) account with a prior employer, a spousal 401(k) account with the spouse’s employer, an employee stock purchase plan account or a direct stock purchase plan account). An exception may also be granted if your spouse works for another investment adviser or broker-dealer with their own designated or preferred broker-dealer requirement.

You must submit a request in writing to the Code of Ethics Office if you want to open or report a new account with a non-Designated Broker-Dealer, prior to opening the account. The notification must include the name of your broker-dealer, the type of account and the reason(s) for requesting the exception. If you are a new Access Person or Investment Person, you are required to transfer your Reportable Accounts to a Designated Broker-Dealer within a reasonable period of time from the commencement of your employment with the Company or from the date you become an Access Person or Investment Person resulting from a change in your category classification, unless you have been granted an exception for the account(s).

You are required to submit duplicate trade confirmations and/or account statements, either on a monthly basis or on a quarterly basis (depending on the time frame for which a statement is generated by the broker-dealer), to the Code of Ethics Office no later than 30 days after the end of the calendar month or calendar quarter, as applicable. The Code of Ethics Office sends a NYSE Rule 407/FINRA Rule 3050 Letter to the broker-dealer requesting these documents. In the event that the broker-dealer is unable to routinely mail the documents to the Company through such a letter, you are required to provide the documents to the Code of Ethics Office by the deadline.

If the circumstances of the non-Designated Broker-Dealer account change in any way, it is your responsibility to notify the Code of Ethics Office immediately. Please note that the nature of the change in circumstances reported may cause the Designated Broker-Dealer exception to be revoked. Also note that an exception request must be made for each account to the Code of Ethics Office. You may not assume that because an exception was granted in one instance that you would necessarily be permitted to open a new account with the same non-Designated Broker-Dealer or another non-Designated Broker-Dealer.

The Company treats all trade confirmations and account statements as confidential and only discloses such information to the personal trading system vendor or in connection with an audit request, or during an exam or upon a request by a regulatory authority.

XV. REPORTING AND CERTIFICATION REQUIREMENTS

Under SEC Rule 204A-1, advisers must provide each supervised person with a copy of the code of ethics and any amendments. The code of ethics must also require each supervised person to acknowledge, in writing, receipt of those copies. In addition, Access Persons and Investment Persons are required to provide a complete report of Securities holdings at the time the person becomes an Access Person or an Investment Person and at least once a year thereafter. The information supplied must be current as of a date not more than 45 days prior to the individual becoming an Access Person or an Investment Person (initial report) or prior to the date the report is submitted (annual report).

The Code of Ethics Office provides you with notification of, and instructions pertaining to, your initial and annual reporting and certification requirements.

Access Persons and Investment Persons

Within 10 days of becoming an Access Person or an Investment Person (either following the commencement of employment with the Company or due to a change in your category classification), you are required to (1) certify your receipt and understanding of and compliance with the Code; and (2) complete an initial report of personal Securities holdings and accounts and submit the report, along with any relevant documentation as requested by the Code of Ethics Office.

On an annual basis, you are required to (1) re-certify your understanding of and compliance with the Code; (2) provide information regarding your Securities holdings; and (3) certify to a list of your current Reportable Accounts.

Non-Access Persons

Within 10 days of becoming a Non-Access Person (either following the commencement of employment with the Company or due to a change in your category classification), you are required to certify your receipt and understanding of and compliance with the Code.

On an annual basis, you are required to re-certify your understanding of and compliance with the Code.

XVI. EXEMPTIONS FROM THIS POLICY

You may apply for an exemption from a provision of this Policy by making a request in writing to the Code of Ethics Office. The request must fully describe the basis upon which the request is being made. As part of the consideration process, the CCO of your Company (or designee) determines if a Client may be disadvantaged by the request and considers any other relevant factors in deciding whether to grant or deny the request.

No exemptions may be granted for those sections of this Policy that are mandated by regulation.

