SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(A)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the Appropriate Box:
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[X]
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Preliminary
Proxy Statement
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[
]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[]
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Definitive
Proxy Statement
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[
]
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Definitive
Additional Materials
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[
]
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Soliciting
Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
(Name
of Registrant as Specified in Its Charter)
Payment
of filing fee (check the appropriate box):
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[X]
[ ]
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No
fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(a)
Title of each class of securities to which transaction
applies:
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(b)
Aggregate number of securities to which transaction
applies:
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(c)
Per unit price or other underlying value of transaction computed
pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and
state how it was determined):
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(d)
Proposed maximum aggregate value of transaction:
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(e)
Total fee paid:
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[
]
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Fee
paid previously with preliminary material
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[
]
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify
the previous filing by registration statement number, or the Form
or Schedule
and the date of its filing.
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(a)
Amount Previously Paid: ______________
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(b)
Form, Schedule or Registration Statement No.: ____
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(c)
Filing Party: ______________________
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(d)
Date Filed: _______________________
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WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
June
xx, 2021
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Important
Notice
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Dear
Shareholder:
I am
pleased to invite you to a special meeting of shareholders of
the Wells
Fargo Global Dividend Opportunity
Fund (the “Fund”), as detailed in the attached Notice of Special
Meeting of Shareholders
and in the attached Proxy Statement to be held at 525 Market
Street, 12th Floor, San
Francisco, California 94105 on July 15, 2021 at 12:30
p.m. Pacific Time (the “Meeting”). We continue
to monitor the recommendations of public health officials and
governmental restrictions
as the situation continues to evolve in light of the COVID-19
pandemic. If we decide to
hold the meeting at a different time, in a different location, or
partially or entirely by means of remote
communication (i.e., a virtual meeting), we will make an
announcement, as applicable or appropriate.
The
Meeting is being held to approve matters important to the
continuing operations of the Fund. On
February 23, 2021, Wells Fargo & Company (“Wells Fargo”)
announced that it had entered into a definitive
agreement to sell Wells Fargo Asset Management (“WFAM”) to a
holding company affiliated
with private funds of GTCR LLC and Reverence Capital Partners, L.P.
(the “Transaction”). WFAM
is the trade name used by the asset management businesses of Wells
Fargo and includes Wells
Fargo Funds Management, LLC (“Funds Management”), the investment
adviser to the Fund, and
Wells Capital Management Incorporated, the sub-adviser to the Fund
(“Wells Capital”, and together
with Funds Management, the “Advisers”).
Consummation
of the Transaction will result in the automatic termination of the
Fund’s investment advisory
agreement with Funds Management and sub-advisory agreement with
Wells Capital. The Board
of Trustees of the Fund approved a new investment advisory
agreement with Funds Management
and a new sub-advisory agreement with Wells Capital Management,
LLC, and the Fund
is now asking Shareholders to approve the new agreements to replace
the existing agreements that
will terminate. The Transaction is expected to close in the second
half of 2021, subject to customary
closing conditions.
The
Board recommends you vote “IN FAVOR OF” each of the proposals
applicable to your Fund. However,
before you vote, please read the full text of the Proxy Statement
for an explanation of each of the
proposals.
Whether
or not you plan to attend the Meeting, please cast your vote by
mail, by telephone or over Internet,
as promptly as possible. Instructions for the proper execution of
the proxy card, as well as instructions
on how to vote by telephone or over the Internet, are included at
the end of the accompanying
proxy statement. If you have any questions about the proxy
materials, the proposals or
about how to vote your shares, you may call the Fund’s proxy
solicitor, [Proxy
Solicitor Name] at [Proxy
Solicitor Phone]. Thank you for your participation in this
important initiative. Your vote is important
to us, no matter how many shares you own.
Very
truly yours,
Andrew
Owen
President
Wells
Fargo Global Dividend Opportunity Fund
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
JULY 15, 2021
WELLS FARGO GLOBAL DIVIDEND OPPORTUNITY
FUND
(the
“Fund”)
525
Market Street, 12th Floor, San Francisco, California
94105
TO THE SHAREHOLDERS OF THE FUND
Notice
is hereby given that a Special Meeting of Shareholders (the
“Meeting”) of the Fund
will be held on July 15, 2021 at 12:30
p.m. Pacific time, at the offices of the Fund, 525
Market Street, 12th Floor, San Francisco, California 94105. With
respect to the Fund,
the purposes of the Meeting are as follows:
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(1) To
consider and approve a new investment advisory agreement with
Wells Fargo
Funds Management, LLC; |
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(2) To
consider and approve a new investment sub-advisory agreement with
Wells Capital
Management, LLC; |
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(3) To
transact such other business as may properly come before the
Meeting or any
adjournments thereof. |
Shareholders
of record at the close of business on May 28, 2021 will be entitled
to vote
at the Meeting.
