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LOGO

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21269

 

 

Wells Fargo Income Opportunities Fund

(Exact name of registrant as specified in charter)

 

 

525 Market St., San Francisco, CA 94105

(Address of principal executive offices) (Zip code)

 

 

Catherine Kennedy

Wells Fargo Funds Management, LLC

525 Market St., San Francisco, CA 94105

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 800-222-8222

Date of fiscal year end: April 30

Date of reporting period: April 30, 2020

 

 

 


Table of Contents
ITEM 1.

REPORT TO STOCKHOLDERS

 

1


Table of Contents

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Annual Report

April 30, 2020

 

Wells Fargo

Income Opportunities Fund (EAD)

 

 

 

 

Beginning on January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, paper copies of the Wells Fargo Funds’ annual and semi-annual shareholder reports issued after this date will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 1-800-730-6001.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call 1-800-730-6001. Your election to receive reports in paper will apply to all Wells Fargo Funds held in your account with your financial intermediary or, if you are a direct investor, to all Wells Fargo Funds that you hold.


Table of Contents

 

 

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The views expressed and any forward-looking statements are as of April 30, 2020, unless otherwise noted, and are those of the Fund managers and/or Wells Fargo Asset Management. Discussions of individual securities, or the markets generally, or any Wells Fargo Fund are not intended as individual recommendations. Future events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Wells Fargo Asset Management and the Fund disclaim any obligation to publicly update or revise any views expressed or forward-looking statements.

 

 

INVESTMENT PRODUCTS: NOT FDIC INSURED    NO BANK GUARANTEE    MAY LOSE VALUE


 

 

Wells Fargo Income Opportunities Fund  |  1


Table of Contents

Letter to shareholders (unaudited)

 

LOGO

Andrew Owen

President

Wells Fargo Funds

 

Investors regrouped midway through the fiscal year as sentiment turned positive and U.S. equity markets advanced.

Dear Shareholder:

We are pleased to offer you this annual report for the Wells Fargo Income Opportunities Fund for the 12-month period that ended April 30, 2020. Global stock markets saw earlier gains erased in February and March as governments around the world took unprecedented measures to stop the spread of the coronavirus at the expense of short-term economic output. Markets rebounded in April to lessen the losses as central banks attempted to bolster capital markets and confidence. Fixed-income markets performed better, with the exception of high-yield bonds, as U.S. bonds overall achieved modest gains.

For the 12-month period, fixed-income securities generally had positive total returns while non-U.S. equities had broad losses and U.S. stocks fared somewhat better, breaking even overall. For the period, U.S. stocks, based on the S&P 500 Index,1 gained 0.86%. International stocks, as measured by the MSCI ACWI ex USA Index (Net),2 returned -11.51%, while the MSCI EM Index (Net)3 trailed slightly, with a -12.00% return. For bond investors, the Bloomberg Barclays U.S. Aggregate Bond Index4 returned a robust 10.84%, the Bloomberg Barclays Global Aggregate ex-USD Index5 gained a more modest 3.43%, and the Bloomberg Barclays Municipal Bond Index6 returned 2.16%, but the ICE BofA U.S. High Yield Index7 had rockier returns, losing 5.26%, reflecting its risk exposure.

Fiscal year ended with historic stock sell-off and rebound.

The 12-month period began on the heels of a strong start to 2019 after the U.S. Federal Reserve (Fed) had indicated it would change course with more supportive monetary policy. However, markets tumbled in May on mixed investment signals. In the U.S., partisan political wrangling ramped up in advance of the 2020 election. Ongoing failures in the U.K.’s Brexit negotiations caused Prime Minister Theresa May to resign. Boris Johnson succeeded her, only to add to uncertainty about Brexit’s resolution ahead of an October 2019 deadline. The European Commission downgraded the 2019 growth forecast to 1.2%. The U.S. increased tariffs on products from China, China responded with its own tariffs, and then talks broke down.

Investors regrouped midway through the fiscal year as sentiment turned positive and U.S. equity markets advanced during June and July. The gains, primarily driven by geopolitical and monetary policy events, pushed equity markets to new highs. European Central Bank (ECB) President Mario Draghi indicated the bank was ready to cut rates or buy more assets to prop up inflation if needed. President Trump backed off of tariff threats against Mexico and China. In the U.S., the Fed implemented a 0.25% federal funds rate cut in July.

 

 

 

1 

The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock’s weight in the index proportionate to its market value. You cannot invest directly in an index.

 

2 

The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the United States. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index.

 

3 

The MSCI Emerging Markets (EM) Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance of emerging markets. You cannot invest directly in an index.

 

4 

The Bloomberg Barclays U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index.

 

5 

The Bloomberg Barclays Global Aggregate ex-USD Index is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S. dollar-denominated debt market. You cannot invest directly in an index.

 

6 

The Bloomberg Barclays Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index.

 

7 

The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2020. ICE Data Indices, LLC. All rights reserved.

 

 

2  |  Wells Fargo Income Opportunities Fund


Table of Contents

Letter to shareholders (unaudited)

 

Later in July, the U.S. reversed course and threatened to impose higher tariffs on China’s exports after talks failed. China responded with tariff threats of its own and devalued the renminbi, roiling global markets. Major U.S. stock market indices closed July with the worst weekly results of the year. Bond prices gained as Treasury yields fell to multiyear lows, and the yield curve inverted at multiple points along the 30-year arc with shorter-term yields higher than longer-term.

In August, U.S.-China trade tensions continued with no signs of compromise. Evidence of a continued global economic slowdown mounted, and central banks in China, New Zealand, and Thailand cut interest rates. Industrial and manufacturing data declined in China, Canada, Japan, and Germany. Adding to global uncertainty, Italy’s prime minister resigned, many feared a crackdown in Hong Kong as protestors sustained their calls for reform, and Boris Johnson planned to suspend Parliament as Brexit’s deadline neared.

In the U.S., the Fed cut interest rates a second time in September. U.S. manufacturing data disappointed investors. The U.S. Congress announced it would pursue an impeachment investigation of President Trump. Meanwhile, the Brexit impasse showed no signs of resolution. Officials in China said that hitting the country’s economic growth goals for the year would be difficult considering the weight of tariffs and trade restrictions. Although the S&P 500 Index finished the third quarter with the best year-to-date returns in more than 20 years, concerns about future returns remained.

The fourth quarter of 2019 started on a strong note, with U.S.-China trade tensions relaxing in October along with renewed optimism for a U.K. Brexit deal and positive macroeconomic data. The initial estimate of U.S. third-quarter GDP growth was a resilient 1.9% annualized rate, while the U.S. unemployment rate fell to a 50-year low of 3.5% in September. However, despite resilience among U.S. consumers, business confidence declined and manufacturing activity contracted. Concerned with a potential economic slowdown, the Fed lowered interest rates another quarter point in late October—its third rate cut in four months. This helped push the S&P 500 Index to a new all-time high while emerging market equities rallied and global bonds declined overall, reflecting a broad pickup in risk appetite.

Equity markets continued to rally in November despite ongoing geopolitical risks. Hopes for a U.S.-China trade deal buoyed investor confidence. U.S. business sentiment improved slightly, and manufacturing and services activity picked up. While consumer confidence and purchasing manager activity rose in the eurozone, China reported weakening manufacturing and consumer data. Bond yields rose marginally, leading to slightly negative returns for global government and investment-grade corporate bonds.

Financial markets ended 2019 with a boost from the U.S. and China accord on a Phase One trade deal. That, along with the landslide win by the pro-Brexit U.K. Conservative Party in a national election and ongoing central bank support, gave investors greater confidence. U.S. economic indicators were generally positive, with the exception of manufacturing activity and business confidence. Consumer confidence was resilient, fed by a robust labor market, tame inflation, and lower interest rates, which boosted housing affordability and stimulated homebuyer activity. The impeachment of U.S. President Donald Trump had little impact on markets. Meanwhile, slowing Chinese economic activity, partly attributable to the trade war, led to further government stimulus at year-end through lower reserve ratios, allowing banks to lend more money.

The year-end rally continued in early January 2020. However, capital market volatility picked up sharply in late January on concerns over the potential impact of the coronavirus on the global economy and stock markets. With sentiment somewhat souring, perceived safe havens did well in January. The U.S. dollar and Japanese yen both rose, and government bonds outperformed equities. While the S&P 500 Index held its ground, emerging market equities tumbled, including those in Asia.

 

    

 

 

 

Wells Fargo Income Opportunities Fund  |  3


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Letter to shareholders (unaudited)

 

The global spread of the coronavirus led country after country to clamp down on social and business-related activity in order to contain the virus from causing even greater devastation and overwhelming the health care system.

 

 

For further information about your Fund, contact your investment professional, visit our website at wfam.com,

or call us directly at 1-800-222-8222.

In February, the coronavirus became the major market focus. Fears of the virus’s impact on global growth led to expectations of increased global central bank monetary policy support. That led the 10-year U.S. Treasury yield to fall to an all-time low of 1.1% by the end of the month. Although equity markets initially shrugged off concerns about the outbreak, focusing instead on strong fourth-quarter earnings and improving business confidence in January, market sentiment turned sharply lower toward month-end and the S&P 500 Index lost 8.2% for the month. Oil prices tumbled as Russia and the Organization of the Petroleum Exporting Countries compounded a major decline in oil demand with a brutal price war, partly aimed at dissuading further U.S. shale production. As a result, the price of West Texas Intermediate crude oil fell 13% in February and 27% for 2020 year to date.

The global spread of the coronavirus led country after country to clamp down on social and business-related activity in order to contain the virus from causing even greater devastation and overwhelming the health care system. This abrupt stoppage of economic activity led to the sharp deceleration of global output, sending economies into a deep contraction. Central bank responses were swift, as they slashed interest rates and expanded quantitative easing programs to restore liquidity and confidence to the markets. In the U.S., the Fed introduced several new lending programs, funding investment-grade bonds, money market mutual funds, and commercial paper while purchasing Treasuries, mortgage-backed securities, and overnight repurchase agreements. Meanwhile, stock markets tumbled quickly into a bear market, ending the longest bull stock market in U.S. history.

Markets rebounded strongly in April after the extreme volatility of the previous two months, with the S&P 500 Index gaining 12.8% for the month and the MSCI ACWI ex USA Index (Net) returning 7.6%. The rebound was fueled by unprecedented stimulus measures taken by governments and central banks to buffer the economic damage created by mass shutdowns to try to contain the virus’s spread. The U.S. economy contracted by an annualized 4.8% pace in the first quarter, with 30 million new unemployment insurance claims in six weeks. In the eurozone, first-quarter real gross domestic product (GDP) shrank 3.8%, with the composite April Flash Purchasing Managers’ Index, a monthly survey of purchasing managers, falling to an all-time low of 13.5. The ECB expanded its quantitative easing to include the purchase of additional government bonds of countries with the greatest virus-related need, including Italy and Spain. China’s first-quarter GDP fell by 6.8% year over year. However, retail sales, production, and investment showed signs of recovery. Extreme oil price volatility continued as global supply far exceeded demand.

Don’t let short-term uncertainty derail long-term investment goals.

Periods of investment uncertainty can present challenges, but experience has taught us that maintaining long-term investment goals can be an effective way to plan for the future. Although diversification cannot guarantee an investment profit or prevent losses, we believe it can be an effective way to manage investment risk and potentially smooth out overall portfolio performance. We encourage investors to know their investments and to understand that appropriate levels of risk-taking may unlock opportunities.

Thank you for choosing to invest with Wells Fargo Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs.

Sincerely,

 

LOGO

Andrew Owen

President

Wells Fargo Funds

 

 

 

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Table of Contents

Letter to shareholders (unaudited)

 

Notice to Shareholders

On November 22, 2019, the Fund announced a renewal of its open-market share repurchase program (the “Buyback Program”). Under the renewed Buyback Program, the Fund may repurchase up to 10% of its outstanding shares in open market transactions during the period beginning on January 1, 2020 and ending on December 31, 2020. The Fund’s Board of Trustees has delegated to Wells Fargo Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations.

The Fund’s managed distribution plan provides for the declaration of monthly distributions to common shareholders of the Fund at an annual minimum fixed rate of 8% based on the Fund’s average monthly net asset value per share over the prior 12 months. Under the managed distribution plan, monthly distributions may be sourced from income, paid-in capital, and/or capital gains, if any. To the extent that sufficient investment income is not available on a monthly basis, the Fund may distribute paid-in capital and/or capital gains, if any, in order to maintain its managed distribution level. You should not draw any conclusions about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the managed distribution plan. Shareholders may elect to reinvest distributions received pursuant to the managed distribution plan in the Fund under the existing dividend reinvestment plan, which is described later in this report.

 

 

Wells Fargo Income Opportunities Fund  |  5


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Performance highlights (unaudited)

 

Investment objective

The Fund seeks a high level of current income. Capital appreciation is a secondary objective.

Strategy summary

Under normal market conditions, the Fund invests at least 80% of its total assets in below-investment-grade (high yield) debt securities, loans and preferred stocks. These securities are rated Ba or lower by Moody’s or BB or lower by S&P, or are unrated securities of comparable quality as determined by the subadviser.

Adviser

Wells Fargo Funds Management, LLC

Subadviser

Wells Capital Management Incorporated

Portfolio managers

Niklas Nordenfelt, CFA®

Phillip Susser

Average annual total returns (%) as of April 30, 20201

 

    1 year     5 year     10 year  
       
Based on market value     -7.91       3.81       6.06  
       
Based on net asset value (NAV)     -7.77       4.18       7.11  
       
ICE BofA U.S. High Yield Constrained Index2     -5.27       3.20       5.65  
       
ICE BofA U.S. High Yield Index3     -5.26       3.19       5.66  

Figures quoted represent past performance, which is no guarantee of future results, and do not reflect taxes that a shareholder may pay on an investment in a fund. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted, which assumes the reinvestment of dividends and capital gains. Performance figures of the Fund do not reflect brokerage commissions that a shareholder would pay on the purchase and sale of shares. If taxes and such brokerage commissions had been reflected, performance would have been lower. To obtain performance information current to the most recent month-end, please call 1-800-222-8222.

The Fund’s expense ratio for the year ended April, 30, 2020 was 2.16%, which includes 1.17% of interest expense.

 

Comparison of NAV vs. market value4

LOGO

 

The Fund is leveraged through a revolving credit facility and also may incur leverage by issuing preferred shares in the future. The use of leverage results in certain risks including, among others, the likelihood of greater volatility of the net asset value and the market value of common shares. Derivatives involve additional risks including interest rate risk, credit risk, the risk of improper valuation, and the risk of non-correlation to the relevant instruments that they are designed to hedge or closely track. Bond values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. Changes in market conditions and government policies may lead to periods of heightened volatility in the bond market and reduced liquidity for certain bonds held by the Fund. In general, when interest rates rise, bond values fall and investors may lose principal value. Interest rate changes and their impact on the Fund and its share price can be sudden and unpredictable. High-yield securities have a greater risk of default and tend to be more volatile than higher rated debt securities. This closed-end fund is no longer offered as an initial public offering and is only offered through broker-dealers on the secondary market. A closed-end fund is not required to buy its shares back from investors upon request.

 

Please see footnotes on page 8.

 

 

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Table of Contents

Performance highlights (unaudited)

 

MANAGER’S DISCUSSION

The Fund’s return based on market value was -7.91% for the 12-month period that ended April 30, 2020. During the same period, the Fund’s return based on its net asset value (NAV) was -7.77%. Based on its market value and NAV returns, the Fund underperformed the ICE BofA U.S. High Yield Constrained Index, which returned -5.27% for the 12-month period that ended April 30, 2020.

Overview

During the period, high-yield bonds returned -5.27%, as measured by the ICE BofA U.S. High Yield Constrained Index, with a positive return in seven of the eight months through January 2020 followed by a decline in February and a sharp fall in March of more than 11.5% and a mild rebound in April. Spread widening over the period more than offset a decline in Treasury yields and the yield on the index increased. Not surprisingly in this risk-off environment, lower-rated bonds underperformed higher-rated high-yield bonds.

Sector allocation detracted from performance.

Sector allocation was negative overall. Underweights to and selection within cable/satellite, wireless, and energy exploration and production all hurt performance. Maturity allocation also detracted from performance, with an underweight to the best-performing 7- to 10-year maturity bucket. The Fund’s use of leverage had a negative impact on total return performance during this reporting period.

 

Ten largest holdings (%) as of April 30, 20205  
   

Pattern Energy Group Incorporated, 5.88%, 2-1-2024

     2.32  
   

Dell International LLC, 7.13%, 6-15-2024

     2.30  
   

NCR Corporation, 6.38%, 12-15-2023

     2.27  
   

KAR Auction Services Incorporated, 5.13%, 6-1-2025

     2.08  
   

Service Corporation International, 7.50%, 4-1-2027

     2.05  
   

Allison Transmission Incorporated, 5.00%, 10-1-2024

     1.77  
   

Occidental Petroleum Corporation, 6.45%, 9-15-2036

     1.75  
   

CCM Merger Incorporated, 6.00%, 3-15-2022

     1.75  
   

Ritchie Brothers Auctioneers Incorporated, 5.38%, 1-15-2025

     1.73  
   

LPL Holdings Incorporated, 5.75%, 9-15-2025

     1.66  
Credit quality as of April 30, 20206

 

LOGO

 

 

 

Security selection added to performance.