XVII. CONSEQUENCES OF VIOLATIONS OF THIS POLICY

Compliance with this Policy is considered a basic condition of employment with the Company. We take this Policy and your obligations under it very seriously. A potential violation of this Policy may constitute grounds for remedial actions, which may include, but are not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against your personal interests. Violations of this Policy may also constitute violations of law, which could result in criminal or civil penalties for you and the Company.

In addition, the Federal Securities Laws require companies and individual supervisors to reasonably supervise Covered Persons with a view toward preventing violations of law and violations of a company’s Code of Ethics. As a result, all Covered Persons who have supervisory responsibility should endeavor to ensure that the Covered Persons they supervise, including Temporary Employees, are familiar with and remain in compliance with the requirements of this Policy.

XVIII. REPORTING OF VIOLATIONS

Violations of this Policy must be reported to your Company’s CCO and the Head of the Code of Ethics Office. In connection with any Company-advised Funds, the CCO of the Company (or designee) will report promptly any material violations of this Policy by Access Persons of the Funds to the Funds’ Board of Directors or Trustees. In connection with any Company-advised Funds, the CCO of AGI U.S. (or designee) will report all violations of this Policy by Access Persons of the Funds to the Funds’ Board of Directors or Trustees on a quarterly basis.

XIX. QUESTIONS CONCERNING THIS POLICY

Given the seriousness of the potential consequences of violations of this Policy, all employees are urged to seek guidance with respect to issues that may arise. Determining whether a particular situation may create a potential conflict of interest, or the appearance of such a conflict, may not always be easy, and situations inevitably arise from time to time that require interpretation of this Policy as related to particular circumstances. If you are unsure whether a proposed transaction is consistent with this Policy, please contact the Code of Ethics Office before initiating the transaction.

XX. CODE OF ETHICS OFFICE CONTACT INFORMATION

For purposes of this Policy, the contact information for the Code of Ethics Office in New York is as follows:

Personal Trading Helpline: (212) 739-3186

Outlook Group E-Mail Address: COE-PT@allianzgi.com(COE – PT)

XXI. DEFINITIONS

The following definitions apply to terms that appear in this Policy. Additional definitions are contained in the text itself.

1940 Act

The Investment Company Act of 1940, as amended, and the rules and regulations thereunder

529 Plan

A tax-advantaged investment vehicle in the U.S. designed to encourage savings for the future higher education expenses of a designated beneficiary

Advisers Act

The Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder

Advisory Clients

Clients, other than Funds, for whom the Company serves as an adviser or sub-adviser

Affiliate

Any company or entity that is under common ownership or control with Allianz SE

Affiliated Funds:

Affiliated Closed-End Funds

Closed-end funds that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party closed-end funds sub-advised by PIMCO)

Affiliated ETFs

ETFs that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party ETFs sub-advised by PIMCO)

Affiliated ETNs

ETNs that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party ETNs sub-advised by PIMCO)

Affiliated Open-End Mutual Funds

Open-end mutual funds that are advised or sub-advised by AGIFM or its U.S. Affiliates who are direct subsidiaries of AAMA LP or distributed by AGID or PIMCO Investments LLC (excludes third party open-end mutual funds that are sub-advised by PIMCO)

AGID Registered Representatives

A Covered Person who is a Registered Representative of AGID. A “registered representative” (also called a general securities representative) is licensed to sell Securities in the U.S and generally involves Covered Persons engaged in sales, trading and investment banking activities. A registered representative must be sponsored by a broker-dealer and pass the FINRA-administered Series 7 examination (known as the General Securities Representative Exam) or another Limited Representative Qualifications Exam. Some state laws and broker-dealer policies also require the Series 63 examination.

Allianz Global Investors Clients

Refers to Clients of AGI U.S., NFJ and certain non-U.S. Affiliates. Orders and trades for these Clients are included on the Bloomberg global trading platform.

Beneficial Ownership

For purposes of this Policy, Beneficial Ownership is interpreted in the same way as it would under Rule 16a-1(a)(2) of the Exchange Act, and the rules thereunder. You are considered to have Beneficial Ownership of Securities if you have or share a direct or indirect Pecuniary Interest in the Securities. Through indirect Pecuniary Interest, you will generally be deemed to have Beneficial Ownership of Securities held by members of your immediate family sharing the same household and other individuals for whom you provide significant economic support, and Securities held in investment vehicles for which you serve as general partner or managing member, among other circumstances. See the definition of “Pecuniary Interest” below.