You
are welcome to attend the Meeting, but if you cannot do so, please
complete and sign
the enclosed proxy card and return it in the accompanying envelope
as promptly as
possible or vote by telephone or Internet. Any shareholder
attending the Meeting can
vote in person even though a proxy may have already been designated
by the shareholder.
We intend to hold the Meeting in person. However, we are sensitive
to the
public health and travel concerns that shareholders may have
and recommendations
that public health officials may issue in light of the
evolving coronavirus
(COVID-19) situation. As a result, we may impose additional
procedures or limitations
on Meeting attendees or may decide to hold the Meeting in a
different location
or solely by means of remote communication. We plan to announce any
such updates
on our website (www.wfam.com), and we encourage you to check
this website
prior to the Meeting if you plan to attend. Instructions for the
proper execution
of the proxy card, as well as instructions on how to vote by
telephone and Internet,
are set forth at the end of this proxy statement.
THE
BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT
YOU VOTE
IN FAVOR OF THE PROPOSALS OUTLINED ABOVE.
By
Order of the Board of Trustees of the Fund,
Catherine
F. Kennedy, Secretary
June
XX, 2021
WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
PROXY
STATEMENT
This
proxy statement is furnished in connection with the solicitation of
proxies for a Special
Meeting of Shareholders (the “Meeting”) to be held at 525 Market
Street, 12th Floor,
San Francisco, California 94105, the address of the principal
office of the Wells
Fargo
Global Dividend Opportunity Fund (the “Fund”) on July 15, 2021
at 12:30
p.m. Pacific
time. If you wish to participate in the Meeting, you may submit the
proxy card included
with this proxy statement by mail, vote by telephone or the
Internet, or attend
the Meeting in person. (See “Instructions for Executing Proxy Card”
at the end of
this proxy statement for voting instructions.) If you wish to
attend the Meeting in person,
please call (XXX) XXX-XXXX for instructions. We intend to hold the
Meeting in person.
However, we are sensitive to the public health and travel concerns
that shareholders
may have and recommendations that public health officials may issue
in light
of the evolving coronavirus (COVID-19) situation. As a result, we
may impose additional
procedures or limitations on Meeting attendees or may decide to
hold the Meeting
in a different location or solely by means of remote communication.
We plan to
announce any such updates on our website (www.wfam.com), and we
encourage you to
check this website prior to the Meeting if you plan to
attend.
This
proxy statement, the accompanying Notice of Special Meeting of
Shareholders and
the proxy card will be first sent to Shareholders on or about June
xx, 2021.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE
MEETING OF SHAREHOLDERS TO BE HELD ON JULY 15,
2021:
You
may obtain a copy of this proxy statement, the accompanying Notice
of Special
Meeting of Shareholders and the proxy card without charge by
visiting
the website indicated on your proxy card.
PROXY
SOLICITATION
Under
Proposal
1,
shareholders in the Fund are being asked to approve a new
investment
advisory agreement (the “New Investment Advisory Agreement”)
with Wells
Fargo Funds Management, LLC (“Funds Management”).
Under
Proposal
2,
shareholders in the Fund are being asked to approve a new
sub-advisory
agreement (the “New Sub-Advisory Agreement”) with Wells
Capital Management,
LLC (“Wells Capital”, and together with Funds Management,
the “Advisers”).
As
explained in further detail below, Proposals
1 and 2 relate
to a definitive agreement
entered into by Wells Fargo & Company (“Wells Fargo”) to sell
Wells Fargo Asset
Management (“WFAM”) to a holding company (“NewCo”) affiliated with
private funds
of GTCR LLC (“GTCR”) and Reverence Capital Partners, L.P.
(“Reverence Capital”, and
such transaction, the “Transaction”). WFAM is the trade name used
by the asset management
businesses of Wells Fargo and includes the Advisers. In connection
with the
Transaction, Wells Capital Management Incorporated is expected to
convert from a
California corporation to a Delaware limited liability company.