Security selection was positive over the 12-month period that ended April 30, 2020. Outperformance within retail and pharmaceuticals and an overweight to the electric sector were beneficial. Overall ratings allocation was also positive, due largely to an underweight to triple-C and lower credits.

Management outlook

Going into 2020, the market was supported by solid and consistent gross domestic product growth, lack of aggressive issuance over the past few years, and a relatively low default rate. As a result, spreads were tighter than long-term averages as they generally have been over the past few years. However, as is often the case, these periods of calm end with an unexpected surprise.

 

Please see footnotes on page 8.

 

 

Wells Fargo Income Opportunities Fund  |  7


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Performance highlights (unaudited)

 

Effective maturity distribution as of April 30, 20207
LOGO

This January, the surprise came in the form of the coronavirus. The reaction to the spread of the coronavirus has raised fears that consumer behavior will be altered, resulting in a global economic recession. To the extent that consumers and businesses adjust their behavior to avoid social interaction, whether by shelter-in-place orders or by many individual decisions, the more likely economic activity slows. Indeed, this behavior can be self-reinforcing as slower economic activity reduces personal income, which can further reduce demand. In response, the government and central banks have engaged in unprecedented fiscal and monetary stimulus. At this point, there is significant uncertainty regarding the length and severity of the health

 

crisis and the medium- to long-term impact of the stimulus and money printing. Most, if not all, businesses have been affected by the virus and most have been hurt. However, with the large economic stimulus, liquidity is available for those companies that investors believe are solvent. For example, net issuance in the high-yield bond market in April was $37.7 billion, the third-largest month on record.

The high-yield bond market, which has a meaningful exposure to the energy sector, was also hurt by a poorly timed oil price war, leading Saudi Arabia to significantly increase production at a time of a coronavirus-induced demand shock. This led to a significant fall in oil prices and energy bond prices. More recently, Organization of the Petroleum Exporting Countries agreed to supply reductions, which we believe will gradually reduce the oversupply of oil and help the recovery in energy bond prices.

We expect more volatility as market expectations for the length and severity of the shelter-in-place orders, changes in behavior, recession probabilities, and individual company results vary through the year. Ultimately, we are optimistic that life will return to “normal,” we hope as a result of a cure or vaccine, and at that point we think it’s reasonable to expect the high-yield bond and equity markets to return to long-term trading levels.

 

 

CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute.

 

1

Total returns based on market value are calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Total returns based on NAV are calculated based on the NAV at the beginning of the period and at the end of period. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan.

 

2 

The ICE BofA U.S. High Yield Constrained Index is a market-value-weighted index of all domestic and Yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3 but are not in default. The ICE BofA U.S. High Yield Constrained Index limits any individual issuer to a maximum of 2% benchmark exposure. Effective October 15, 2019, the Fund changed its primary index from ICE BofA U.S. High Yield Index to ICE BofA U.S. High Yield Constrained Index in order to better align with the Fund’s principal investment strategy . You cannot invest directly in an index. Copyright 2020. ICE Data Indices, LLC. All rights reserved.

 

3

The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the United States bond market. You cannot invest directly in an index.

 

4

This chart does not reflect any brokerage commissions charged on the purchase and sale of the Fund’s common stock. Dividends and distributions paid by the Fund are included in the Fund’s average annual total returns but have the effect of reducing the Fund’s NAV.

 

5 

The ten largest holdings, excluding cash, cash equivalents and any money market funds, are calculated based on the value of the investments divided by total net assets of the Fund. Holdings are subject to change and may have changed since the date specified.

 

6 

The credit quality distribution of portfolio holdings reflected in the chart is based on ratings from Standard & Poor’s, Moody’s Investors Service, and/ or Fitch Ratings Ltd. Credit quality ratings apply to the underlying holdings of the Fund and not to the Fund itself. The percentages of the Fund’s portfolio with the ratings depicted in the chart are calculated based on the total market value of fixed income securities held by the Fund. If a security was rated by all three rating agencies, the middle rating was utilized. If rated by two of three rating agencies, the lower rating was utilized, and if rated by one of the rating agencies, that rating was utilized. Standard & Poor’s rates the creditworthiness of bonds, ranging from AAA (highest) to D (lowest). Ratings from A to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories. Standard & Poor’s rates the creditworthiness of short-term notes from SP-1 (highest) to SP-3 (lowest). Moody’s rates the creditworthiness of bonds, ranging from Aaa (highest) to C (lowest). Ratings Aa to B may be modified by the addition of a number 1 (highest) to 3 (lowest) to show relative standing within the ratings categories. Moody’s rates the creditworthiness of short-term U.S. tax-exempt municipal securities from MIG 1/VMIG 1 (highest) to SG (lowest). Fitch rates the creditworthiness of bonds, ranging from AAA (highest) to D (lowest). Credit quality distribution is subject to change and may have changed since the date specified.

 

7 

Amounts are calculated based on the fixed-income securities held by the Fund. These amounts are subject to change and may have changed since the date specified.

 

 

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Table of Contents

Portfolio of investments—April 30, 2020

 

                    Shares      Value  
Common Stocks: 0.29%          
Energy: 0.29%                          

Energy Equipment & Services: 0.29%

         

Bristow Group Incorporated †(a)

         102,490      $ 790,423  

Bristow Group Incorporated †(a)

         72,732        560,923  
            1,351,346  
         

 

 

 
Materials: 0.00%                          

Chemicals: 0.00%

         

LyondellBasell Industries NV Class A

         7        406  
         

 

 

 

Total Common Stocks (Cost $13,273,810)

            1,351,752  
         

 

 

 
         
    Interest
rate
    Maturity
date
     Principal         

Corporate Bonds and Notes: 113.21%

         
Communication Services: 19.19%                          
Diversified Telecommunication Services: 1.36%                          

Level 3 Financing Incorporated

    5.13     5-1-2023      $ 1,595,000        1,591,013  

Level 3 Financing Incorporated

    5.38       8-15-2022        2,139,000        2,143,492  

Level 3 Financing Incorporated

    5.38       1-15-2024        1,125,000        1,133,438  

Level 3 Financing Incorporated

    5.63       2-1-2023        1,350,000        1,352,052  
            6,219,995  
         

 

 

 
Media: 15.07%                          

Block Communications Incorporated 144A

    4.88       3-1-2028        400,000        398,000  

CCO Holdings LLC 144A

    4.00       3-1-2023        175,000        176,243  

CCO Holdings LLC 144A

    4.50       8-15-2030            1,650,000        1,658,250  

CCO Holdings LLC 144A

    4.50       5-1-2032        850,000        844,422  

CCO Holdings LLC 144A

    5.00       2-1-2028        375,000        386,250  

CCO Holdings LLC 144A

    5.13       5-1-2027        750,000        778,763  

CCO Holdings LLC 144A

    5.38       5-1-2025        7,000,000        7,178,063  

CCO Holdings LLC 144A

    5.50       5-1-2026        325,000        338,036  

CCO Holdings LLC 144A

    5.75       2-15-2026        3,675,000        3,831,555  

CCO Holdings LLC 144A

    5.88       4-1-2024        2,250,000        2,314,575  

Cinemark USA Incorporated 144A

    8.75       5-1-2025        200,000        201,500  

CSC Holdings LLC 144A

    5.38       7-15-2023        1,650,000        1,668,563  

CSC Holdings LLC 144A

    5.38       2-1-2028        1,125,000        1,174,556  

CSC Holdings LLC 144A

    5.50       5-15-2026        2,425,000        2,509,875  

CSC Holdings LLC 144A

    7.50       4-1-2028        2,150,000        2,362,716  

CSC Holdings LLC 144A

    7.75       7-15-2025        3,825,000        3,989,016  

Diamond Sports Group LLC 144A

    5.38       8-15-2026        375,000        285,000  

Diamond Sports Group LLC 144A

    6.63       8-15-2027        375,000        205,313  

DISH Network Corporation

    3.38       8-15-2026        3,125,000        2,533,125  

Gray Television Incorporated 144A

    5.13       10-15-2024        2,400,000        2,364,000  

Gray Television Incorporated 144A

    5.88       7-15-2026        6,700,000        6,432,000  

Gray Television Incorporated 144A

    7.00       5-15-2027        675,000        679,860  

Lamar Media Corporation 144A

    3.75       2-15-2028        2,175,000        2,002,359  

Lamar Media Corporation 144A

    4.00       2-15-2030        2,175,000        2,001,000  

Lamar Media Corporation

    5.75       2-1-2026        200,000        203,420  

Match Group Incorporated 144A

    4.13       8-1-2030        375,000        363,750  

Nexstar Broadcasting Incorporated 144A

    5.63       7-15-2027        3,900,000        3,724,500  

Nielsen Finance LLC 144A

    5.00       4-15-2022        5,125,000        5,048,689  

Outfront Media Capital Corporation 144A

    4.63       3-15-2030        1,600,000        1,460,000  

 

The accompanying notes are an integral part of these financial statements.

 

 

Wells Fargo Income Opportunities Fund  |  9


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest
rate
    Maturity
date
     Principal      Value  
Media (continued)                          

Outfront Media Capital Corporation 144A

    5.00 %       8-15-2027      $ 30,000      $ 28,647  

Outfront Media Capital Corporation

    5.63       2-15-2024        960,000        952,800  

QVC Incorporated

    4.75       2-15-2027        400,000        366,000  

Salem Media Group Incorporated 144A

    6.75       6-1-2024        6,525,000        5,089,500  

Scripps Escrow Incorporated 144A

    5.88       7-15-2027        400,000        338,000  

The E.W. Scripps Company 144A

    5.13       5-15-2025        6,194,000        5,222,781  
            69,111,127  
         

 

 

 
Wireless Telecommunication Services: 2.76%  

Connect U.S. Finco LLC 144A

    6.75       10-1-2026        1,325,000        1,265,375  

Sprint Capital Corporation

    6.88       11-15-2028        375,000        451,631  

Sprint Capital Corporation

    8.75       3-15-2032        1,975,000        2,774,875  

T-Mobile USA Incorporated

    4.50       2-1-2026        475,000        489,393  

T-Mobile USA Incorporated

    4.75       2-1-2028        900,000        945,018  

T-Mobile USA Incorporated

    5.13       4-15-2025        775,000        784,688  

T-Mobile USA Incorporated

    5.38       4-15-2027        2,250,000        2,396,025  

T-Mobile USA Incorporated

    6.00       4-15-2024        275,000        280,390  

T-Mobile USA Incorporated

    6.38       3-1-2025        3,050,000        3,130,063  

T-Mobile USA Incorporated

    6.50       1-15-2024        140,000        143,136  
            12,660,594  
         

 

 

 
Consumer Discretionary: 17.25%  
Auto Components: 3.54%  

Allison Transmission Incorporated 144A

    4.75       10-1-2027        1,695,000        1,576,350  

Allison Transmission Incorporated 144A

    5.00       10-1-2024        8,475,000        8,136,000  

Allison Transmission Incorporated 144A

    5.88       6-1-2029        1,050,000        1,018,007  

Cooper Tire & Rubber Company

    7.63       3-15-2027        5,190,000        5,164,050  

Panther BF Aggregator 2 LP 144A

    6.25       5-15-2026        325,000        325,910  
            16,220,317  
         

 

 

 
Automobiles: 0.73%  

Ford Motor Company

    4.75       1-15-2043        3,925,000        2,502,188  

Ford Motor Company

    9.00       4-22-2025        425,000        413,313  

Ford Motor Company

    9.63       4-22-2030        425,000        417,563  
            3,333,064  
         

 

 

 
Diversified Consumer Services: 3.87%  

Carriage Services Incorporated 144A

    6.63       6-1-2026        5,380,000        5,305,218  

Service Corporation International

    4.63       12-15-2027        1,325,000        1,354,428  

Service Corporation International

    7.50       4-1-2027        8,700,000        9,396,000  

Service Corporation International

    8.00       11-15-2021        1,635,000        1,716,750  
                        17,772,396  
         

 

 

 
Hotels, Restaurants & Leisure: 3.29%  

CCM Merger Incorporated 144A

    6.00       3-15-2022        8,475,000        8,008,875  

Hilton Domestic Operating Company Incorporated

    4.88       1-15-2030        375,000        359,063  

KFC Holding Company 144A

    5.00       6-1-2024        2,075,000        2,138,039  

Wyndham Hotels & Resorts Company 144A

    5.38       4-15-2026        4,025,000        3,682,875  

Yum! Brands Incorporated 144A

    4.75       1-15-2030        450,000        459,000  

Yum! Brands Incorporated 144A

    7.75       4-1-2025        400,000        436,050  
            15,083,902  
         

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

10  |  Wells Fargo Income Opportunities Fund


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest
rate
    Maturity
date
     Principal      Value  
Multiline Retail: 0.02%  

Nordstrom Incorporated 144A

    8.75 %       5-15-2025      $ 110,000      $ 118,033  
         

 

 

 
Specialty Retail: 4.53%  

Asbury Automotive Group Incorporated 144A

    4.50       3-1-2028        1,098,000        921,991  

Asbury Automotive Group Incorporated 144A

    4.75       3-1-2030        1,027,000        860,472  

Group 1 Automotive Incorporated

    5.00       6-1-2022        2,259,000        2,151,698  

Lithia Motors Incorporated 144A

    5.25       8-1-2025        6,100,000        5,901,750  

Lithia Motors Incorporated 144A

    4.63       12-15-2027        400,000        378,000  

Penske Auto Group Incorporated

    3.75       8-15-2020        1,045,000        1,035,856  

Penske Auto Group Incorporated

    5.38       12-1-2024        5,400,000        4,966,380  

Penske Auto Group Incorporated

    5.75       10-1-2022        2,325,000        2,226,188  

Sonic Automotive Incorporated

    6.13       3-15-2027        2,699,000        2,321,140  
            20,763,475  
         

 

 

 
Textiles, Apparel & Luxury Goods: 1.27%  

Levi Strauss & Company

    5.00       5-1-2025        200,000        201,830  

The William Carter Company 144A

    5.63       3-15-2027        2,450,000        2,483,712  

Wolverine World Wide Incorporated 144A

    5.00       9-1-2026        3,255,000        3,120,744  
            5,806,286  
         

 

 

 
Consumer Staples: 1.67%  
Beverages: 0.24%  

Cott Beverages Incorporated 144A

    5.50       4-1-2025        1,125,000        1,130,625  
         

 

 

 
Food & Staples Retailing: 0.20%  

Albertsons Companies Incorporated 144A

    4.63       1-15-2027        450,000        452,250  

Albertsons Companies Incorporated 144A

    4.88       2-15-2030        450,000        456,188  
            908,438  
         

 

 

 
Food Products: 1.06%  

Darling Ingredients Incorporated 144A

    5.25       4-15-2027        975,000        982,410  

Pilgrim’s Pride Corporation 144A

    5.75       3-15-2025        2,360,000        2,383,907  

Pilgrim’s Pride Corporation 144A

    5.88       9-30-2027        400,000        404,780  

Prestige Brands Incorporated 144A

    5.13       1-15-2028        400,000        404,600  

Prestige Brands Incorporated 144A

    6.38       3-1-2024        660,000        678,150  
            4,853,847  
         

 

 

 
Household Products: 0.17%  

Spectrum Brands Incorporated

    5.75       7-15-2025        775,000        773,063  
         

 

 

 
Energy: 21.05%  
Energy Equipment & Services: 3.37%  

Bristow Group Incorporated †(a)

    6.25       10-15-2022        9,325,000        0  

Diamond Offshore Drilling Incorporated †

    4.88       11-1-2043        2,875,000        309,638  

Era Group Incorporated

    7.75       12-15-2022        4,820,000        4,386,200  

Hilcorp Energy Company 144A

    5.00       12-1-2024        3,100,000        1,751,500  

Hilcorp Energy Company 144A

    5.75       10-1-2025        4,195,000        2,338,713  

Hilcorp Energy Company 144A

    6.25       11-1-2028        1,450,000        750,375  

NGPL PipeCo LLC 144A

    4.38       8-15-2022        850,000        852,451  

NGPL PipeCo LLC 144A

    7.77       12-15-2037        1,000,000        1,099,244  

Oceaneering International Incorporated

    6.00       2-1-2028        4,350,000        2,234,813  

USA Compression Partners LP

    6.88       4-1-2026        2,150,000        1,730,750  
            15,453,684  
         

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

Wells Fargo Income Opportunities Fund  |  11


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest
rate
    Maturity
date
     Principal      Value  
Oil, Gas & Consumable Fuels: 17.68%  

