LEGAL PROCEEDINGS

Legal Proceeding

Case No.: 2:20"cv"01922"MWF"KS

MARC S. KIRSCHNER, as Trustee for the NWHI LITIGATION TRUST, and WILMINTON SAVINGS FUND SOCIETY, FSB, as successor indenture trustee for the 6.875% Senior Notes due 2019, the 8.25% Senior Notes due 2019, and the 6.125% Senior Notes due 2034 of Nine West Holdings, Inc., Plaintiffs vs. LOS ANGELES CAPITAL MANAGEMENT &

QUIETY RESEARCH INC.; SCHWAB FUNDAMENTAL US SMALL COMPANY INDEX FUND; SCHWAB SMALL-CAP INDEX FUND; SCHWAB TOTAL STOCK MARKET INDEX FUND; and WELLS FARGO DISCIPLINED SMALL CAP FUND f/k/a WELLS FARGO SMALL CAP OPPORTUNITIES FUND. On February 27, 2020, Wells Fargo Disciplined Small Cap Fund (formerly the Wells Fargo Small Cap Opportunities Fund) was named as a defendant in a fraudulent conveyance lawsuit related to the Nine West Bankruptcy. Plaintiffs are the litigation and indenture trustees of the Bankruptcy, and the claims arise from a series of transactions in 2014 between The Jones Group, Inc., later renamed Nine West Holdings ("Company"), and private equity sponsor Sycamore Partners Management L.P. Plaintiffs allege that the series of transactions was intended to improperly increase the Company's debt and decrease its assets, essentially rendering it insolvent and causing it to file for bankruptcy in April of 2018. Among the transactions in 2014 was a distribution to shareholders at a rate of 15 dollars a share in exchange for the cancellation of their shares. The Complaint alleges constructive and intentional fraudulent conveyance against the shareholders and seeks a return of the funds to the Company's bankruptcy trustee, as well as interest and attorneys' fees. Wells Fargo Disciplined Small Cap Fund is among the shareholders and allegedly received a 2.3 million dollar distribution in exchange for its shares.

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Shareholders of the Funds and Board of Trustees

Wells Fargo Funds Trust:

In planning and performing our audits of the financial statements of Wells Fargo Disciplined Small Cap Fund, Wells Fargo Fundamental Small Cap Growth Fund (formerly, Wells Fargo Traditional Small Cap Growth Fund), Wells Fargo Intrinsic Small Cap Value Fund, Wells Fargo Precious Metals Fund, Wells Fargo Special Small Cap Value Fund, Wells Fargo Specialized Technology Fund, and Wells Fargo Utility and Telecommunications Fund (collectively, the "Funds"), seven of the funds comprising Wells Fargo Funds Trust, as of and for the year ended March 31, 2020, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Funds' internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion.

Management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP). A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Funds' annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Funds' internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Funds' internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be a material weakness as defined above as of March 31, 2020.

This report is intended solely for the information and use of management and the Board of Trustees of Wells Fargo Funds Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/KPMG LLP

Boston, Massachusetts

May 28, 2020