Throughout this
proxy
statement, references to “Wells Capital” refer to Wells Capital
Management Incorporated
for periods before such conversion, and to Wells Capital
Management, LLC
for periods after such conversion.
Consummation
of the Transaction will result in the automatic termination of
the Fund’s
existing investment advisory agreement with Funds Management
and sub-advisory
agreement with Wells Capital. As such, shareholders are being asked
to approve
the New Investment Advisory Agreement with Funds Management and
the New
Sub-Advisory Agreement with Wells Capital to replace the existing
agreements that
will terminate.
Holders
of shares (the “Shares”) of the Fund at the close of business
on May
28, 2021 (the
“Shareholders”) will be entitled to vote at the Meeting on the
proposals set forth in the
accompanying notice. Shareholders of the Fund vote separately on
each proposal
set forth in such notice. You can vote by returning your properly
executed proxy
card in the envelope provided or you may vote by telephone or
Internet by following
the instructions at the end of this proxy statement. When you
complete and sign
your proxy card, the proxies named will vote on your behalf at the
Meeting (or any
adjournments thereof) exactly as you have indicated. If no choice
is specified, your
Shares will be voted IN FAVOR OF the New Investment Advisory
Agreement and the
New Sub-Advisory Agreement. If any other matters are properly
presented at the Meeting
for action, the persons named as proxies will vote in accordance
with the views
of management of the Fund. Any Shareholder who has returned a
properly executed
proxy card, including a broker who may hold Shares on your behalf,
has the right
to revoke it at any time prior to its exercise by attending the
Meeting and voting his or
her Shares in person, by submitting a letter of revocation to the
Fund at the above
address prior to the date of the Meeting or by submitting a
later-dated and properly
executed proxy card to the Fund at the above address prior to the
date of the Meeting.
The
Fund’s Amended and Restated Declaration of Trust (the
“Declaration”) provides that
the holders of thirty three and one-third percent (33 1/3%) of the
Fund’s Shares issued
and outstanding, entitled to vote in person or by proxy, shall
constitute a quorum
for the transaction of business at the Meeting (although a larger
percentage is
required for approval of each proposal). Votes may be cast IN FAVOR
OF or AGAINST each
proposal or you may ABSTAIN from voting. Abstentions, broker
non-votes (i.e., Shares
held by brokers or nominees as to which (i) instructions have not
been received
from the beneficial owners or other persons entitled to vote and
(ii) the broker
or nominee does not have discretionary voting power on a particular
matter), and
votes that are withheld will count for purposes of determining
whether a quorum is
present and will have the effect of a vote against each
proposal.
The
approval of each proposal requires the affirmative vote of a
majority of the outstanding
voting securities of the Fund as defined in the Investment Company
Act of
1940 (the “1940 Act”). The 1940 Act defines the vote of a majority
of the outstanding
voting securities of the Fund to mean the affirmative vote of the
lesser of (a)
67% or more of the Shares of the Fund present at the Meeting, if
more than 50% of
the
outstanding Shares of the Fund are present in person or represented
by proxy at the
Meeting, or (b) more than 50% of the outstanding Shares of the
Fund.
In the
event a quorum is not present at the Meeting or a quorum is present
but sufficient
votes to approve one or more proposals are not received with
respect to the Fund,
the persons named as proxies may propose one or more adjournments
of the Meeting
to permit further solicitation of proxies. The persons named as
proxies will vote
in favor of an adjournment those votes that may be voted in favor
of the proposal.
The persons named as proxies will vote against any such adjournment
those votes
marked against the proposal. The Meeting, whether or not a quorum
is present, may be
adjourned from time to time by the vote of a majority of the
Shares represented
at the Meeting, either in person or by proxy, or by the chair of
the Meeting,
in his or her discretion. Abstentions and broker non-votes will not
be voted on a
motion to adjourn. Any adjourned Meeting may be held within a
reasonable time
after the date of the original Meeting without the necessity of a
further notice. At such
adjourned Meeting at which a quorum is present, any business may
be transacted
which might have been transacted at the Meeting as originally
notified.