Antero Midstream Partners LP 144A

    5.75 %       1-15-2028      $ 5,225,000      $ 3,840,375  

Antero Resources Corporation

    5.38       11-1-2021        1,050,000        939,094  

Apache Corporation

    4.25       1-15-2030        75,000        57,661  

Apache Corporation

    4.75       4-15-2043        4,791,000        3,272,805  

Archrock Partners LP 144A

    6.25       4-1-2028        400,000        298,000  

Archrock Partners LP 144A

    6.88       4-1-2027        1,375,000        1,031,250  

Buckeye Partners LP

    5.85       11-15-2043        2,375,000        1,733,750  

Callon Petroleum Company

    8.25       7-15-2025        3,842,000        691,560  

Callon Petroleum Company

    6.25       4-15-2023        700,000        139,300  

Cheniere Corpus Christi Holdings LLC

    5.13       6-30-2027        2,200,000        2,193,548  

Cheniere Energy Partners LP 144A

    4.50       10-1-2029        1,075,000        991,688  

Cheniere Energy Partners LP

    5.25       10-1-2025        7,875,000        7,517,475  

Cheniere Energy Partners LP

    5.63       10-1-2026        1,325,000        1,266,170  

Denbury Resources Incorporated

    6.38       12-31-2024        1,713,000        225,319  

Denbury Resources Incorporated 144A

    7.75       2-15-2024        2,399,000        431,820  

Denbury Resources Incorporated 144A

    9.00       5-15-2021        3,550,000        639,000  

Denbury Resources Incorporated 144A

    9.25       3-31-2022        1,362,000        245,160  

EnLink Midstream LLC

    5.38       6-1-2029        4,725,000        2,929,500  

EnLink Midstream Partners LP

    4.15       6-1-2025        30,000        18,600  

EnLink Midstream Partners LP

    4.40       4-1-2024        900,000        567,000  

EnLink Midstream Partners LP

    5.05       4-1-2045        3,350,000        1,356,750  

EnLink Midstream Partners LP

    5.45       6-1-2047        3,350,000        1,360,938  

EnLink Midstream Partners LP

    5.60       4-1-2044        2,155,000        862,000  

Enviva Partners LP 144A

    6.50       1-15-2026        2,775,000        2,906,813  

Gulfport Energy Corporation

    6.00       10-15-2024        6,090,000        3,029,775  

Kinder Morgan Incorporated

    6.50       9-15-2020        1,155,000        1,168,291  

Kinder Morgan Incorporated

    7.42       2-15-2037        1,820,000        1,947,211  

MPLX LP 144A

    5.25       1-15-2025        1,150,000        1,138,448  

MPLX LP 144A

    6.38       5-1-2024        725,000        739,972  

Murphy Oil Corporation

    4.75       9-15-2029        200,000        205,940  

Murphy Oil Corporation

    5.75       8-15-2025        360,000        248,400  

Murphy Oil Corporation

    5.88       12-1-2027        400,000        271,480  

Occidental Petroleum Corporation

    4.63       6-15-2045        4,550,000        2,786,875  

Occidental Petroleum Corporation

    5.55       3-15-2026        2,025,000        1,566,540  

Occidental Petroleum Corporation

    6.20       3-15-2040        1,425,000        1,018,875  

Occidental Petroleum Corporation

    6.45       9-15-2036        11,025,000        8,048,250  

Occidental Petroleum Corporation

    6.60       3-15-2046        1,215,000        899,100  

Rockies Express Pipeline LLC 144A

    3.60       5-15-2025        2,200,000        1,985,500  

Rockies Express Pipeline LLC 144A

    4.80       5-15-2030        2,200,000        1,881,000  

Rockies Express Pipeline LLC 144A

    4.95       7-15-2029        1,069,000        951,410  

Rockies Express Pipeline LLC 144A

    6.88       4-15-2040        3,475,000        3,053,656  

Rockies Express Pipeline LLC 144A

    7.50       7-15-2038        1,150,000        1,009,125  

Southwestern Energy Company

    6.20       1-23-2025        75,000        66,375  

Southwestern Energy Company

    7.50       4-1-2026        750,000        671,610  

Southwestern Energy Company

    7.75       10-1-2027        2,650,000        2,306,030  

Tallgrass Energy Partners LP 144A

    5.50       9-15-2024        7,925,000        6,023,000  

Ultra Resources Incorporated 144A†

    7.13       4-15-2025        8,900,000        890  

Western Midstream Operating LP

    4.05       2-1-2030        1,860,000        1,697,250  

Western Midstream Operating LP

    5.25       2-1-2050        100,000        78,750  

Western Midstream Operating LP

    5.30       3-1-2048        3,181,000        2,393,703  

Whiting Petroleum Corporation †

    1.25       4-1-2020        4,150,000        373,500  
            81,076,532  
         

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

12  |  Wells Fargo Income Opportunities Fund


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest
rate
    Maturity
date
     Principal      Value  
Financials: 6.94%  
Banks: 0.05%  

Citigroup Incorporated

    6.13 %       3-9-2028      $ 205,000      $ 210,125  
         

 

 

 
Consumer Finance: 3.46%  

Ally Financial Incorporated

    7.50       9-15-2020        100,000        101,750  

FirstCash Incorporated 144A

    5.38       6-1-2024        1,585,000        1,588,963  

Ford Motor Credit Company LLC

    4.39       1-8-2026        4,200,000        3,612,000  

Ford Motor Credit Company LLC

    5.11       5-3-2029        5,825,000        5,009,500  

Springleaf Finance Corporation

    5.38       11-15-2029        1,925,000        1,598,116  

Springleaf Finance Corporation

    6.63       1-15-2028        350,000        308,875  

Springleaf Finance Corporation

    7.13       3-15-2026        2,425,000        2,247,611  

Springleaf Finance Corporation

    8.25       12-15-2020        75,000        74,809  

Springleaf Finance Corporation

    8.25       10-1-2023        1,342,000        1,321,870  
            15,863,494  
         

 

 

 
Diversified Financial Services: 1.66%  

LPL Holdings Incorporated 144A

    5.75       9-15-2025        7,650,000        7,592,625  
         

 

 

 
Insurance: 1.64%  

AmWINS Group Incorporated 144A

    7.75       7-1-2026        3,675,000        3,785,250  

HUB International Limited 144A

    7.00       5-1-2026        1,475,000        1,455,014  

USI Incorporated 144A

    6.88       5-1-2025        2,300,000        2,305,750  
            7,546,014  
         

 

 

 
Thrifts & Mortgage Finance: 0.13%  

Ladder Capital Finance LLLP 144A

    5.25       3-15-2022        625,000        515,625  

Ladder Capital Finance LLLP 144A

    4.25       2-1-2027        125,000        86,875  
            602,500  
         

 

 

 
Health Care: 10.23%  
Health Care Equipment & Supplies: 1.60%  

Hill-Rom Holdings Incorporated 144A

    4.38       9-15-2027        753,000        762,413  

Hill-Rom Holdings Incorporated 144A

    5.00       2-15-2025        975,000        994,500  

Hologic Incorporated 144A

    4.38       10-15-2025        4,700,000        4,721,620  

Surgery Center Holdings Incorporated 144A

    6.75       7-1-2025        1,000,000        854,450  
            7,332,983  
         

 

 

 
Health Care Providers & Services: 6.66%  

Centene Corporation 144A

    5.38       8-15-2026        350,000        372,785  

Community Health Systems Incorporated 144A

    6.63       2-15-2025        4,525,000        4,151,688  

Encompass Health Corporation

    4.50       2-1-2028        400,000        400,760  

Encompass Health Corporation

    4.75       2-1-2030        400,000        400,052  

HealthSouth Corporation

    5.75       9-15-2025        1,725,000        1,750,875  

MEDNAX Incorporated 144A

    6.25       1-15-2027        1,075,000        973,348  

MPH Acquisition Holdings LLC 144A

    7.13       6-1-2024        6,900,000        6,149,418  

MPT Operating Partnership LP

    4.63       8-1-2029        875,000        870,083  

MPT Operating Partnership LP

    5.00       10-15-2027        2,275,000        2,320,500  

MPT Operating Partnership LP

    5.25       8-1-2026        3,200,000        3,232,000  

MPT Operating Partnership LP

    6.38       3-1-2024        515,000        531,835  

Polaris Intermediate Corporation 144A

    8.50       12-1-2022        1,200,000        1,005,000  

Select Medical Corporation 144A

    6.25       8-15-2026        2,625,000        2,506,875  

Tenet Healthcare Corporation

    4.63       7-15-2024        614,000        605,895  

Tenet Healthcare Corporation 144A

    4.88       1-1-2026        2,950,000        2,921,385  

 

The accompanying notes are an integral part of these financial statements.

 

 

Wells Fargo Income Opportunities Fund  |  13


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest
rate
    Maturity
date
     Principal      Value  
Health Care Providers & Services (continued)  

Tenet Healthcare Corporation 144A

    5.13 %       11-1-2027      $ 650,000      $ 641,875  

Tenet Healthcare Corporation

    7.00       8-1-2025        950,000        883,120  

Tenet Healthcare Corporation 144A

    7.50       4-1-2025        400,000        430,200  

Vizient Incorporated 144A

    6.25       5-15-2027        375,000        394,013  
            30,541,707  
         

 

 

 
Health Care Technology: 1.48%  

Change Healthcare Holdings Incorporated 144A

    5.75       3-1-2025        6,550,000        6,404,066  

Quintiles IMS Holdings Incorporated 144A

    5.00       10-15-2026        375,000        386,550  
            6,790,616  
         

 

 

 
Life Sciences Tools & Services: 0.27%  

Charles River Laboratories Incorporated 144A

    5.50       4-1-2026        575,000        591,330  

Charles River Laboratories Incorporated 144A

    4.25       5-1-2028        250,000        252,188  

Ortho-Clinical Diagnostics Incorporated 144A

    7.25       2-1-2028        450,000        403,875  
            1,247,393  
         

 

 

 
Pharmaceuticals: 0.22%  

Bausch Health Companies Incorporated 144A

    8.50       1-31-2027        925,000        1,019,720  
         

 

 

 
Industrials: 10.15%  
Aerospace & Defense: 1.42%  

BBA US Holdings Incorporated 144A

    4.00       3-1-2028        1,625,000        1,381,250  

BBA US Holdings Incorporated 144A

    5.38       5-1-2026        4,350,000        4,012,875  

RBS Global & Rexnord LLC 144A

    4.88       12-15-2025        1,175,000        1,145,625  
            6,539,750  
         

 

 

 
Air Freight & Logistics: 0.25%  

Cargo Aircraft Management Company 144A

    4.75       2-1-2028        1,225,000        1,143,844  
         

 

 

 
Commercial Services & Supplies: 5.78%  

ACCO Brands Corporation 144A

    5.25       12-15-2024        725,000        719,563  

Advanced Disposal Services Incorporated 144A

    5.63       11-15-2024        6,150,000        6,365,250  

Covanta Holding Corporation

    5.88       3-1-2024        4,500,000        4,421,250  

Covanta Holding Corporation

    5.88       7-1-2025        1,500,000        1,451,250  

Covanta Holding Corporation

    6.00       1-1-2027        375,000        360,000  

IAA Spinco Incorporated 144A

    5.50       6-15-2027        3,650,000        3,641,970  

KAR Auction Services Incorporated 144A

    5.13       6-1-2025        11,050,000        9,530,736  
            26,490,019  
         

 

 

 
Machinery: 1.78%  

Navistar International Corporation 144A

    9.50       5-1-2025        450,000        471,375  

Stevens Holding Company Incorporated 144A

    6.13       10-1-2026        3,600,000        3,607,920  

Trimas Corporation 144A

    4.88       10-15-2025        4,175,000        4,086,281  
            8,165,576  
         

 

 

 
Trading Companies & Distributors: 0.92%  

Fortress Transportation & Infrastructure Investors LLC 144A

    6.50       10-1-2025        5,125,000        4,202,500  
         

 

 

 
Information Technology: 9.81%  
Communications Equipment: 0.61%  

CommScope Technologies Finance LLC 144A

    6.00       6-15-2025        1,550,000        1,379,345  

CommScope Technologies Finance LLC 144A

    8.25       3-1-2027        1,450,000        1,392,000  
            2,771,345  
         

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

14  |  Wells Fargo Income Opportunities Fund


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest
rate
    Maturity
date
     Principal      Value  
IT Services: 2.76%  

Cardtronics Incorporated 144A

    5.50 %       5-1-2025      $ 6,450,000      $ 6,127,500  

Gartner Incorporated 144A

    5.13       4-1-2025        5,250,000        5,414,063  

Infor US Incorporated

    6.50       5-15-2022        875,000        875,788  

Tempo Acquisition LLC 144A%%

    5.75       6-1-2025        225,000        225,000  
            12,642,351  
         

 

 

 
Software: 1.48%  

CDK Global Incorporated

    5.00       10-15-2024        25,000        25,875  

CDK Global Incorporated 144A

    5.25       5-15-2029        350,000        357,000  

Fair Isaac Corporation 144A

    4.00       6-15-2028        325,000        322,563  

Fair Isaac Corporation 144A

    5.25       5-15-2026        2,450,000        2,529,625  

IQVIA Incorporated 144A

    5.00       5-15-2027        725,000        744,713  

NortonLifeLock Incorporated 144A

    5.00       4-15-2025        1,150,000        1,157,188  

SS&C Technologies Incorporated 144A

    5.50       9-30-2027        1,625,000        1,665,625  
            6,802,589  
         

 

 

 
Technology Hardware, Storage & Peripherals: 4.96%  

Dell International LLC 144A

    5.88       6-15-2021        1,390,000        1,390,000  

Dell International LLC 144A

    7.13       6-15-2024        10,175,000        10,543,335  

NCR Corporation

    6.38       12-15-2023        10,268,000        10,396,350  

NCR Corporation 144A

    8.13       4-15-2025        400,000        424,000  
            22,753,685  
         

 

 

 
Materials: 5.76%  
Chemicals: 0.16%  

Valvoline Incorporated 144A

    4.25       2-15-2030        775,000        753,688  
         

 

 

 
Containers & Packaging: 4.97%  

Ball Corporation

    5.25       7-1-2025        630,000        694,575  

Berry Global Incorporated 144A

    4.88       7-15-2026        1,000,000        1,021,438  

Berry Global Incorporated

    5.13       7-15-2023        700,000        704,375  

Berry Global Incorporated 144A

    5.63       7-15-2027        350,000        361,375  

Berry Global Incorporated

    6.00       10-15-2022        375,000        375,000  

Crown Americas Capital Corporation VI

    4.75       2-1-2026        1,700,000        1,746,750  

Crown Cork & Seal Company Incorporated

    7.38       12-15-2026        3,475,000        3,805,125  

Flex Acquisition Company Incorporated 144A

    6.88       1-15-2025        4,350,000        4,212,758  

Flex Acquisition Company Incorporated 144A

    7.88       7-15-2026        950,000        912,000  

Owens-Brockway Packaging Incorporated 144A

    5.88       8-15-2023        1,300,000        1,313,000  

Owens-Brockway Packaging Incorporated 144A

    6.38       8-15-2025        1,750,000        1,776,250  

Reynolds Group Issuer Incorporated 144A

    5.13       7-15-2023        1,451,000        1,458,255  

Sealed Air Corporation 144A

    5.13       12-1-2024        2,350,000        2,426,375  

Silgan Holdings Incorporated 144A

    4.13       2-1-2028        2,025,000        1,989,563  
            22,796,839  
         

 

 

 
Metals & Mining: 0.47%  

Indalex Holdings Corporation †(a)

    11.50       2-1-2021        5,646,283        0  

Kaiser Aluminum Corporation 144A

    4.63       3-1-2028        800,000        744,800  

Kaiser Aluminum Corporation 144A

    6.50       5-1-2025        550,000        560,313  

Novelis Corporation 144A

    5.88       9-30-2026        850,000        826,455  
            2,131,568  
         

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

Wells Fargo Income Opportunities Fund  |  15


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest
rate
    Maturity
date
     Principal      Value  
Paper & Forest Products: 0.16%  

Clearwater Paper Corporation 144A

    5.38 %       2-1-2025      $ 798,000      $ 748,125  
         

 

 

 
Real Estate: 3.82%  
Equity REITs: 3.82%  

CoreCivic Incorporated

    4.63       5-1-2023        800,000        756,000  

CoreCivic Incorporated

    5.00       10-15-2022        2,325,000        2,234,093  

Equinix Incorporated

    5.88       1-15-2026        2,450,000        2,544,570  

Iron Mountain Incorporated 144A

    4.38       6-1-2021        1,000,000        1,000,000  

Iron Mountain Incorporated 144A

    5.38       6-1-2026        2,175,000        2,164,125  

SBA Communications Corporation 144A

    3.88       2-15-2027        875,000        893,594  

SBA Communications Corporation

    4.00       10-1-2022        300,000        301,590  

The Geo Group Incorporated

    5.13       4-1-2023        1,874,000        1,569,475  

The Geo Group Incorporated

    5.88       1-15-2022        2,595,000        2,400,375  

The Geo Group Incorporated

    5.88       10-15-2024        2,925,000        2,310,750  

The Geo Group Incorporated

    6.00       4-15-2026        1,760,000        1,333,200  
            17,507,772  
         

 

 