You are also considered to have Beneficial Ownership of Securities held in a trust where (i) you act as trustee and either you or members of your immediate family have a vested interest in the principal or income of the trust; or (ii) you act as settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

CCO

Chief Compliance Officer

CIO

Chief Investment Officer

Clients

Collectively, the Funds and Advisory Clients

Company

Allianz Asset Management of America L.P. (“AAMA LP”), Allianz Asset Management of America LLC (“AAMA LLC”), Allianz Global Investors U.S. Holdings LLC (“AGI U.S. Holdings”), Allianz Global Investors U.S. LLC (“AGI U.S.”), Allianz Global Investors Distributors LLC (“AGID”), Allianz Global Investors Fund Management LLC (“AGIFM”), NFJ Investment Group LLC (“NFJ”) and Pallas Investment Partners, L.P. (“Pallas”)

COO

Chief Operating Officer

Covered Persons

All partners, officers, directors, and employees of the Company, including interns and Temporary Employees

Designated Broker-Dealer

A broker-dealer for which the Company receives automated trade confirmations and/or account statements for Covered Persons directly from such broker-dealer

Equivalent Security

An “Equivalent Security” for purposes of this Policy means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the value of the underlying Security, or similar Securities with a price derived from the value of the underlying Security.

The following are examples of Equivalent Securities:

Example 1:

General Electric Co. Common Stock

General Electric Co. Convertible Security

General Electric Co. Preferred Shares

General Electric Co. Call Option 22 6/21/2013

Example 2:

SPDR S&P 500 ETF

SPDR S&P 500 Put Option 139 9/14/2013

ETFs

Exchange-traded funds (ETFs) are investment vehicles that have many attributes of mutual funds but trade throughout the day on an exchange like a stock. ETFs come in a variety of styles including passive or index ETFs, which typically aim to closely track their underlying index, and actively managed ETFs, which are typically managed with the objective of providing above-benchmark returns or to objectives such as income or total return.

ETNs

Exchange-traded notes (ETNs) are a type of unsecured, unsubordinated debt securities issued by an underwriting bank. This type of debt differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed and no principal protection exists. Similar to ETFs, ETNs are traded on a major exchange, such as the NYSE during normal trading hours. However, investors can also hold the debt security until maturity.

Exchange Act

Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder

Federal Securities Laws

Including without limitation, the Advisers Act, the 1940 Act, the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, the Dodd-Frank Act of 2010, any rules adopted by the SEC and other regulatory bodies under these statutes, the U.S.A. Patriot Act and Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury

FINRA

Financial Industry Regulatory Authority, Inc.

Funds

The registered investment companies for which AAMA LP or any of its affiliated subsidiaries serves as an adviser or sub-adviser

The Group of Eight (G8) is a forum for the governments of eight of the world’s largest economies. The group members include Canada, France, Germany, Italy, Japan, Russia, the United Kingdom and the United States.

IAA

Investment Adviser Association

ICI

Investment Company Institute

IPO

An initial public offering (IPO), also referred to as a “new issue” under FINRA Rule 5130, means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the requirements of Section 13 or 15(d) of the Exchange Act to file public periodic reports with the SEC.

Non-Public Information

Non-Public Information is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or when the recipient knows or should know that the information can only have been provided by an
“insider” is also Non-Public Information.

NYSE

New York Stock Exchange

Pecuniary Interest

You have a Pecuniary Interest in Securities if you have the opportunity to directly or indirectly benefit or share in any profit derived from a transaction in the Securities. The following are examples of indirect pecuniary interest in Securities:

Securities held by members of your immediate family sharing the same household unless it can be established that profits derived from transactions in these Securities do not provide you with any economic benefit, subject to review and approval by the Code of Ethics Office. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and includes any adoptive relationship.
Securities held by any individual for whom you provided significant economic support during the immediately preceding 12-month period, even if such individual does not share the same household.
Your interest as a general partner in Securities held by a general or limited partnership.
Your interest as a manager-member in the Securities held by a limited liability company.