Any
one or more proposals for which sufficient favorable votes have
been received by the
time of the Meeting may be acted upon and considered final
regardless of whether
the Meeting is adjourned to permit additional solicitation with
respect to any other
proposal. In certain circumstances in which the Fund has received
sufficient votes
to approve a matter being recommended for approval by the Board of
Trustees of the
Fund (the “Board”), the Fund may request that brokers and nominees,
in their discretion,
withdraw or withhold submission of broker non-votes in order to
avoid the need
for solicitation of additional votes in favor of a
proposal.
[Proxy
Solicitor Name], the Fund’s proxy solicitor, will make proxy
solicitations and will receive
compensation for seeking Shareholder votes and answering
Shareholder questions
in an amount estimated to be [$xxx,xxx] with respect to the
proposals covered
by this proxy statement. Funds Management or one of its affiliates
will bear the
costs associated with this proxy statement including the costs of
preparing, printing,
and mailing this proxy statement, soliciting proxies, and any costs
related to adjournments,
whether or not the Proposals are approved by Shareholders. The
Fund will
not bear any portion of the costs of the Meeting. Proxy
solicitations will be made primarily
by mail, but proxy solicitations may also be made by telephone,
through the Internet
or personal solicitations conducted by officers and employees of
Funds Management,
its affiliates, or other representatives of the Fund (who will not
be paid for
their soliciting activities).
PRINCIPAL
HOLDERS OF FUND SHARES
Shareholders
of record at the close of business on May
28, 2021 (the “Record Date”) are
entitled to vote at the Meeting or any adjournment thereof to the
extent set forth in
this proxy statement. Please see Exhibit A for information
regarding the number of Shares
outstanding for the Fund as of the Record Date.
Each
Shareholder is entitled to one vote for each Share, and a
fractional vote for each fraction
of a Share, as to any matter on which the Share is entitled to
vote.
Please
see Exhibit B for a list of persons reflected on the books and
records of the Fund
as owning beneficially or of record 5% or more of the outstanding
Shares of the Fund
as of the Record Date.
As of
the Record Date, the officers and Trustees of the Fund as a group
beneficially owned
in the aggregate less than 1% of Shares of the Fund and less than
1% of the outstanding
securities of Wells Fargo, the parent company of Funds Management
and Wells
Capital.
INFORMATION
ABOUT THE PROPOSALS
On
February 23, 2021, Wells Fargo announced that it had entered into a
definitive agreement
to sell WFAM to GTCR and Reverence Capital. WFAM is the trade
name used
by the asset management businesses of Wells Fargo and includes
Funds Management
and Wells Capital.
Founded
in 1980, GTCR is a leading private equity firm focused on investing
in growth companies
in the Healthcare, Financial Services & Technology, Technology,
Media & Telecommunications,
and Growth Business Services Industries. The Chicago-based
firm
pioneered The Leaders Strategy™ — finding and partnering with
management leaders
in core domains to identify, acquire, and build market-leading
companies through
transformational acquisitions and organic growth. Since its
inception, GTCR has
invested more than $20 billion in over 250
companies.
Reverence
Capital is a private investment firm focused on thematic investing
in leading
global, middle-market financial services businesses through control
and influence-oriented
investments in five sectors: (1) Depositories and Finance
Companies,
(2) Asset and Wealth Management, (3) Insurance, (4) Capital Markets
and (5)
Financial Technology/Payments. The firm was founded in 2013 by
Milton Berlinski, Peter
Aberg, and Alex Chulack, who collectively bring over 90 years of
advisory and investing
experience across a wide range of financial services
sectors.
In
connection with the Transaction, GTCR and Reverence Capital created
NewCo, a new
portfolio holdings company. In the Transaction, NewCo will acquire
all of the issued
and outstanding equity interests of Wells Fargo Asset Management
Holdings, LLC
(“WFAM Holdings”), the direct parent company of Funds Management
and Wells Capital.
WFAM Holdings’ ownership interest in Wells Capital will be
transferred to NewCo
at closing of the Transaction, but NewCo would transfer such
ownership back to
WFAM Holdings after the Transaction. The Transaction is not
expected to have a material
impact on the advisory business conducted by the Advisers. The
current portfolio
manager(s) and investment teams of the Fund are expected to
continue to manage
the Fund with the same investment objective, investment strategies
and policies.
The Transaction will also not result in any change in investment
objective or principal
investment strategy for the Fund, nor will it result in any change
to the
services
provided to the Fund or to its fees and expenses. Following the
closing of the Transaction,
NewCo expects to announce a new name for each of WFAM
Holdings, Funds
Management and Wells Capital. In connection with the name change to
the legal
entities, it is expected that the Fund will also change names. As
previously noted, in
connection with the Transaction, Wells Capital Management
Incorporated is expected
to convert from a California corporation to a Delaware limited
liability company.