 
Utilities: 7.34%  
Electric Utilities: 1.33%  

NextEra Energy Operating Partners LP 144A

    4.25       7-15-2024        2,150,000        2,188,270  

NextEra Energy Operating Partners LP 144A

    4.25       9-15-2024        350,000        355,250  

NextEra Energy Operating Partners LP 144A

    4.50       9-15-2027        3,450,000        3,540,563  
            6,084,083  
         

 

 

 
Gas Utilities: 0.05%  

AmeriGas Partners LP

    5.63       5-20-2024        200,000        204,000  
         

 

 

 
Independent Power & Renewable Electricity Producers: 5.96%  

NSG Holdings LLC 144A

    7.75       12-15-2025        5,895,084        5,939,297  

Pattern Energy Group Incorporated 144A

    5.88       2-1-2024        10,518,000        10,623,152  

TerraForm Power Operating LLC 144A

    4.25       1-31-2023        7,225,000        7,402,013  

TerraForm Power Operating LLC 144A

    4.75       1-15-2030        1,000,000        1,022,500  

TerraForm Power Operating LLC 144A

    5.00       1-31-2028        2,250,000        2,360,340  
            27,347,302  
         

 

 

 

Total Corporate Bonds and Notes (Cost $567,843,546)

 

     519,117,591  
         

 

 

 
Loans: 7.03%  
Communication Services: 2.20%  
Media: 2.20%  

Ancestry.com Incorporated (1 Month LIBOR +4.25%) ±

    4.66       8-27-2026        7,673,390        6,629,809  

Hubbard Radio LLC (3 Month LIBOR +3.50%) ±

    4.50       3-28-2025        1,280,085        960,064  

Montreign Operating Company LLC (1 Month LIBOR +2.25%) ±

    2.65       3-22-2021        2,942,956        2,501,512  
            10,091,385  
         

 

 

 
Consumer Discretionary: 0.12%  
Hotels, Restaurants & Leisure: 0.12%  

CCM Merger Incorporated (1 Month LIBOR +2.25%) ±

    3.00       8-8-2021        603,107        555,914  
         

 

 

 
Consumer Staples: 0.10%  
Food Products: 0.10%  

Atkins Nutritionals Holdings II Incorporated (1 Month LIBOR +3.75%) ±

    4.75       7-7-2024        460,507        445,541  
         

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

16  |  Wells Fargo Income Opportunities Fund


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest rate     Maturity
date
     Principal      Value  
Energy: 0.92%  
Oil, Gas & Consumable Fuels: 0.92%  

Encino Acquisition Partners Holdings LLC (1 Month LIBOR +6.75%) ±

    7.75 %       10-29-2025      $ 1,225,000      $ 522,671  

EPIC Crude Services LP (3 Month LIBOR +5.00%) ±

    6.62       3-2-2026        3,850,000        2,298,450  

Ultra Resources Incorporated (3 Month LIBOR +4.00%) ±

    5.45       4-12-2024        2,180,413        1,385,936  
            4,207,057  
         

 

 

 
Financials: 2.78%  
Capital Markets: 1.51%  

Nexus Buyer LLC (1 Month LIBOR +3.75%) ±

    4.58       11-9-2026        1,421,438        1,377,615  

VFH Parent LLC (1 Month LIBOR +3.00%) ±

    3.86       3-1-2026        1,750,000        1,690,500  

Victory Capital Management Incorporated (3 Month LIBOR +2.50%) ±

    3.94       7-1-2026        4,071,455        3,867,882  
            6,935,997  
         

 

 

 
Diversified Financial Services: 0.88%  

Resolute Investment Managers Incorporated (3 Month LIBOR +7.50%) ±

    8.50       4-30-2023        2,110,000        1,872,625  

Stonepeak Lonestar Holdings LLC (3 Month LIBOR +4.50%) ±

    5.63       10-19-2026        2,544,750        2,152,706  
            4,025,331  
         

 

 

 
Insurance: 0.39%  

HUB International Limited (3 Month LIBOR +4.00%) ±

    5.69       4-25-2025        1,446,375        1,383,082  

USI Incorporated (1 Month LIBOR +4.00%) ±

    4.40       12-2-2026        448,875        426,714  
            1,809,796  
         

 

 

 
Information Technology: 0.56%  
IT Services: 0.12%  

Fiserv Investment Solutions Incorporated (3 Month LIBOR +4.75%) ±

    6.44       2-18-2027        600,000        570,000  
         

 

 

 
Software: 0.44%  

Emerald Topco Incorporated (1 Month LIBOR +3.50%) ±

    4.26       7-24-2026        2,139,250        2,004,477  
         

 

 

 
Materials: 0.35%  
Containers & Packaging: 0.25%  

Reynolds Group Holdings Incorporated (1 Month LIBOR +2.75%) ±

    3.15       2-5-2023        1,181,668        1,124,310  
         

 

 

 
Paper & Forest Products: 0.10%  

Clearwater Paper Corporation (6 Month LIBOR +3.25%) ±

    4.25       7-26-2026        473,813        461,967  
         

 

 

 

Total Loans (Cost $38,058,170)

 

     32,231,775  
         

 

 

 
         
    Dividend yield            Shares         
Preferred Stocks: 1.55%                          
Energy: 1.55%                          
Energy Equipment & Services: 1.55%                          

Bristow Group Incorporated (PIK at 10.00%) 144A†¥(a)

    10.00          29,808        1,190,704  

Bristow Group Incorporated (PIK at 10.00%) †¥(a)

    10.00          148,407        5,928,391  

Total Preferred Stocks (Cost $5,397,563)

 

     7,119,095  
         

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

Wells Fargo Income Opportunities Fund  |  17


Table of Contents

Portfolio of investments—April 30, 2020

 

       Expiration
date
     Shares      Value  
Rights: 0.12%  
Utilities: 0.12%  
Independent Power & Renewable Electricity Producers: 0.12%  

Vistra Energy Corporation †

      12-31-2046        559,650      $ 559,650  
         

 

 

 

Total Rights (Cost $580,356)

 

     559,650  
         

 

 

 
         
    Interest
rate
    Maturity
date
     Principal         
Yankee Corporate Bonds and Notes: 10.17%  
Communication Services: 1.32%  
Diversified Telecommunication Services: 0.29%  

Intelsat Connect Finance Company 144A†

    9.50     2-15-2023      $ 825,000        156,750  

Intelsat Luxembourg SA †

    8.13       6-1-2023        2,175,000        174,000  

Telesat Canada Incorporated 144A

    6.50       10-15-2027        1,075,000        1,013,188  
            1,343,938  
         

 

 

 
Media: 1.03%  

Nielsen Holding and Finance BV 144A

    5.00       2-1-2025        4,000,000        3,860,000  

Nielsen Holding and Finance BV 144A

    5.50       10-1-2021        850,000        840,438  
            4,700,438  
         

 

 

 
Energy: 0.97%  
Energy Equipment & Services: 0.13%  

Valaris plc

    5.75       10-1-2044        7,652,000        612,160  
         

 

 

 
Oil, Gas & Consumable Fuels: 0.84%  

Baytex Energy Corporation 144A

    5.63       6-1-2024        3,700,000        1,369,000  

Baytex Energy Corporation 144A

    8.75       4-1-2027        6,475,000        2,460,500  

Griffin Coal Mining Company Limited 144A†(a)

    9.50       12-1-2016        1,396,100        0  

Griffin Coal Mining Company Limited †(a)

    9.50       12-1-2016        191,090        0  
            3,829,500  
         

 

 

 
Financials: 2.16%  
Diversified Financial Services: 2.16%  

Intelsat Jackson Holdings SA †

    5.50       8-1-2023        9,440,000        5,127,100  

Intelsat Jackson Holdings SA 144A

    8.00       2-15-2024        225,000        231,030  

Intelsat Jackson Holdings SA 144A †

    8.50       10-15-2024        3,400,000        1,972,000  

Sensata Technologies UK Financing Company plc 144A

    6.25       2-15-2026        1,225,000        1,264,813  

Trivium Packaging Finance BV 144A

    5.50       8-15-2026        800,000        820,000  

Trivium Packaging Finance BV 144A

    8.50       8-15-2027        475,000        496,375  
            9,911,318  
         

 

 

 
Health Care: 3.51%  
Pharmaceuticals: 3.51%  

Bausch Health Companies Incorporated 144A

    5.00       1-30-2028        750,000        717,975  

Bausch Health Companies Incorporated 144A

    5.25       1-30-2030        750,000        742,500  

Bausch Health Companies Incorporated 144A

    5.50       3-1-2023        1,226,000        1,213,740  

Bausch Health Companies Incorporated 144A

    5.50       11-1-2025        925,000        961,538  

Bausch Health Companies Incorporated 144A

    5.75       8-15-2027        175,000        184,555  

Bausch Health Companies Incorporated 144A

    5.88       5-15-2023        484,000        480,370  

 

The accompanying notes are an integral part of these financial statements.

 

 

18  |  Wells Fargo Income Opportunities Fund


Table of Contents

Portfolio of investments—April 30, 2020

 

     Interest
rate
    Maturity
date
     Principal      Value  
Pharmaceuticals (continued)  

Bausch Health Companies Incorporated 144A

    6.13 %       4-15-2025      $ 3,875,000      $ 3,916,172  

Bausch Health Companies Incorporated 144A

    7.00       3-15-2024        1,100,000        1,141,459  

Bausch Health Companies Incorporated 144A

    7.00       1-15-2028        350,000        363,125  

Bausch Health Companies Incorporated 144A

    7.25       5-30-2029        175,000        186,757  

Teva Pharmaceutical Finance Netherlands III BV

    4.10       10-1-2046        1,750,000        1,365,000  

Teva Pharmaceutical Finance Netherlands III BV

    6.75       3-1-2028        4,675,000        4,808,238  
            16,081,429  
         

 

 

 
Industrials: 1.90%  
Commercial Services & Supplies: 1.73%  

Ritchie Brothers Auctioneers Incorporated 144A

    5.38       1-15-2025        7,875,000        7,953,750  
         

 

 

 
Electrical Equipment: 0.17%  

Sensata Technologies BV 144A

    5.00       10-1-2025        770,000        765,842  
         

 

 

 
Materials: 0.31%  
Containers & Packaging: 0.31%  

Ardagh Packaging Finance plc 144A

    5.25       4-30-2025        375,000        385,305  

OI European Group BV 144A

    4.00       3-15-2023        1,075,000        1,037,375  
            1,422,680  
         

 

 

 

Total Yankee Corporate Bonds and Notes (Cost $64,798,654)

 

     46,621,055  
         

 

 

 
         
    Yield            Shares         
Short-Term Investments: 2.30%  
Investment Companies: 2.30%  

Wells Fargo Government Money Market Fund Select Class (l)(u)##

    0.19          10,523,431        10,523,431  
         

 

 

 

Total Short-Term Investments (Cost $10,523,431)

 

     10,523,431        
         

 

 

 

 

Total investments in securities (Cost $700,475,530)     134.67        617,524,349  

Other assets and liabilities, net

    (34.67        (158,968,934
 

 

 

      

 

 

 
Total net assets     100.00      $ 458,555,415  
 

 

 

      

 

 

 

 

 

Non-income-earning security

(a)

The security is fair valued in accordance with procedures approved by the Board of Trustees.

144A

The security may be resold in transactions exempt from registration, normally to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933.

%%

The security is purchased on a when-issued basis.

±

Variable rate investment. The rate shown is the rate in effect at period end.

Security is valued using significant unobservable inputs.

¥

A payment-in-kind (PIK) security is a security in which the issuer may make interest or dividend payments in cash or additional securities or a combination of both. The rate shown is the rate in effect at period end.

(l)

The issuer of the security is an affiliated person of the Fund as defined in the Investment Company Act of 1940.

(u)

The rate represents the 7-day annualized yield at period end.

##

All or a portion of this security is segregated for when-issued securities.

Abbreviations:

 

LIBOR

London Interbank Offered Rate

 

REIT

Real Estate Investment Trust

 

The accompanying notes are an integral part of these financial statements.

 

 

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Portfolio of investments—April 30, 2020

 

Investments in Affiliates

An affiliated investment is an investment in which the Fund owns at least 5% of the outstanding voting shares of the issuer or as a result of other relationships, such as the Fund and the issuer having the same investment manager. Transactions with issuers that were either affiliated persons of the Fund at the beginning of the period or the end of the period were as follows:

 

    Shares,
beginning of
period
    Shares
purchased
    Shares
sold
    Shares,
end of
period
    Net
realized
gains
(losses)
    Net
change in
unrealized
gains
(losses)
    Income
from
affiliated
securities
    Value,
end of
period
    % of
net
assets
 
Short-Term Investments                                                      

Investment Companies

                 

Wells Fargo Government Money Market Fund Select Class

    6,406,889       242,933,584       (238,817,042     10,523,431     $ 0     $ 0     $ 162,709     $ 10,523,431       2.30

 

The accompanying notes are an integral part of these financial statements.

 

 

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Statement of assets and liabilities—April 30, 2020

 

         

Assets

 

Investments in unaffiliated securities, at value (cost $689,952,099)

  $ 607,000,918  

Investments in affiliated securities, at value (cost $10,523,431)

    10,523,431  

Receivable for investments sold

    3,991,026  

Receivable for interest

    9,235,699  

Prepaid expenses and other assets

    27,729  
 

 

 

 

Total assets

    630,778,803  
 

 

 

 

Liabilities

 

Secured borrowing payable

    163,400,000  

Payable for investments purchased

    4,041,913  

Advisory fee payable

    283,955  

Dividends payable

    3,628,151  

Administration fee payable

    23,663  

Trustees’ fees and expenses payable

    5,441  

Accrued expenses and other liabilities

    840,265  
 

 

 

 

Total liabilities

    172,223,388  
 

 

 

 

Total net assets

  $ 458,555,415  
 

 

 

 

Net assets consist of

 

Paid-in capital

  $ 586,291,951  

Total distributable loss

    (127,736,536
 

 

 

 

Total net assets

  $ 458,555,415  
 

 

 

 

Net asset value per share

 

Based on $458,555,415 divided by 60,622,944 shares issued and outstanding (100,000,000 shares authorized)

    $7.56  
 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

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Statement of operations—year ended April 30, 2020

 

         

Investment income

 

Interest

  $ 44,713,008  

Income from affiliated securities

    162,709  

Dividends

    29  
 

 

 

 

Total investment income

    44,875,746  
 

 

 

 

Expenses

 

Advisory fee

    4,547,142  

Administration fee

    378,928  

Custody and accounting fees

    32,508  

Professional fees

    87,679  

Shareholder report expenses

    124,864  

Trustees’ fees and expenses

    21,370  

Transfer agent fees

    43,011  

Interest expense

    6,281,554  

Other fees and expenses

    71,231  
 

 

 

 

Total expenses

    11,588,287  
 

 

 

 

Net investment income

    33,287,459  
 

 

 

 

Realized and unrealized gains (losses) on investments

 

Net realized gains on investments

    909,328  

Net change in unrealized gains (losses) on investments

    (78,429,052
 

 

 

 

Net realized and unrealized gains (losses) on investments

    (77,519,724
 

 

 

 

Net decrease in net assets resulting from operations

  $ (44,232,265
 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

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Statement of changes in net assets

 

     Year ended
April 30, 2020
       Year ended
April 30, 2019
 

Operations

      

Net investment income

  $ 33,287,459        $ 37,947,790  

Net realized gains on investments

    909,328          1,421,870  

Net change in unrealized gains (losses) on investments

    (78,429,052        (2,577,006
 

 

 

 

Net increase (decrease) in net assets resulting from operations

    (44,232,265        36,792,654  
 

 

 

 

Distributions to shareholders from

      

Net investment income and net realized gains

    (34,858,334        (39,840,972

Tax basis return of capital

    (8,760,619        (5,846,040
 

 

 

 

Total distributions to shareholders

    (43,618,953        (45,687,012
 

 

 

 

Capital share transactions

 

Cost of shares repurchased

    (19,928,530        (45,633,195
 

 

 

 

Total decrease in net assets

    (107,779,748        (54,527,553
 

 

 

 

Net assets

 

Beginning of period

    566,335,163          620,862,716  
 

 

 

 

End of period

  $ 458,555,415        $ 566,335,163  
 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

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Table of Contents

Statement of cash flows—year ended April 30, 2020

 

         

Cash flows from operating activities:

 

Net decrease in net assets resulting from operations

  $ (44,232,265
 

 

 

 

Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:

 

Purchase of long-term securities

    (268,827,553

Proceeds from the sales of long-term securities

    368,694,153  

Amortization

    (403,612

Purchases and sales of short-term securities, net

    (4,116,542

Increase in receivable for investments sold

    (3,685,782

Decrease in receivable for interest

    2,549,738  

Increase in prepaid expenses and other assets

    (22,998

Increase in payable for investments purchased

    3,666,913  

Decrease in advisory fee payable

    (109,335

Decrease in administration fee payable

    (9,111

Increase in trustee’s fee and expenses payable

    3,181  

Increase in accrued expenses and other liabilities

    681,418  

Net realized gains on investments

    (909,328

Net change in unrealized gains (losses) on investments

    78,429,052  
 

 