You do not have a pecuniary interest in the Securities held by a corporation or similar entity in which you hold an equity interest, unless you are a controlling shareholder of the entity or you have or share investment control over the Securities held by the corporation or similar entity.

PIPEs

Private investments in public equities

Policy

Personal Securities Transactions Policy

Private Placements

A private placement is the sale of securities to a relatively small number of select investors as a way of raising capital. A private placement is the opposite of a public issue, in which Securities are made available for sale on the open market. Although private placements are subject to the Securities Act, the Securities offered do not have to be registered with the SEC if the issuance of the securities conforms to an exemption from registration as set forth in the Securities Act and SEC rules.

Reportable Account

An account that is required to be reported by Access Persons, Investment Persons, AGID Covered Persons and AGID Registered Representatives under this Policy

SEC

Securities and Exchange Commission

SEC Rule 204A-1

Rule 204A-1 under the Advisers Act, also known as the “Code of Ethics Rule”

Securities Act

Securities Act of 1933, as amended, and the rules and regulations thereunder

Security

The term “Security”, as defined in Section 202(a)(18) of the Advisers Act, means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

For purposes of this Policy, commodities and futures and options traded on a commodities exchange, including currency futures, are not Securities. However, securities futures, financial futures and futures and options on any group or index of Securities are Securities.

Temporary Employee

A temp, consultant or contractor

U.S. Affiliate

Any U.S. company or entity that is under common ownership or control with AAMA LP

Although Pallas is an unaffiliated registered investment adviser, it shares common employees, facilities and systems with AGI U.S.

Including without limitation, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Investment Company Act of 1940, as amended (“1940 Act”), the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, the Dodd-Frank Act of 2010, any rules adopted by the Securities and Exchange Commission (“SEC”) and other regulatory bodies under these statutes, the U.S.A. Patriot Act and Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury.

As defined in the Personal Securities Transactions Policy.

Section 16(b) prohibits short-swing profits by corporate insiders in their own corporation’s stock, except in very limited circumstances. It applies only to directors or officers of the corporation and those holding greater than 10% of the stock and is designed to prevent insider trading by those most likely to be privy to important corporate information. Section 10(b) makes it unlawful for any person to use or employ in the connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, any manipulative or deceptive device or in contravention of such rules and regulations as the SEC may prescribe.

In North America, the practice of market sounding is generally known as confidential pre-marketing. As a condition of participating in such pre-marketing/market sounding efforts, the underwriters require the potential investors to enter into confidentiality agreements, in which they agree not to disclose the information about the potential offering or trade in the issuer’s securities until the information becomes public or is no longer considered current.

For purposes of these procedures, “Investment Research Consultant Firms” are firms that employ or have similar arrangements with professionals in various fields of expertise to conduct, analyze, review and/or provide specialized information and research services for third parties. Investment Research Consultant Firms do not include entities whose employees provide generally available market and/or securities analysis or information.

For purposes of these procedures, “Consultants” include individuals who provide, analyze and/or research information for third parties pursuant to their employment or other arrangement with an Investment Research Consultant Firm.

See your Company’s compliance policies and procedures.

In addition, Covered Persons may not engage in transactions that are in violation of an Affiliated Open-End Mutual Fund’s stated policy as disclosed in its prospectus and statement of additional information. This includes excessive trading in Affiliated Open-End Mutual Funds which is strictly prohibited. Please refer to the respective Fund’s disclosure documents for further information.

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Highest Quarter: 2nd Quarter 2009	+8.90%
Lowest Quarter: 4th Quarter 2008	-7.15%
Year-to-date total return as of 6/30/2014 is +4.22%

Highest Quarter: 2nd Quarter 2009	+8.94%
Lowest Quarter: 4th Quarter 2008	-7.12%
Year-to-date total return as of 6/30/2014 is +4.30%