The proposed New Sub-Advisory Agreement that you are being asked
to approve
is with the converted entity, Wells Capital Management,
LLC.
Consummation
of the Transaction will constitute a “change of control” under the
1940 Act
with respect to the Advisers and will result in the automatic
termination of the Fund’s
investment advisory agreement with Funds Management and
sub-advisory agreement
with Wells Capital. The Board approved the New Investment
Advisory Agreement
with Funds Management and the New Sub-Advisory Agreement
with Wells
Capital (the “New Agreements”) to replace the existing agreements
that will terminate
upon the consummation of the Transaction. As such, Shareholders
are being
asked to approve the New Agreements to replace the existing
agreements that will
terminate upon the consummation of the Transaction. The Transaction
is expected
to close in the second half of 2021, subject to customary closing
conditions.
The
Board also approved interim investment advisory and sub-advisory
agreements (the
“Interim Agreements”) to permit continuity of management upon
the consummation
of the Transaction while the solicitation of Shareholder approval
of the New
Agreements continue. The terms of the Interim Agreements are
identical to those
of the Current Investment Advisory Agreement and the Current
Sub-Advisory Agreement
(each as defined below) except for a change to the term and
escrow provisions
required by applicable law. Each Interim Agreement will continue in
effect for a
term ending on the earlier of 150 days from the closing of the
Transaction (the “150-day
period”) or when Shareholders of your Fund approve the
corresponding New
Agreement. Under each Interim Agreement, all investment advisory
or sub-advisory
fees, as applicable, will be held in an escrow account until
Shareholders approve
the corresponding New Agreement. If Shareholders do not approve the
New Investment
Advisory Agreement and the New Sub-Advisory Agreement by the
close of the
Transaction on which date the Current Investment Advisory Agreement
and the Current
Sub-Advisory Agreement terminate, the Interim Agreements may be
relied upon
to replace the Current Investment Advisory Agreement and the
Current Sub-Advisory
Agreement.
Proposal
1: Approval of New Investment Advisory Agreement
At
their meeting on May 17-19th, 2021, the Board approved the New
Investment Advisory
Agreement. The New Investment Advisory Agreement will become
effective upon
the closing of the Transaction, contingent upon Shareholder
approval. The terms
of the New Investment Advisory Agreement are described generally
below, but this
description is qualified entirely by reference to the Form of New
Investment Advisory
Agreement included in Exhibit C. The New Investment Advisory
Agreement
is
substantially similar to the investment advisory agreement that is
currently in effect (the
“Current Investment Advisory Agreement”), and any key differences
between the Current
Investment Advisory Agreement and the New Investment
Advisory Agreement
are outlined below.
Duties
of Investment Adviser. As
with the Current Investment Advisory Agreement, under
the New Investment Advisory Agreement, subject to the supervision
of the Board,
Funds Management manages the investment and reinvestment of the
Fund’s assets
in conformity with its investment objective and restrictions,
selects broker-dealers
for the Fund’s portfolio trades, maintains books and records
as required
by applicable law, participates in class actions, votes proxies on
behalf of the Fund,
and makes regular reports to the Board regarding the Fund’s
performance and other
matters. The key differences between the Current Investment
Advisory Agreement
and the New Investment Advisory Agreement with respect to duties
are that
the New Investment Advisory Agreement:
■ |
streamlines
the provisions outlining the requirement that Funds
Management maintain
certain books and records, although there are no changes to
Funds Management’s
substantive responsibilities; |
■ |
removes
references to Wells Fargo and certain banking laws and
regulations applicable
to Wells Fargo, and removes a provision permitting the use of the
Wells Fargo
name, as references to “Wells Fargo” in the name of the Fund and
the Advisers
will be removed in connection with the
Transaction; |
■ |
clarifies
that, where the effect of a requirement of the 1940 Act reflected
in any provision
of the New Investment Advisory Agreement is modified or interpreted
by any
applicable order or orders of the SEC or any rules or regulations
adopted by, or interpretative
releases of, the SEC thereunder, such provision will be deemed
to incorporate
the effect of such order, rule, regulation or interpretative
release; |
■ |
obligates
Funds Management to notify the Board of any material violation of
any requirement,
provision, policy or restriction under the New Investment
Advisory Agreement,
while the Current Investment Advisory Agreement obligates
Funds Management
to notify the Board of all violations, not just material
violations; and |
■ |
provides
that Funds Management may delegate to sub-advisers, while the
Current
Investment
Advisory Agreement provides that Funds Management will
delegate
to sub-advisers. |
Fees. For
providing these services under the New Investment Advisory
Agreement, Funds
Management would be entitled to receive an investment advisory fee
based on the
Fund’s average daily total assets (defined as net assets of the
Fund plus borrowings
or other leverage for investment purposes to the extent excluded
in calculating
net assets), computed as of the close of business on each business
day by applying
the annual rate indicated on Exhibit C. This fee rate is identical
to the investment
advisory fee rate set forth in the Current Investment Advisory
Agreement. As
such, the investment advisory fee to be paid by the Fund to Funds
Management under
the New Investment Advisory Agreement is the same as the
investment advisory
fee paid by the Fund to Funds Management under the Current
Investment Advisory
Agreement.