 

 

Net cash provided by operating activities

    131,707,929  
 

 

 

 

Cash flows from financing activities:

 

Cost of shares repurchased

    (20,323,430

Decrease in overdraft due to custodian bank

    (1,026,800

Decrease in secured borrowing payable

    (66,600,000

Cash distributions paid

    (43,757,699
 

 

 

 

Net cash used in financing activities

    (131,707,929
 

 

 

 

Net increase in cash

    0  
 

 

 

 

Cash:

 

Beginning of period

  $ 0  
 

 

 

 

End of period

  $ 0  
 

 

 

 

Supplemental cash disclosure

 

Cash paid for interest

  $ 5,694,679  
 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

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Financial highlights

 

(For a share outstanding throughout each period)

 

    Year ended April 30  
     2020     2019     2018     2017     2016  

Net asset value, beginning of period

    $8.98       $9.00       $9.31       $8.56       $9.75  

Net investment income

    0.54 1      0.57 1      0.60 1      0.74 1      0.77 1 

Net realized and unrealized gains (losses) on investments

    (1.28     (0.02     (0.23     0.81       (1.14
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    (0.74     0.55       0.37       1.55       (0.37

Distributions to shareholders from

         

Net investment income

    (0.57     (0.59     (0.62     (0.79     (0.82

Tax basis return of capital

    (0.14     (0.09     (0.06     (0.01     0.00  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to shareholders

    (0.71     (0.68     (0.68     (0.80     (0.82

Anti-dilutive effect of shares repurchased

    0.03       0.11       0.00 2      0.00 2      0.00  

Net asset value, end of period

    $7.56       $8.98       $9.00       $9.31       $8.56  

Market value, end of period

    $6.81       $8.09       $8.07       $8.64       $7.76  

Total return based on market value3

    (7.91 )%      9.29     1.24     22.55     (3.47 )% 

Ratios to average net assets (annualized)

         

Gross expenses4

    2.16     2.15     1.68     1.40     1.30

Net expenses4

    2.16     2.12     1.63     1.23     1.10

Net investment income

    6.21     6.38     6.53     8.15     8.76

Supplemental data

         

Portfolio turnover rate

    30     16     33     43     25

Net assets, end of period (000s omitted)

    $458,555       $566,335       $620,863       $656,517       $607,437  

Borrowings outstanding, end of period (000s omitted)

    $163,400       $231,027       $230,000       $230,000       $230,000  

Asset coverage per $1,000 of borrowing, end of period

    $3,806       $3,451       $3,699       $3,854       $3,641  

 

 

1 

Calculated based upon average shares outstanding

 

2 

Amount is less than $0.005.

 

3 

Total return is calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. Total return does not reflect brokerage commissions that a shareholder would pay on the purchase and the sale of shares.

 

4 

Ratios include interest expense relating to interest associated with borrowings and/or leverage transactions as follows:

 

Year ended April 30, 2020

    1.17

Year ended April 30, 2019

    1.19

Year ended April 30, 2018

    0.74

Year ended April 30, 2017

    0.48

Year ended April 30, 2016

    0.37

 

The accompanying notes are an integral part of these financial statements.

 

 

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Table of Contents

Notes to financial statements

 

1. ORGANIZATION

Wells Fargo Income Opportunities Fund (the “Fund”) was organized as a statutory trust under the laws of the state of Delaware on December 3, 2002 and is registered as a diversified closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). As an investment company, the Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.

2. SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund, are in conformity with U.S. generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Securities valuation

All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time), although the Fund may deviate from this calculation time under unusual or unexpected circumstances.

Debt securities are valued at the evaluated bid price provided by an independent pricing service (e.g. taking into account various factors, including yields, maturities, or credit ratings) or, if a reliable price is not available, the quoted bid price from an independent broker-dealer.

Equity securities that are listed on a foreign or domestic exchange or market are valued at the official closing price or, if none, the last sales price. If no sale occurs on the principal exchange or market that day, a fair value price will be determined in accordance with the Fund’s Valuation Procedures.

Investments in registered open-end investment companies are valued at net asset value.

Investments which are not valued using any of the methods discussed above are valued at their fair value, as determined in good faith by the Board of Trustees of the Fund. The Board of Trustees has established a Valuation Committee comprised of the Trustees and has delegated to it the authority to take any actions regarding the valuation of portfolio securities that the Valuation Committee deems necessary or appropriate, including determining the fair value of portfolio securities, unless the determination has been delegated to the Wells Fargo Asset Management Pricing Committee at Wells Fargo Funds Management, LLC (“Funds Management”). The Board of Trustees retains the authority to make or ratify any valuation decisions or approve any changes to the Valuation Procedures as it deems appropriate. On a quarterly basis, the Board of Trustees receives reports on any valuation actions taken by the Valuation Committee or the Wells Fargo Asset Management Pricing Committee which may include items for ratification.

When-issued transactions

The Fund may purchase securities on a forward commitment or when-issued basis. The Fund records a when-issued transaction on the trade date and will segregate assets in an amount at least equal in value to the Fund’s commitment to purchase when-issued securities. Securities purchased on a when-issued basis are marked-to-market daily and the Fund begins earning interest on the settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Loans

The Fund may invest in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. The loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. Investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. When the Fund purchases participations, it generally has no rights to enforce compliance with terms of the loan agreement with the borrower. As a result, the Fund assumes the credit risk of both the borrower and the lender that is selling the participation. When the Fund purchases assignments from lenders, it acquires direct rights against the borrower on the loan and may enforce compliance by the borrower with the terms of the loan agreement. Loans may include fully funded term loans or unfunded loan commitments, which are contractual obligations for future funding.

Security transactions and income recognition

Securities transactions are recorded on a trade date basis. Realized gains or losses are recorded on the basis of identified cost.

 

 

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Notes to financial statements

 

Interest income is accrued daily and bond discounts are accreted and premiums are amortized daily. To the extent debt obligations are placed on non-accrual status, any related interest income may be reduced by writing off interest receivables when the collection of all or a portion of interest has been determined to be doubtful based on consistently applied procedures and the fair value has decreased. If the issuer subsequently resumes interest payments or when the collectability of interest is reasonably assured, the debt obligation is removed from non-accrual status.

Dividend income is recognized on the ex-dividend date.

Distributions to shareholders

Under a managed distribution plan, the Fund pays monthly distributions to shareholders at an annual minimum fixed rate of 8% based on the Fund’s average monthly net asset value per share over the prior 12 months. The monthly distributions may be sourced from income, paid-in capital, and/or capital gains, if any. To the extent that sufficient investment income is not available on a monthly basis, the Fund may distribute paid-in capital and/ or capital gains, if any, in order to maintain its managed distribution level.

Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles. Dividend sources are estimated at the time of declaration. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made prior to the Fund’s fiscal year end may be categorized as a tax return of capital at year end.

Federal and other taxes

The Fund intends to continue to qualify as a regulated investment company by distributing substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes was required.

The Fund’s income and federal excise tax returns and all financial records supporting those returns for the prior three fiscal years are subject to examination by the federal and Delaware revenue authorities. Management has analyzed the Fund’s tax positions taken on federal, state, and foreign tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

As of April 30, 2020, the aggregate cost of all investments for federal income tax purposes was $703,629,497 and the unrealized gains (losses) consisted of:

 

Gross unrealized gains

   $ 14,160,140  

Gross unrealized losses

     (100,265,288

Net unrealized losses

   $ (86,105,148

As of April 30, 2020, the Fund had capital loss carryforwards which consist of $23,810,916 in short-term capital losses and $14,138,769 in long-term capital losses.

3. FAIR VALUATION MEASUREMENTS

Fair value measurements of investments are determined within a framework that has established a fair value hierarchy based upon the various data inputs utilized in determining the value of the Fund’s investments. The three-level hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Fund’s investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The inputs are summarized into three broad levels as follows:

 

 

Level 1 – quoted prices in active markets for identical securities

 

 

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used for valuing investments in securities are not necessarily an indication of the risk associated with investing in those securities.

 

 

Wells Fargo Income Opportunities Fund  |  27


Table of Contents

Notes to financial statements

 

The following is a summary of the inputs used in valuing the Fund’s assets and liabilities as of April 30, 2020:

 

      Quoted prices
(Level 1)
    

Other significant

observable inputs

(Level 2)

    

Significant

unobservable inputs

(Level 3)

     Total  

Assets

           

Investments in:

           

Common stocks

           

Energy

   $ 0      $ 1,351,346      $ 0      $ 1,351,346  

Materials

     406        0        0        406  

Corporate bonds and notes

     0        519,117,591        0        519,117,591  

Loans

     0        26,380,130        5,851,645        32,231,775  

Preferred stocks

           

Energy

     0        7,119,095        0        7,119,095  

Rights

           

Utilities

     0        559,650        0        559,650  

Yankee corporate bonds and notes

     0        46,621,055        0        46,621,055  

Short-term investments

           

Investment companies

     10,523,431        0        0        10,523,431  

Total assets

   $ 10,523,837      $ 601,148,867      $ 5,851,645      $ 617,524,349  

Additional sector, industry or geographic detail is included in the Portfolio of Investments.

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

 

      Loans  

Balance as of April 30, 2019

   $ 4,946,625  

Accrued discounts (premiums)

     5,294  

Realized gains (losses)

     (1,445,242

Change in unrealized gains (losses)

     (622,071

Purchases

     4,484,165  

Sales

     (994,455

Transfers into Level 3

     0  

Transfers out of Level 3

     (522,671

Balance as of April 30, 2020

   $ 5,851,645  

Change in unrealized gains (losses) relating to securities still held at April 30, 2020

   $ (741,387

The loan obligations in the Level 3 table were valued using indicative broker quotes. These indicative broker quotes are considered Level 3 inputs. Quantitative unobservable inputs used by the brokers are often proprietary and not provided to the Fund and therefore the disclosure that would address these inputs is not included above.

4. TRANSACTIONS WITH AFFILIATES

Advisory fee

Funds Management, an indirect wholly owned subsidiary of Wells Fargo & Company (“Wells Fargo”), is the adviser to the Fund and is entitled to receive a fee at an annual rate of 0.60% of the Fund’s average daily total assets. Total assets consist of the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets.

Funds Management has retained the services of a subadviser to provide daily portfolio management to the Fund. The fee for subadvisory services is borne by Funds Management. Wells Capital Management Incorporated, an affiliate of Funds Management and an indirect wholly owned subsidiary of Wells Fargo, is the subadviser to the Fund and is entitled to receive a fee from Funds Management at an annual rate of 0.40% of the Fund’s average daily total assets.

 

 

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Notes to financial statements

 

Administration fee

Funds Management also serves as the administrator to the Fund, providing the Fund with a wide range of administrative services necessary to the operation of the Fund. Funds Management is entitled to receive an annual administration fee from the Fund equal to 0.05% of the Fund’s average daily total assets.

Interfund transactions

The Fund may purchase or sell portfolio investment securities to certain other Wells Fargo affiliates pursuant to Rule 17a-7 under the 1940 Act and under procedures adopted by the Board of Trustees. The procedures have been designed to ensure that these interfund transactions, which do not incur broker commissions, are effected at current market prices.

5. CAPITAL SHARE TRANSACTIONS

The Fund has authorized capital of 100,000,000 shares with no par value. For the year ended April 30, 2020 and April 30, 2019, the Fund did not issue any shares.

On November 22, 2019, the Fund announced a renewal of its open-market share repurchase program (the “Buyback Program”). Under the Buyback Program, the Fund is authorized to repurchase up to 10% of its outstanding shares in open market transactions during the period beginning on January 1, 2020 and ending on December 31, 2020. The Fund’s Board of Trustees has delegated to Funds Management full discretion to administer the Buyback Program including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations. During the year ended April 30, 2020, the Fund purchased 2,453,003 of its shares on the open market at a total cost of $19,928,530 (weighted average price per share of $8.11). The weighted average discount of these repurchased shares was 9.23%.

6. BORROWINGS

The Fund has borrowed $163,400,000 through a revolving credit facility administered by a major financial institution (the “Facility”). The Facility has a commitment amount of $230,000,000 with no specific contract expiration date but the Facility can be terminated upon 180 days’ notice. The Fund is charged interest at London Interbank Offered Rate (LIBOR) plus 0.65% and a commitment fee of 0.30% of the average daily unutilized amount of the commitment which may be waived if the amount drawn on the Facility is over 75% of the committed amount. The financial institution holds a security interest in all the assets of the Fund as collateral for the borrowing. Based on the nature of the terms of the Facility and comparative market rates, the carrying amount of the borrowings at April 30, 2020 approximates its fair value. If measured at fair value, the borrowings would be categorized as a Level 2 under the fair value hierarchy.

During the year ended April 30, 2020, the Fund had average borrowings outstanding of $221,951,093 at an average interest rate of 2.83% and paid interest in the amount of $6,281,554, which represents 1.17% of its average daily net assets.

7. INVESTMENT PORTFOLIO TRANSACTIONS

Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the year ended April 30, 2020 were $222,794,210 and $291,234,621, respectively.

8. DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the years ended April 30, 2020 and April 30, 2019 were as follows:

 

     Year ended April 30  
      2020      2019  

Ordinary income

   $ 34,858,334      $ 39,840,972  

Tax basis return of capital

     8,760,619        5,846,040  

As of April 30, 2020, the components of distributable earnings on a tax basis were as follows:

 

Unrealized

losses

   Capital loss
carryforward
$(86,105,148)    $(37,949,685)

 

 

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Notes to financial statements

 

9. INDEMNIFICATION

Under the Fund’s organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. The Fund has entered into a separate agreement with each Trustee that converts indemnification rights currently existing under the Fund’s organizational documents into contractual rights that cannot be changed in the future without the consent of the Trustee. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.

10. NEW ACCOUNTING PRONOUNCEMENTS

In August 2018, FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 updates the disclosure requirements for fair value measurements by modifying or removing certain disclosures and adding certain new disclosures. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Management has adopted the removal and modification of disclosures early, as permitted, and will adopt the additional new disclosures at the effective date.

In March 2017, FASB issued ASU No. 2017-08, Premium Amortization on Purchased Callable Debt Securities. ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium and requires the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount and discounts will continue to be accreted to the maturity date of the security. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018 and for interim periods within those fiscal years. During the current reporting period, management of the Fund adopted the change in accounting policy which did not have a material impact to the Fund’s financial statements.

11. CORONAVIRUS (COVID-19) PANDEMIC

On March 11, 2020, the World Health Organization announced that it had made the assessment that coronavirus disease 2019 (“COVID-19”) is a pandemic. The impacts of COVID-19 are adversely affecting the entire global economy, individual companies and investment products, and the market in general. There is significant uncertainty around the extent and duration of business disruptions related to COVID-19 and the impacts may be short term or may last for an extended period of time. The risk of further spreading of COVID-19 has led to significant uncertainty and volatility in the financial markets. The value of the Fund and the securities in which the Fund invests have generally been adversely affected by impacts caused by COVID-19.

12. SUBSEQUENT DISTRIBUTIONS

Under the managed distribution plan, the Fund declared the following distributions to common shareholders:

 

Declaration date    Record date    Payable date    Per share amount
April 24, 2020    May 12, 2020    June 1, 2020    $0.05899
May 28, 2020    June 15, 2020    July 1, 2020    0.05812

These distributions are not reflected in the accompanying financial statements.

 

 

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Report of independent registered public accounting firm

 

TO THE SHAREHOLDERS OF THE FUND AND BOARD OF TRUSTEES WELLS FARGO INCOME OPPORTUNITIES FUND:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Wells Fargo Income Opportunities Fund (the Fund), including the portfolio of investments, as of April 30, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of April 30, 2020, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of April 30, 2020, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have not been able to determine the specific year that we began serving as the auditor of one or more Wells Fargo Funds investment companies; however we are aware that we have served as the auditor of one or more Wells Fargo Funds investment companies since at least 1955.

Boston, Massachusetts

June 26, 2020

 

 

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Other information (unaudited)

 

TAX INFORMATION

For the fiscal year ended April 30, 2020, $29,184,065 has been designated as interest-related dividends for nonresident alien shareholders pursuant to Section 871 of the Internal Revenue Code.

PROXY VOTING INFORMATION

A description of the policies and procedures used to determine how to vote proxies relating to portfolio securities is available, upon request, by calling 1-800-222-8222, visiting our website at wfam.com, or visiting the SEC website at sec.gov. Information regarding how the proxies related to portfolio securities were voted during the most recent 12-month period ended June 30 is available on the website at wfam.com or by visiting the SEC website at sec.gov.

QUARTERLY PORTFOLIO HOLDINGS INFORMATION

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the SEC website at sec.gov.