Standard
of Care. As
with the Current Investment Advisory Agreement, the New
Investment
Advisory Agreement states that Funds Management will give the
Fund the
benefit of Funds Management’s best judgment and efforts in
rendering its services
to the Fund, and provides that Funds Management will not liable for
any mistake
in judgement and in the absence of willful misfeasance, bad faith,
negligence or
reckless disregard of its obligations or duties, shall not be
subject to liability to the Fund
or to any shareholders of the Fund for any act or omission in the
course of rendering
services, or for any losses that may be sustained in the purchase,
holding or sale
of any security.
Term
and Termination. The
term of the New Investment Advisory Agreement has been
updated
to be effective for an initial two-year term upon Board and
Shareholder approval,
and following this initial two-year term, will continue from year
to year thereafter
so long as the continuance is approved by a vote of the Trustees,
including a
separate vote of a majority of the independent Trustees. As with
the Current Investment
Advisory Agreement, the New Investment Advisory Agreement may
be terminated,
without payment of any penalty, by Funds Management, by the Board,
or by a
majority vote of the outstanding Shares of the Fund upon 60 days
prior written notice.
As with the Current Investment Advisory Agreement, the New
Investment Advisory
Agreement will terminate automatically in the event of its
“assignment” as such
term is defined in the 1940 Act.
Other
Information.
Please refer to Exhibit D for the date on which the Current
Investment
Advisory Agreement was last approved by Shareholders of the Fund.
The date
on which its continuance was last approved by the Trustees was May
19, 2021.
Please
refer to Exhibit E for a list of Funds Management’s current
principal executive officers
and directors.
Proposal
2: Approval of New Sub-Advisory Agreement
At
their meeting on May 17-19th, 2021, the Board approved the New
Sub-Advisory Agreement
with Wells Capital. The New Sub-Advisory Agreement will
become effective
upon the closing of the Transaction, contingent upon Shareholder
approval. The
terms of the New Sub-Advisory Agreement are described generally
below, but this
description is qualified entirely by reference to the Form of New
Sub-Advisory Agreement
included in Exhibit F. The New Sub-Advisory Agreement is
substantially similar
to the sub-advisory agreement with Wells Capital that is currently
in effect (the “Current
Sub-Advisory Agreement”), and there are no key differences between
the Current
Sub-Advisory Agreement and the New Sub-Advisory Agreement other
than applicable
conforming changes to the New Sub-Advisory Agreement to match
those described
in the previous sub-section as key differences between the
Current Investment
Advisory Agreement and the New Investment Advisory
Agreement.
Duties
of Sub-Adviser. As
with the Current Sub-Advisory Agreement, under the New
Sub-Advisory
Agreement, subject to the direction and control of the Board,
Wells Capital
shall manage the investment and reinvestment of the assets of the
Fund and shall
provide management and other services in such manner and to such
extent as
may be
directed from time to time by Funds Management, including
maintaining books
and records relating to portfolio transactions and allocations of
brokerage orders
as required by the 1940 Act, and reporting to the Board at each of
its regular meetings
all material changes in the Fund since the prior report, as well as
important developments
affecting the Fund or Wells Capital and any other such information
as Wells
Capital believes appropriate. In addition, the New Sub-Advisory
Agreement requires
that Wells Capital furnish the Board and Funds Management with
statistical and
analytical information regarding securities held by the Fund, on
Wells Capital’s own
initiative or upon reasonable request by the Board or Funds
Management, which is the
same information that Wells Capital is required to furnish under
the Current Sub-Advisory
Agreement.