 

 

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Other information (unaudited)

 

BOARD OF TRUSTEES AND OFFICERS

The following table provides basic information about the Board of Trustees (the “Trustees”) and Officers of the Fund. Each of the Trustees and Officers1 listed below acts in identical capacities for each fund in the Wells Fargo family of funds, which consists of 147 mutual funds comprising the Wells Fargo Funds Trust, Wells Fargo Variable Trust, Wells Fargo Master Trust, and four closed-end funds, including the Fund (collectively the “Fund Complex”). The mailing address of each Trustee and Officer is 525 Market Street, 12th Floor, San Francisco, CA 94105. The Board of Trustees is classified into three classes of which one is elected annually. Each Trustee serves a three-year term concurrent with the class from which the Trustee is elected. Each Officer serves an indefinite term.

Independent Trustees

 

Name and
year of birth
  Position held and
length of service
  Principal occupations during past five years or longer   Current other
public company or
investment
company
directorships
Class I - Non-Interested Trustees to serve until 2020 Annual Meeting of Shareholders

Isaiah Harris, Jr.

(Born 1952)

  Trustee, since 2010; Audit Committee Chairman, since 2019   Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. From 2003 to 2011, Director of Deluxe Corporation. 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 (private school). Advisory Board Member, Child Evangelism Fellowship (non-profit). Mr. Harris is a certified public accountant (inactive status).   CIGNA Corporation

David F. Larcker

(Born 1950)

  Trustee, since 2010   James Irvin Miller Professor of Accounting at the Graduate School of Business, Stanford University, Director of the Corporate Governance Research Initiative 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.   N/A

Olivia S. Mitchell

(Born 1953)

  Trustee, since 2010; Nominating and Governance Committee Chairman, since 2018   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.   N/A
Class II - Non-Interested Trustees to serve until 2021 Annual Meeting of Shareholders
William R. Ebsworth (Born 1957)   Trustee, since 2015   Retired. From 1984 to 2013, equities analyst, portfolio manager, research director and chief investment officer at Fidelity Management and Research Company in Boston, Tokyo, and Hong Kong, and retired in 2013 as Chief Investment Officer of Fidelity Strategic Advisers, Inc. where he led a team of investment professionals managing client assets. Prior thereto, Board member of Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand International Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire Fidelity Investments Life Insurance Company. Audit Committee Chair and Investment Committee Chair of the Vincent Memorial Hospital Endowment (non-profit organization). Mr. Ebsworth is a CFA® charterholder.   N/A

 

 

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Other information (unaudited)

 

Name and
year of birth
  Position held and
length of service
  Principal occupations during past five years or longer   Current other
public company or
investment
company
directorships

Jane A. Freeman

(Born 1953)

  Trustee, since 2015; Chair Liaison, since 2018   Retired. From 2012 to 2014 and 1999 to 2008, Chief Financial Officer of Scientific Learning Corporation. From 2008 to 2012, Ms. Freeman provided consulting services related to strategic business projects. Prior to 1999, Portfolio Manager at Rockefeller & Co. and Scudder, Stevens & Clark. Board member of the Harding Loevner Funds from 1996 to 2014, serving as both Lead Independent Director and chair of the Audit Committee. Board member of the Russell Exchange Traded Funds Trust from 2011 to 2012 and the chair of the Audit Committee. Ms. Freeman is also an inactive Chartered Financial Analyst.   N/A

Judith M. Johnson

(Born 1949)

  Trustee, since 2010; Audit Committee Chairman, from 2010 to 2018   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.   N/A
Class III - Non-Interested Trustees to serve until 2022 Annual Meeting of Shareholders

Timothy J. Penny

(Born 1951)

  Trustee, since 2010; Chairman, since 2018   President and Chief Executive Officer of Southern Minnesota Initiative Foundation, a non-profit organization, since 2007. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007.   N/A

James G. Polisson

(Born 1959)

  Trustee, since 2018   Retired. Chief Marketing Officer, Source (ETF) UK Services, Ltd, from 2015 to 2017. From 2012 to 2015, Principal of The Polisson Group, LLC, a management consulting, corporate advisory and principal investing company. Chief Executive Officer and Managing Director at Russell Investments, Global Exchange Traded Funds from 2010 to 2012. Managing Director of Barclays Global Investors from 1998 to 2010 and Global Chief Marketing Officer for iShares and Barclays Global Investors from 2000 to 2010. Trustee of the San Francisco Mechanics’ Institute, a non-profit organization, from 2013 to 2015. Board member of the Russell Exchange Traded Fund Trust from 2011 to 2012. Director of Barclays Global Investors Holdings Deutschland GmbH from 2006 to 2009. Mr. Polisson is an attorney and has a retired status with the Massachusetts and District of Columbia Bar Associations.   N/A

Pamela Wheelock

(Born 1959)

  Trustee, since January 2020; previously Trustee from January 2018 to July 2019   Board member of the Destination Medical Center Economic Development Agency, Rochester, Minnesota since 2019 and Interim President of the McKnight Foundation since 2020. Acting Commissioner, Minnesota Department of Human Services, July 2019 through September 2019. Human Services Manager (part-time), Minnesota Department of Human Services, October 2019 through December 2019. Chief Operating Officer, Twin Cities Habitat for Humanity from 2017 to 2019. Vice President of University Services, University of Minnesota from 2012 to 2016. Prior thereto, on the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation) from 2012 to 2018, Interim Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Chairman of the Board from 2009 to 2012 and Board Director from 2003 to 2015. Vice President, Leadership and Community Engagement, Bush Foundation, Saint Paul, Minnesota (a private foundation) from 2009 to 2011. Executive Vice President and Chief Financial Officer, Minnesota Sports and Entertainment from 2004 to 2009 and Senior Vice President from 2002 to 2004. Executive Vice President of the Minnesota Wild Foundation from 2004 to 2008. Commissioner of Finance, State of Minnesota, from 1999 to 2002. Currently Board Chair of the Minnesota Wild Foundation since 2010.   N/A

 

 

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Other information (unaudited)

 

Officers

 

Name and

year of birth

  Position held and
length of service
  Principal occupations during past five years or longer

Andrew Owen

(Born 1960)

  President, since 2017   Executive Vice President of Wells Fargo & Company and Head of Affiliated Managers, Wells Fargo Asset Management, since 2014. In addition, Mr. Owen is currently President, Chief Executive Officer and Director of Wells Fargo Funds Management, LLC since 2017. Prior thereto, Executive Vice President responsible for marketing, investments and product development for Wells Fargo Funds Management, LLC, from 2009 to 2014.

Jeremy DePalma1

(Born 1974)

  Treasurer, since 2012   Senior Vice President of Wells Fargo Funds Management, LLC since 2009. Senior Vice President of Evergreen Investment Management Company, LLC from 2008 to 2010 and head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010.

Michelle Rhee

(Born 1966)

  Chief Legal Officer, since 2019   Secretary of Wells Fargo Funds Management, LLC, Chief Legal Counsel of Wells Fargo Asset Management and Assistant General Counsel of Wells Fargo Bank, N.A. since 2018. Associate General Counsel and Managing Director of Bank of America Corporation from 2004 to 2018.

Catherine Kennedy

(Born 1969)

  Secretary, since 2019   Vice President of Wells Fargo Funds Management, LLC and Senior Counsel of the Wells Fargo Legal Department since 2010. Vice President and Senior Counsel of Evergreen Investment Management Company, LLC from 1998 to 2010.

Michael H. Whitaker

(Born 1967)

  Chief Compliance Officer, since 2016   Chief Compliance Officer of Wells Fargo Asset Management since 2016. Senior Vice President and Chief Compliance Officer for Fidelity Investments from 2007 to 2016.

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. Manager of Fund Reporting and Control for Evergreen Investment Management Company, LLC from 2004 to 2010.

 

 

 

1

Jeremy DePalma acts as Treasurer of 82 funds and Assistant Treasurer of 65 funds in the Fund Complex.    

 

 

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Automatic dividend reinvestment plan

 

AUTOMATIC DIVIDEND REINVESTMENT PLAN

All common shareholders are eligible to participate in the Automatic Dividend Reinvestment Plan (“the Plan”). Pursuant to the Plan, unless a common shareholder is ineligible or elects otherwise, all cash dividends and capital gains distributions are automatically reinvested by Computershare Trust Company, N.A., as agent for shareholders in administering the Plan (“Plan Agent”), in additional common shares of the Fund. Whenever the Fund declares an ordinary income dividend or a capital gain dividend (collectively referred to as “dividends”) payable either in shares or in cash, nonparticipants in the Plan will receive cash, and participants in the Plan will receive the equivalent in common shares. The shares are acquired by the Plan Agent for the participant’s account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“newly issued common shares”) or (ii) by purchase of outstanding common shares on the open-market (open-market purchases) on the NYSE Amex or elsewhere. If, on the payment date for any dividend or distribution, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage commissions (“market premium”), the Plan Agent will invest the amount of such dividend or distribution in newly issued shares on behalf of the participant. The number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of issuance may not exceed 5%. If on the dividend payment date the net asset value per share is greater than the market value (“market discount”), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participant in open-market purchases. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends. The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 505000, Louisville, Kentucky 40233 or by calling 1-800-730-6001.

 

 

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LOGO

Transfer Agent, Registrar, Shareholder Servicing

Agent & Dividend Disbursing Agent

Computershare Trust Company, N.A.

P.O. Box 505000

Louisville, Kentucky 40233

1-800-730-6001

Website: wfam.com

 

LOGO

 

Wells Fargo Asset Management (WFAM) is the trade name for certain investment advisory/management firms owned by Wells Fargo & Company. These firms include but are not limited to Wells Capital Management Incorporated and Wells Fargo Funds Management, LLC. Certain products managed by WFAM entities are distributed by Wells Fargo Funds Distributor, LLC (a broker-dealer and Member FINRA).

This material is for general informational and educational purposes only and is NOT intended to provide investment advice or a recommendation of any kind—including a recommendation for any specific investment, strategy, or plan.

 

INVESTMENT PRODUCTS: NOT FDIC INSURED    NO BANK GUARANTEE     MAY LOSE VALUE


© 2019 Wells Fargo & Company. All rights reserved.

PAR-0520-00395 06-20

AIO/AR156 04-20

 

 



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ITEM 2.

CODE OF ETHICS

(a) As of the end of the period, covered by the report, Wells Fargo Income Opportunities Fund has adopted a code of ethics that applies to its President and Treasurer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

(c) During the period covered by this report, there were no amendments to the provisions of the code of ethics adopted in Item 2(a) above.

(d) During the period covered by this report, there were no implicit or explicit waivers to the provisions of the code of ethics adopted in Item 2(a) above.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Trustees of Wells Fargo Income Opportunities Fund has determined that Judith Johnson is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mrs. Johnson is independent for purposes of Item 3 of Form N-CSR.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a), (b), (c), (d) The following table presents aggregate fees billed in each of the last two fiscal years for services rendered to the Registrant by the Registrant’s principal accountant. These fees were billed to the registrant and were approved by the Registrant’s audit committee.

 

     Fiscal
year ended
April 30, 2020
     Fiscal
year ended
April 30, 2019
 

Audit fees

   $ 57,090      $ 54,440  

Audit-related fees

     —          —    

Tax fees (1)

     4,340        4,270  

All other fees

     —          —    
  

 

 

    

 

 

 
   $ 61,430      $ 58,710  
  

 

 

    

 

 

 

 

(1) 

Tax fees consist of fees for tax compliance, tax advice, tax planning and excise tax.

(e) The Chairman of the Audit Committees is authorized to pre-approve: (1) audit services for the Wells Fargo Income Opportunities Fund; (2) non-audit tax or compliance consulting or training services provided to the Wells Fargo Income Opportunities Fund by the independent auditors (“Auditors”) if the fees for any particular engagement are not anticipated to exceed $50,000; and (3) non-audit tax or compliance consulting or training services provided by the Auditors to a Wells Fargo Income Opportunities Fund’s investment adviser and its controlling entities (where pre-approval is required because the engagement relates directly to the operations and financial reporting of the Wells Fargo Income Opportunities Fund) if the fee to the Auditors for any particular engagement is not anticipated to exceed $50,000. For any such pre-approval sought from the Chairman, Management shall prepare a brief description of the proposed services. If the Chairman approves of such service, he or she shall sign the statement prepared by Management. Such written statement shall be presented to the full Committees at their next regularly scheduled meetings.

(f) Not applicable

 

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(g) Not applicable

(h) Not applicable

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is comprised of:

William R. Ebsworth

Jane A. Freeman

Isaiah Harris, Jr.

Judith M. Johnson

David F. Larcker

Olivia S. Mitchell

Timothy J. Penny

James G. Polisson

Pamela Wheelock

 

ITEM 6.

INVESTMENTS

A Portfolio of Investments for Wells Fargo Income Opportunities Fund is included as part of the report to shareholders filed under Item 1 of this Form.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

PROXY VOTING POLICIES AND PROCEDURES EFFECTIVE

JANUARY 1, 2019

Scope of Policies and Procedures. These Policies and Procedures (“Procedures”) are used to determine how to vote proxies relating to portfolio securities held by the series of Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Global Dividend Opportunity Fund, Wells Fargo Income Opportunities Fund, Wells Fargo Multi-Sector Income Fund, and Wells Fargo Utilities and High Income Fund (the “Trusts”) (hereafter, all series of the Trusts and all Trusts not having separate series are referred to as the “Funds”).

Voting Philosophy. The Funds have adopted these Procedures 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, and with the goal of maximizing value to shareholders consistent with governing laws and the investment policies of each Fund. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership activism, the Funds support sound corporate governance practices within companies in which they invest.

Board of Trustees. The Board of Trustees of each Trust (the “Board”) has delegated the responsibility for voting proxies relating to the Funds’ portfolio securities to Wells Fargo Funds Management, LLC (“Funds Management”). Funds Management has adopted the Wells Fargo Asset Management Proxy Voting Policies and Procedures (the “WFAM Procedures”). The Board retains the authority to make or ratify any voting decisions or approve any changes to these Procedures as the Board deems appropriate. Funds Management will provide reports to the Board regarding voting matters when and as reasonably requested by the Board. The Board shall review these

 

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Procedures as often as it deems appropriate to consider whether any revisions are warranted. On an annual basis, the Board shall receive and review a report from Funds Management on the WFAM Procedures and the proxy voting process. In addition, Funds Management will provide the Board with advance notification of future proposed material changes to the WFAM Procedures.

Disclosure of Policies and Procedures. Each Fund shall disclose in its statement of additional information a description of the policies and procedures it uses to determine how to vote proxies relating to securities held in its portfolio. In addition, each Fund shall disclose in its semi- and annual reports that a description of its proxy voting policies and procedures is available without charge, upon request, by calling 1-800-222-8222, on the Fund’s web site at https://www.wellsfargofunds.com/ and on the Securities and Exchange Commission’s website at http://www.sec.gov.

Disclosure of Proxy Voting Record. Each Trust shall file with the Commission an annual report on Form N-PX not later than August 31 of each year (beginning August 31, 2004), containing the Trust’s proxy voting record for the most recent twelve-month period ended June 30.

Each Fund shall disclose in its statement of additional information and semi- and annual reports that information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Funds’ web site at https://www.wellsfargofunds.com/ or by accessing the Commission’s web site at www.sec.gov.

Each Fund shall disclose the following information on Form N-PX for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the Fund was entitled to vote:

1. The name of the issuer of the portfolio security;

2. The exchange ticker symbol of the portfolio security;

3. The Council of Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security (unless the CUSIP is not available through reasonably practicable means, in which case it will be omitted);

4. The shareholder meeting date;

5. A brief identification of the matter voted on;

6. Whether the matter was proposed by the issuer or by a security holder;

7. Whether the Fund cast its vote on the matter;

8. How the Fund cast its vote (e.g. for or against a proposal, or abstain; for or withhold regarding election of directors); and

9. Whether the Fund cast its vote for or against management.

Form N-PX shall be made available to Fund shareholders through the SEC web site.

 

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APPENDIX A

TO

PROXY VOTING POLICIES AND PROCEDURES

Funds Management will vote proxies relating to portfolio securities held by the Trusts in accordance with the following proxy voting guidelines. To the extent the specific guidelines below do not address a proxy voting proposal, Funds Management will vote pursuant to ISS’ current U.S. and International proxy voting guidelines. Proxies for securities held by the Wells Fargo Advantage Social Awareness Fund related to social and environmental proposals will be voted pursuant to ISS’ current SRI Proxy Voting Guidelines. In addition, proxies related to issues not addressed by the specific guidelines below or by ISS’ current U.S. and International proxy voting guidelines will be forwarded to the Proxy Committee for a vote determination by the Proxy Committee.

 

Uncontested Election of Directors or Trustees   
THE FUNDS will generally vote for all uncontested director or trustee nominees. The Nominating Committee is in the best position to select nominees who are available and capable of working well together to oversee management of the company. THE FUNDS will not require a performance test for directors.   

FOR

THE FUNDS will generally vote for reasonably crafted shareholder proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors, unless the company has adopted formal corporate governance principles that present a meaningful alternative to the majority voting standard.    FOR
THE FUNDS will withhold votes for a director if the nominee fails to attend at least 75% of the board and committee meetings without a valid excuse.    WITHHOLD
THE FUNDS will vote against routine election of directors if any of the following apply: company fails to disclose adequate information in a timely manner, serious issues with the finances, questionable transactions, conflicts of interest, record of abuses against minority shareholder interests, bundling of director elections, and/or egregious governance practices.    AGAINST
THE FUNDS will withhold votes from the entire board (except for new nominees) where the director(s) receive more than 50% withhold votes out of those cast and the issue that was the underlying cause of the high level of withhold votes has not been addressed.    WITHHOLD
THE FUNDS will withhold votes from members of the Audit Committee and/or the full board if poor accounting practices, which rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures, are identified.    WITHHOLD
THE FUNDS will withhold votes from members of the Audit Committee if the company receives an adverse opinion on the company’s financial statements from its auditor.    WITHHOLD
THE FUNDS will withhold votes from members of the Audit Committee if there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.    WITHHOLD


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THE FUNDS will withhold votes from all directors (except for new nominees) if the company has adopted or renewed a poison pill without shareholder approval since the company’s last annual meeting, does not put the pill to a vote at the current annual meeting, and does not have a requirement or does not commit to put the pill to shareholder vote within 12 months. In addition, THE FUNDS will withhold votes on all directors at any company that responds to the majority of the shareholders voting by putting the poison pill to a shareholder vote with a recommendation other than to eliminate the pill.   

WITHHOLD

THE FUNDS will withhold votes from compensation committee members if they fail to submit one-time transferable stock options (TSO’s) to shareholders for approval.    WITHHOLD
Limitation on Number of Boards a Director May Sit On   
THE FUNDS will withhold votes from directors who sit on more than six boards.    WITHHOLD
THE FUNDS will withhold votes from CEO directors who sit on more than two outside boards besides their own.    WITHHOLD
Ratification of Auditors   
THE FUNDS will vote against auditors and withhold votes from audit committee members if non-audit fees are greater than audit fees, audit-related fees, and permitted tax fees, combined. THE FUNDS will follow the disclosure categories being proposed by the SEC in applying the above formula.    AGAINST/ WITHHOLD
With the above exception, THE FUNDS will generally vote for proposals to ratify auditors unless:    FOR

1.  an auditor has a financial interest in or association with the company, and is therefore not independent, or

   AGAINST

2.  there is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position.

   AGAINST
THE FUNDS will vote against proposals that require auditors to attend annual meetings as auditors are regularly reviewed by the board audit committee, and such attendance is unnecessary.    AGAINST
THE FUNDS will vote for shareholder proposals requesting a shareholder vote for audit firm ratification.    FOR
THE FUNDS will vote against shareholder proposals asking for audit firm rotation. This practice is viewed as too disruptive and too costly to implement for the benefit achieved.    AGAINST
Company Name Change/Purpose   
THE FUNDS will vote for proposals to change the company name as management and the board is best suited to determine if such change in company name is necessary.    FOR


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However, where the name change is requested in connection with a reorganization of the company, the vote will be based on the merits of the reorganization.    CASE-BY-CASE
In addition, THE FUNDS will generally vote for proposals to amend the purpose of the company. Management is in the best position to know whether the description of what the company does is accurate, or whether it needs to be updated by deleting, adding or revising language.    FOR
Employee Stock Purchase Plans/401(k) Employee Benefit Plans   
THE FUNDS will vote for proposals to adopt, amend or increase authorized shares for employee stock purchase plans and 401(k) plans for employees as properly structured plans enable employees to purchase common stock at a slight discount and thus own a beneficial interest in the company, provided that the total cost of the company’s plan is not above the allowable cap for the company.    FOR
Similarly, THE FUNDS will generally vote for proposals to adopt or amend thrift and savings plans, retirement plans, pension plans and profit plans.    FOR
Anti-Hedging/Pledging/Speculative Investments Policy   
THE FUNDS will consider proposals prohibiting named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan on a case-by-case basis. The company’s existing policies regarding responsible use of company stock will be considered.    CASE-BY-CASE
Approve Other Business   
THE FUNDS will generally vote for proposals to approve other business. This transfer of authority allows the corporation to take certain ministerial steps that may arise at the annual or special meeting.    FOR
However, THE FUNDS retains the discretion to vote against such proposals if adequate information is not provided in the proxy statement, or the measures are significant and no further approval from shareholders is sought.    AGAINST
Independent Board of Directors/Board Committees   
THE FUNDS will vote for proposals requiring that two-thirds of the board be independent directors. An independent board faces fewer conflicts and is best prepared to protect stockholders’ interests.    FOR
THE FUNDS will withhold votes from insiders and affiliated outsiders on boards that are not at least majority independent.    WITHHOLD
THE FUNDS will withhold votes from compensation committee members where there is a pay-for-performance disconnect (for Russell 3000 companies).    WITHHOLD


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THE FUNDS will vote for proposals requesting that the board audit, compensation and/or nominating committees be composed of independent directors, only. Committees should be composed entirely of independent directors in order to avoid conflicts of interest.    FOR
THE FUNDS will withhold votes from any insiders or affiliated outsiders on audit, compensation or nominating committees. THE FUNDS will withhold votes from any insiders or affiliated outsiders on the board if any of these key committees has not been established.    WITHHOLD
THE FUNDS will vote against proposals from shareholders requesting an independent compensation consultant.    AGAINST
Director Fees   
THE FUNDS will vote for proposals to set director fees.    FOR
Minimum Stock Requirements by Directors   
THE FUNDS will vote against proposals requiring directors to own a minimum number of shares of company stock in order to qualify as a director, or to remain on the board. Minimum stock ownership requirements can impose an across-the-board requirement that could prevent qualified individuals from serving as directors.    AGAINST
Indemnification and Liability Provisions for Directors and Officers   
THE FUNDS will vote for proposals to allow indemnification of directors and officers, when the actions taken were on behalf of the company and no criminal violations occurred. THE FUNDS will also vote in favor of proposals to purchase liability insurance covering liability in connection with those actions. Not allowing companies to indemnify directors and officers to the degree possible under the law would limit the ability of the company to attract qualified individuals.    FOR
Alternatively, THE FUNDS will vote against indemnity proposals that are overly broad. For example, THE FUNDS will oppose proposals to indemnify directors for acts going beyond mere carelessness, such as gross negligence, acts taken in bad faith, acts not otherwise allowed by state law or more serious violations of fiduciary obligations.    AGAINST
Nominee Statement in the Proxy   
THE FUNDS will vote against proposals that require board nominees to have a statement of candidacy in the proxy, since the proxy statement already provides adequate information pertaining to the election of directors.    AGAINST
Director Tenure/Retirement Age   
THE FUNDS will vote against proposals to limit the tenure of directors as such limitations based on an arbitrary number could prevent qualified individuals from serving as directors. However, THE FUNDS is in favor of inserting cautionary language when the average director tenure on the board exceeds 15 years for the entire board.    AGAINST
The Funds will vote for proposals to establish a mandatory retirement age for directors provided that such retirement age is not less than 65.    FOR


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Board Powers/Procedures/Qualifications   
THE FUNDS will consider on a case-by-case basis proposals to amend the corporation’s By-laws so that the Board of Directors shall have the power, without the assent or vote of the shareholders, to make, alter, amend, or rescind the By-laws, fix the amount to be reserved as working capital, and fix the number of directors and what number shall constitute a quorum of the Board. In determining these issues, THE FUNDS will rely on the proxy voting Guidelines.    CASE-BY-CASE
Adjourn Meeting to Solicit Additional Votes   
THE FUNDS will examine proposals to adjourn the meeting to solicit additional votes on a case-by-case basis. As additional solicitation may be costly and could result in coercive pressure on shareholders, THE FUNDS will consider the nature of the proposal and its vote recommendations for the scheduled meeting.    CASE-BY-CASE
THE FUNDS will vote for this item when:   
THE FUNDS is supportive of the underlying merger proposal; the company provides a sufficient, compelling reason to support the adjournment proposal; and the authority is limited to adjournment proposals requesting the authority to adjourn solely to solicit proxies to approve a transaction THE FUNDS supports.    FOR
Reimbursement of Solicitation Expenses   
THE FUNDS will consider contested elections on a case-by-case basis, considering the following factors: long-term financial performance of the target company relative to its industry; management’s track record; background of the proxy contest; qualifications of director or trustee nominees (both slates); evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and stock ownership positions.    CASE-BY-CASE
Board Structure: Staggered vs. Annual Elections   
THE FUNDS will consider the issue of classified boards on a case-by-case basis. In some cases, the division of the board into classes, elected for staggered terms, can entrench the incumbent management and make them less responsive to shareholder concerns. On the other hand, in some cases, staggered elections may provide for the continuity of experienced directors on the Board.    CASE-BY-CASE
Removal of Directors   
THE FUNDS will consider on a case-by-case basis proposals to eliminate shareholders’ rights to remove directors with or without cause or only with approval of two-thirds or more of the shares entitled to vote.    CASE-BY-CASE
However, a requirement that a 75% or greater vote be obtained for removal of directors is abusive and will warrant a vote against the proposal.    AGAINST


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Board Vacancies   
THE FUNDS will vote against proposals that allow the board to fill vacancies without shareholder approval as these authorizations run contrary to basic shareholders’ rights.    AGAINST
Alternatively, THE FUNDS will vote for proposals that permit shareholders to elect directors to fill board vacancies.    FOR
Cumulative Voting   
THE FUNDS will vote on proposals to permit or eliminate cumulative voting on a case-by-case basis based upon the existence of a counter balancing governance structure and company performance, in accordance with its proxy voting guideline philosophy.    CASE-BY-CASE
THE FUNDS will vote for against cumulative voting if the board is elected annually.    AGAINST
Board Size   
THE FUNDS will vote for proposals that seek to fix the size of the board, as the ability for management to increase or decrease the size of the board in the face of a proxy contest may be used as a takeover defense.    FOR
However, if the company has cumulative voting, downsizing the board may decrease a minority shareholder’s chances of electing a director.   
By increasing the size of the board, management can make it more difficult for dissidents to gain control of the board. Fixing the size of the board also prevents a reduction in the board size as a means to oust independent directors or those who cause friction within an otherwise homogenous board.   
Shareholder Rights Plan (Poison Pills)   
THE FUNDS will generally vote for proposals that request a company to submit its poison pill for shareholder ratification.    FOR
Alternatively, THE FUNDS will analyze proposals to redeem a company’s poison pill, or requesting the ratification of a poison pill on a case-by-case basis.    CASE-BY-CASE
Poison pills are one of the most potent anti-takeover measures and are generally adopted by boards without shareholder approval. These plans harm shareholder value and entrench management by deterring stock acquisition offers that are not favored by the board.   


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Fair Price Provisions

  

THE FUNDS will consider fair price provisions on a case-by-case basis, evaluating factors such as the vote required to approve the proposed mechanism, the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.

  

CASE-BY-CASE

THE FUNDS will vote against fair price provisions with shareholder vote requirements of 75% or more of disinterested shares.

  

AGAINST

Greenmail

  

THE FUNDS will generally vote in favor of proposals limiting the corporation’s authority to purchase shares of common stock (or other outstanding securities) from a holder of a stated interest (5% or more) at a premium unless the same offer is made to all shareholders. These are known as “anti-greenmail” provisions. Greenmail discriminates against rank-and-file shareholders and may have an adverse effect on corporate image.

  

FOR

If the proposal is bundled with other charter or bylaw amendments, THE FUNDS will analyze such proposals on a case-by-case basis. In addition, THE FUNDS will analyze restructurings that involve the payment of pale greenmail on a case-by-case basis.

  

CASE-BY-CASE

Voting Rights

  

THE FUNDS will vote for proposals that seek to maintain or convert to a one-share, one-vote capital structure as such a principle ensures that management is accountable to all the company’s owners.

  

FOR

Alternatively, THE FUNDS will vote against any proposals to cap the number of votes a shareholder is entitled to. Any measure that places a ceiling on voting may entrench management and lessen its interest in maximizing shareholder value.

  

AGAINST

Dual Class/Multiple-Voting Stock

  

THE FUNDS will vote against proposals that authorize, amend or increase dual class or multiple-voting stock which may be used in exchanges or recapitalizations. Dual class or multiple-voting stock carry unequal voting rights, which differ from those of the broadly traded class of common stock.

  

AGAINST

Alternatively, THE FUNDS will vote for the elimination of dual class or multiple-voting stock, which carry different rights than the common stock.

  

FOR

Confidential Voting

  

THE FUNDS will vote for proposals to adopt confidential voting.

   FOR

Vote Tabulations

  
THE FUNDS will vote against proposals asking corporations to refrain from counting abstentions and broker non-votes in their vote tabulations and to eliminate the company’s discretion to vote unmarked proxy ballots. Vote counting procedures are determined by a number of different standards, including state law, the federal proxy rules, internal corporate policies, and mandates of the various stock exchanges.    AGAINST


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Equal Access to the Proxy   
THE FUNDS will evaluate Shareholder proposals requiring companies to give shareholders access to the proxy ballot for the purpose of nominating board members, on a case-by-case basis taking into account the ownership threshold proposed in the resolution and the proponent’s rationale for the proposal at the targeted company in terms of board and director conduct.    CASE-BY-CASE
Disclosure of Information   
THE FUNDS will vote against shareholder proposals requesting fuller disclosure of company policies, plans, or business practices. Such proposals rarely enhance shareholder return and in many cases would require disclosure of confidential business information.    AGAINST
Annual Meetings   
THE FUNDS will vote for proposals to amend procedures or change date or location of the annual meeting. Decisions as to procedures, dates or locations of meetings are best placed with management.    FOR
Alternatively, THE FUNDS will vote against proposals from shareholders calling for a change in the location or date of annual meetings as no date or location proposed will be acceptable to all shareholders.    AGAINST
THE FUNDS will generally vote in favor of proposals to reduce the quorum necessary for shareholders’ meetings, subject to a minimum of a simple majority of the company’s outstanding voting shares.    FOR
Shareholder Advisory Committees/Independent Inspectors   
THE FUNDS will vote against proposals seeking to establish shareholder advisory committees or independent inspectors. The existence of such bodies dilutes the responsibility of the board for managing the affairs of the corporation.    AGAINST
Technical Amendments to the Charter of Bylaws   
THE FUNDS will generally vote in favor of charter and bylaw amendments proposed solely to conform to modern business practices, for simplification, or to comply with what management’s counsel interprets as applicable law.    FOR
However, amendments that have a material effect on shareholder’s rights will be considered on a case-by-case basis.    CASE-BY-CASE
Bundled Proposals   
THE FUNDS will vote for bundled or “conditional” proxy proposals on a case-by-case basis, as THE FUNDS will examine the benefits and costs of the packaged items, and determine if the effect of the conditioned items are in the best interests of shareholders.    CASE-BY-CASE


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Dividends   
THE FUNDS will vote for proposals to allocate income and set dividends.    FOR
THE FUNDS will also vote for proposals that authorize a dividend reinvestment program as it allows investors to receive additional stock in lieu of a cash dividend.    FOR
However, if a proposal for a special bonus dividend is made that specifically rewards a certain class of shareholders over another, THE FUNDS will vote against the proposal.    AGAINST
THE FUNDS will also vote against proposals from shareholders requesting management to redistribute profits or restructure investments. Management is best placed to determine how to allocate corporate earnings or set dividends.    AGAINST
Reduce the Par Value of the Common Stock   
THE FUNDS will vote for proposals to reduce the par value of common stock.    FOR
Preferred Stock Authorization   
THE FUNDS will generally vote for proposals to create preferred stock in cases where the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights, or where the stock may be used to consummate beneficial acquisitions, combinations or financings.    FOR
Alternatively, THE FUNDS will vote against proposals to authorize or issue preferred stock if the board has asked for the unlimited right to set the terms and conditions for the stock and may issue it for anti-takeover purposes without shareholder approval (blank check preferred stock).    AGAINST
In addition, THE FUNDS will vote against proposals to issue preferred stock if the shares to be used have voting rights greater than those available to other shareholders.    AGAINST
THE FUNDS will vote for proposals to require shareholder approval of blank check preferred stock issues for other than general corporate purposes (white squire placements).    FOR
Preemptive Rights   
THE FUNDS will generally vote for proposals to eliminate preemptive rights. Preemptive rights are unnecessary to protect shareholder interests due to the size of most modern companies, the number of investors and the liquidity of trading.    FOR


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Share Repurchase Plans

 

THE FUNDS will vote for share repurchase plans, unless:

   FOR

3.  there is clear evidence of past abuse of the authority; or

 

4.  the plan contains no safeguards against selective buy-backs.

 

Corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns.

  

AGAINST

 

AGAINST

Executive and Director Compensation Plans   
THE FUNDS 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 stockholder wealth by having high payout sensitivity to increases in shareholder value. Such proposals may seek shareholder approval to adopt a new plan, or to increase shares reserved for an existing plan.    CASE-BY-CASE
THE FUNDS will review the potential cost and dilutive effect of the plan. After determining how much the plan will cost, ISS evaluates whether the cost is reasonable by comparing the cost to an allowable cap. The allowable cap is industry-specific, market cap-base, and pegged to the average amount paid by companies performing in the top quartile of their peer groups. If the proposed cost is below the allowable cap, THE FUNDS will vote for the plan. ISS will also apply a pay for performance overlay in assessing equity-based compensation plans for Russell 3000 companies.    FOR
If the proposed cost is above the allowable cap, THE FUNDS will vote against the plan.    AGAINST
Among the plan features that may result in a vote against the plan are:   

5.  plan administrators are given the authority to reprice or replace underwater options; repricing guidelines will conform to changes in the NYSE and NASDAQ listing rules.

   AGAINST
THE FUNDS will vote against equity plans that have high average three-year burn rate. (The burn rate is calculated as the total number of stock awards and stock options granted any given year divided by the number of common shares outstanding.) THE FUNDS will define a high average three-year burn rate as the following: The company’s most recent three-year burn rate exceeds one standard deviation of its four-digit GICS peer group segmented by Russell 3000 index and non-Russell 3000 index; and the company’s most recent three-year burn rate exceeds 2% of common shares outstanding. For companies that grant both full value awards and stock options to their employees, THE FUNDS shall apply a premium on full value awards for the past three fiscal years.    AGAINST
Even if the equity plan fails the above burn rate, THE FUNDS will vote for the plan if the company commits in a public filing to a three-year average burn rate equal to its GICS group burn rate mean plus one standard deviation. If the company fails to fulfill its burn rate commitment, THE FUNDS will consider withholding from the members of the compensation committee.    FOR
THE FUNDS will calculate a higher award value for awards that have Dividend Equivalent Rights (DER’s) associated with them.    CASE-BY-CASE
THE FUNDS will generally vote for shareholder proposals requiring performance-based stock options unless the proposal is overly restrictive or the company demonstrates that it is using a substantial portion of performance-based awards for its top executives.    FOR


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THE FUNDS will vote for shareholder proposals asking the company to expense stock options, as a result of the FASB final rule on expensing stock options.    FOR
THE FUNDS will generally vote for shareholder proposals to exclude pension fund income in the calculation of earnings used in determining executive bonuses/compensation.   

FOR

THE FUNDS will generally vote for TSO awards within a new equity plan if the total cost of the equity plan is less than the company’s allowable cap.    FOR
THE FUNDS will generally vote against shareholder proposals to ban future stock option grants to executives. This may be supportable in extreme cases where a company is a serial repricer, has a huge overhang, or has highly dilutive, broad-based (non-approved) plans and is not acting to correct the situation.    AGAINST
THE FUNDS will evaluate shareholder proposals asking companies to adopt holding periods for their executives on a case-by-case basis taking into consideration the company’s current holding period or officer share ownership requirements, as well as actual officer stock ownership in the company.    CASE-BY-CASE
For certain OBRA-related proposals, THE FUNDS will vote for plan provisions that (a) place a cap on annual grants or amend administrative features, and (b) add performance criteria to existing compensation plans to comply with the provisions of Section 162(m) of the Internal Revenue Code.    FOR
In addition, director compensation plans may also include stock plans that provide directors with the option of taking all or a portion of their cash compensation in the form of stock. THE FUNDS will consider these plans based on their voting power dilution.    CASE-BY-CASE
THE FUNDS will generally vote for retirement plans for directors.    FOR
THE FUNDS will evaluate compensation proposals (Tax Havens) requesting share option schemes or amending an existing share option scheme on a case-by-case basis.    CASE-BY-CASE
Stock options align management interests with those of shareholders by motivating executives to maintain stock price appreciation. Stock options, however, may harm shareholders by diluting each owner’s interest. In addition, exercising options can shift the balance of voting power by increasing executive ownership.   


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Bonus Plans   
THE FUNDS will vote for proposals to adopt annual or long-term cash or cash-and-stock bonus plans on a case-by-case basis. These plans enable companies qualify for a tax deduction under the provisions of Section 162(m) of the IRC. Payouts under these plans may either be in cash or stock and are usually tied to the attainment of certain financial or other performance goals. THE FUNDS will consider whether the plan is comparable to plans adopted by companies of similar size in the company’s industry and whether it is justified by the company’s performance.    CASE-BY-CASE
Deferred Compensation Plans   
THE FUNDS will generally vote for proposals to adopt or amend deferred compensation plans as they allow the compensation committee to tailor the plan to the needs of the executives or board of directors, unless    FOR

6.  the proposal is embedded in an executive or director compensation plan that is contrary to guidelines

   AGAINST
Disclosure on Executive or Director Compensation Cap or Restrict Executive or Director Compensation   
THE FUNDS 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.    FOR
THE FUNDS 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.    FOR
THE FUNDS will generally vote against proposals seek to limit executive and director pay.    AGAINST
Tax-Gross-Up Payments   
THE FUNDS will examine on a case-by-case basis proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives.    CASE-BY-CASE
Relocation Benefits   
The FUNDS will not consider relocation benefits as a problematic pay practice in connection with management say-on-pay proposals.   
Exchange Offers/Re-Pricing   
The FUNDS will not vote against option exchange programs made available to executives and directors that are otherwise found acceptable.   
Golden and Tin Parachutes   
THE FUNDS will vote for proposals that seek shareholder ratification of golden or tin parachutes as shareholders should have the opportunity to approve or disapprove of these severance agreements.    FOR


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Alternatively, THE FUNDS will examine on a case-by-case basis proposals that seek to ratify or cancel golden or tin parachutes. Effective parachutes may encourage management to consider takeover bids more fully and may also enhance employee morale and productivity. Among the arrangements that will be considered on their merits are:    CASE-BY-CASE

 

7.  arrangements guaranteeing key employees continuation of base salary for more than three years or lump sum payment of more than three times base salary plus retirement benefits;

 

8.  guarantees of benefits if a key employee voluntarily terminates;

 

9.  guarantees of benefits to employees lower than very senior management; and

 

10.  indemnification of liability for excise taxes.

 

  
By contrast, THE FUNDS will vote against proposals that would guarantee benefits in a management-led buyout.    AGAINST
Stakeholder Laws   
THE FUNDS will vote against resolutions that would allow the Board to consider stakeholder interests (local communities, employees, suppliers, creditors, etc.) when faced with a takeover offer.    AGAINST
Similarly, THE FUNDS will vote for proposals to opt out of stakeholder laws, which permit directors, when taking action, to weight the interests of constituencies other than shareholders in the process of corporate decision-making. Such laws allow directors to consider nearly any factor they deem relevant in discharging their duties.    FOR
Mergers/Acquisitions and Corporate Restructurings   
THE FUNDS will consider proposals on mergers and acquisitions on a case-by-case basis. THE FUNDS will determine if the transaction is in the best economic interests of the shareholders. THE FUNDS will take into account the following factors:    CASE-BY-CASE

11.  anticipated financial and operating benefits;

 

12.  offer price (cost versus premium);

 

13.  prospects for the combined companies;

 

14.  how the deal was negotiated;

 

15.  changes in corporate governance and their impact on shareholder rights.

  
In addition, THE FUNDS will also consider whether current shareholders would control a minority of the combined company’s outstanding voting power, and whether a reputable financial advisor was retained in order to ensure the protection of shareholders’ interests.    CASE-BY-CASE
On all other business transactions, i.e. corporate restructuring, spin-offs, asset sales, liquidations, and restructurings, THE FUNDS will analyze such proposals on a case-by-case basis and utilize the majority of the above factors in determining what is in the best interests of shareholders. Specifically, for liquidations, the cost versus premium factor may not be applicable, but THE FUNDS may also review the compensation plan for executives managing the liquidation.    CASE-BY-CASE


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Appraisal Rights   
THE FUNDS will vote for proposals to restore, or provide shareholders with rights of appraisal.    FOR
Rights of appraisal provide shareholders who are not satisfied with the terms of certain corporate transactions (such as mergers) the right to demand a judicial review in order to determine the fair value of their shares.   
Mutual Fund Proxies   
THE FUNDS will vote mutual fund proxies on a case-by-case basis.    CASE-BY-CASE
Proposals may include, and are not limited to, the following issues:   

16.  eliminating the need for annual meetings of mutual fund shareholders;

 

17.  entering into or extending investment advisory agreements and management contracts;

 

18.  permitting securities lending and participation in repurchase agreements;

 

19.  changing fees and expenses; and

 

20.  changing investment policies.

  


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APPENDIX B

TO

PROXY VOTING POLICIES AND PROCEDURES

Members of Funds Management Proxy Voting Committee

Thomas C. Biwer, CFA

Mr. Biwer has 38 years experience in finance and investments. He has served as an investment analyst, portfolio strategist, and corporate pension officer. He received B.S. and M.B.A. degrees from the University of Illinois and has earned the right to use the CFA designation.

Erik J. Sens, CFA

Mr. Sens has 22 years of investment industry experience. He has served as an investment analyst and portfolio manager. He received undergraduate degrees in Finance and Philosophy from the University of San Francisco and has earned the right to use the CFA designation.

Travis L. Keshemberg, CFA

Mr. Keshemberg has 17 years experience in the investment industry. He has served as a overlay portfolio manager and investment consultant. He holds a Masters Degree from the University of Wisconsin – Milwaukee and Bachelors degree from Marquette University. He has earned the right to use the CFA, CIPM and CIMA designations.

Patrick E. McGuinnis, CFA

Mr. McGuinnis has 12 years of experience in the investment industry as an analyst. He holds B.S. and M.S. degrees in Finance from the University of Wisconsin and has earned the right to use the CFA designation.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

PORTFOLIO MANAGERS

Niklas Nordenfelt, CFA

Mr. Nordenfelt is currently managing director, senior portfolio manager with the Sutter High Yield Fixed Income team at Wells Capital Management. Niklas joined the Sutter High Yield Fixed Income team of Wells Capital Management in February 2003 as investment strategist. Niklas began his investment career in 1991 and has managed portfolios ranging from quantitative-based and tactical asset allocation strategies to credit driven portfolios. Previous to joining Sutter, Niklas was at Barclays Global Investors (BGI) from 1996-2002 where he was a principal. At BGI, he worked on their international and emerging markets equity strategies after having managed their asset allocation products. Prior to this, Niklas was a quantitative analyst at Fidelity and a portfolio manager and group leader at Mellon Capital Management. He earned a bachelor’s degree in economics from the University of California, Berkeley, and has earned the right to use the CFA designation.

Philip Susser

Mr. Susser is currently managing director, senior portfolio manager, and co-head of the Sutter High Yield Fixed Income team at Wells Capital Management. Philip joined the Sutter High Yield Fixed Income team as a senior research analyst in 2001. He has extensive research experience in the cable/satellite, gaming, hotels, restaurants, printing/publishing, telecom, REIT, lodging and distressed sectors. Philip’s investment experience began in 1995 spending three years as a securities lawyer at Cahill Gordon and Shearman & Sterling representing underwriters and issuers of high yield debt. Later, Philip evaluated venture investment opportunities for MediaOne Ventures before joining Deutsche Bank as a research analyst. He received his bachelor’s degree in economics from the University of Pennsylvania and his law degree from the University of Michigan Law School.


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OTHER FUNDS AND ACCOUNTS MANAGED

The following table provides information about the registered investment companies and other pooled investment vehicles and accounts managed by the portfolio manager of the Fund as of the Fund’s most recent year ended April 30, 2020.

Niklas Nordenfelt

 

I manage the following types of accounts:    Other Registered
Investment Companies
     Other Pooled
Investment Vehicles
     Other Accounts  

Number of above accounts

     7        4        23  

Total assets of above accounts (millions)

   $ 1,365.51      $ 263.47      $ 865.46  

performance based fee accounts:

        
I manage the following types of accounts:    Other Registered
Investment Companies
     Other Pooled
Investment Vehicles
     Other Accounts  

Number of above accounts

     0        0        0  

Total assets of above accounts (millions)

   $ 0.0      $ 0.0      $ 0.0  

Philip Susser

 

I manage the following types of accounts:    Other Registered
Investment Companies
     Other Pooled
Investment Vehicles
     Other Accounts  

Number of above accounts

     6        4        23  

Total assets of above accounts (millions)

   $ 652.12      $ 263.47      $ 865.46  

performance based fee accounts:

        
I manage the following types of accounts:    Other Registered
Investment Companies
     Other Pooled
Investment Vehicles
     Other Accounts  

Number of above accounts

     0        0        0  

Total assets of above accounts (millions)

   $ 0.0      $ 0.0      $ 0.0  

MATERIAL CONFLICTS OF INTEREST

The Portfolio Managers face inherent conflicts of interest in their day-to-day management of the Funds and other accounts because the Funds 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 Funds, they may from time to time be inclined to purchase securities, including initial public offerings, for one account but not for a Fund. Additionally, some of the accounts managed by the Portfolio Managers may have different fee structures, including performance fees, which are or have the potential to be higher or lower, in some cases significantly higher or lower, than the fees paid by the Funds. The differences in fee structures may provide an incentive to the Portfolio Managers to allocate more favorable trades to the higher-paying accounts.


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To minimize the effects of these inherent conflicts of interest, the Sub-Advisers have adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that they believe address the potential conflicts associated with managing portfolios for multiple clients and ensure that all clients are treated fairly and equitably. Additionally, some of the Sub-Advisers minimize inherent conflicts of interest by assigning the Portfolio Managers to accounts having similar objectives. Accordingly, security block purchases are allocated to all accounts with similar objectives in proportionate weightings. Furthermore, the Sub-Advisers have adopted a Code of Ethics under Rule 17j-1 of the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) to address potential conflicts associated with managing the Funds and any personal accounts the Portfolio Managers may maintain.

Wells Capital Management

Wells Capital Management’s Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital Management has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.

COMPENSATION

The Portfolio Managers were compensated by their employing sub-adviser from the fees the Adviser paid the Sub-Adviser using the following compensation structure:

Wells Capital Management Compensation. The compensation structure for Wells Capital Management’s Portfolio Managers includes a competitive fixed base salary plus variable incentives (Wells Capital Management utilizes investment management compensation surveys as confirmation). Incentive bonuses are typically tied to pretax relative investment performance of all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the accounts to each account’s individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. In the case of each Fund, the benchmark(s) against which the performance of the Fund’s portfolio may be compared for these purposes generally are indicated in the Performance” sections of the Prospectuses.

BENEFICIAL OWNERSHIP OF THE FUND

The following table shows for each Portfolio Manager the dollar value of the Fund beneficially owned by the Portfolio Manager as of April 30, 2020:

 

Niklas Nordenfelt

   none

Phil Susser

   none


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ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

 

Period

   (a)      (b)      (c)      (d)  
   Total
Number
of Shares
Purchased
     Average Price
Paid per Share
     Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
     Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
 

5/1/2019 to 5/31/2019

     397,424      $ 8.0522        397,424        6,256,519  

6/1/2019 to 6/30/2019

     367,068      $ 8.0600        367,068        5,889,451  

7/1/2019 to 7/31/2019

     25,379      $ 8.2592        25,379        5,864,072  

8/1/2019 to 8/31/2019

     276,756      $ 8.1372        276,756        5,587,316  

9/1/2019 to 9/30/2019

     375,951      $ 8.2089        375,951        5,211,365  

10/1/2019 to 10/31/2019

     639,337      $ 8.1742        639,337        4,572,028  

11/1/2019 to 11/30/2019

     321,702      $ 8.2360        321,702        4,250,326  

12/1/2019 to 12/31/2019

     0        0        —          4,250,326  

1/1/2020 to 1/31/2020

     0        0        —          6,067,233  

2/1/2020 to 2/29/2020

     0        0        —          6,067,233  

3/1/2020 to 3/31/2020

     0        0        —          6,067,233  

4/1/2020 to 4/30/2020

     49,386      $ 6.1051        49,386        6,017,847  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,453,003      $ 7.9041        2,453,003        6,017,847  
  

 

 

    

 

 

    

 

 

    

 

 

 

On November 22, 2019, the Fund announced a renewal of its open-market share repurchase program (the “Buyback Program”). Under the renewed Buyback Program, the Fund may repurchase up to 10% of its outstanding shares in open-market transactions during the period beginning on January 1, 2020 and ending on December 31, 2020.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been implemented since the registrant’s last provided disclosure in response to the requirements of this Item.

 

ITEM 11.

CONTROLS AND PROCEDURES

(a) The President and Treasurer have concluded that the Wells Fargo Income Opportunities Fund (the “Fund”) disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the Fund is made known to them by the appropriate persons based on their evaluation of these controls and procedures as of a date within 90 days of the filing of this report.


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(b) There were no significant changes in the Fund’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the most recent fiscal half-year of the period covered by this report that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURES OF SECURITIES LENDING ACTIVITES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

 

ITEM 13.

EXHIBITS

(a)(1) Code of Ethics.

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Wells Fargo Income Opportunities Fund
By:
  /s/ Andrew Owen
 

Andrew Owen

President

Date:   June 26, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

Wells Fargo Income Opportunities Fund
By:
  /s/ Andrew Owen
  Andrew Owen
  President
Date:   June 26, 2020
By:  
  /s/ Jeremy DePalma
  Jeremy DePalma
  Treasurer
Date:   June 26, 2020
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