As
with the Current Sub-Advisory Agreement, under the New
Sub-Advisory Agreement
Wells Capital would not be responsible for voting proxies or
for participating
in class actions or other legal proceedings on behalf of the Fund
but would
provide assistance as reasonably requested by Funds
Management.
The
key differences between the Current Sub-Advisory Agreement and the
New Sub-Advisory
Agreement with respect to duties are that the New
Sub-Advisory Agreement:
■ |
streamlines
the provisions outlining the requirement that Wells Capital
maintain certain
books and records, although there are no changes to Wells
Capital’s substantive
responsibilities; |
■ |
removes
references to Wells Fargo and certain banking laws and
regulations applicable
to Wells Fargo, and removes the provision permitting the use of
the Wells
Fargo name, as references to “Wells Fargo” in the name of the Fund
and the Advisers
will be removed in connection with the Transaction;
and |
■ |
clarifies
that, where the effect of a requirement of the 1940 Act reflected
in any provision
of the New Sub-Advisory Agreement is modified or interpreted by
any applicable
order or orders of the SEC or any rules or regulations adopted by,
or interpretative
releases of, the SEC thereunder, such provision will be deemed
to incorporate
the effect of such order, rule, regulation or interpretative
release. |
Fees. For
providing these services under the New Sub-Advisory Agreement,
Wells Capital
would be entitled to receive a sub-advisory fee based on the Fund’s
average daily
total assets (defined as net assets of the Fund plus borrowings or
other leverage for
investment purposes to the extent excluded in calculating net
assets), computed as of
the close of business on each business day by applying the annual
rate indicated on
Exhibit F. This sub-advisory fee rate is identical to the
sub-advisory fee rate set forth in the
Current Sub-Advisory Agreement. As such, the sub-advisory fee to be
paid by Funds
Management to Wells Capital under the New Sub-Advisory Agreement is
the same
as the sub-advisory fee paid by Funds Management to Wells Capital
under the Current
Sub-Advisory Agreement. This sub-advisory fee is paid by
Funds Management,
not the Fund.
Standard
of Care. As
with the Current Sub-Advisory Agreement, the New
Sub-Advisory Agreement
states that Wells Capital will give the Fund the benefit of Wells
Capital’s
best
judgment and efforts in rendering its services to the Fund, and
provides that Wells
Capital will not liable for any mistake in judgement and in the
absence of willful misfeasance,
bad faith, negligence or reckless disregard of its obligations or
duties, shall
not be subject to liability to the Fund or to any shareholders of
the Fund for any act or
omission in the course of rendering services, or for any losses
that may be sustained
in the purchase, holding or sale of any security.
Term
and Termination. The
term of the New Sub-Advisory Agreement has been updated
to be effective for an initial two-year term upon Board and
Shareholder approval,
and following this initial two-year term, will continue from year
to year thereafter
so long as the continuance is approved by a vote of the Trustees,
including a
separate vote of a majority of the independent Trustees. As with
the Current Sub-Advisory
Agreement, the New Sub-Advisory Agreement may be terminated,
without
payment of any penalty, by Funds Management, by Wells Capital, by
the Board,
or by a majority vote of the outstanding Shares of the Fund upon 60
days prior written
notice. As with the Current Sub-Advisory Agreement, the New
Sub-Advisory Agreement
will terminate automatically in the event of its “assignment” as
such term is
defined in the 1940 Act.
Other
Information.
Please refer to Exhibit F for the date on which the Fund’s
Current Sub-Advisory
Agreement was last approved by Shareholders. The date on which
its continuance
was last approved by the Trustees was May 19,
2021.
Please
refer to Exhibit H for a list of Wells Capital’s current principal
executive officers and
directors.
BOARD
CONSIDERATIONS
Overview
of the Board Evaluation Process
At a
meeting held on May 13, 17-19, 2021 (the “Board Meeting”), the
Board approved the
continuation of the Fund’s Current Investment Advisory Agreement
and the Current
Sub-Advisory Agreement (collectively, the “Current Agreements”).
Each Trustee
on the Board is not an “interested person” (as defined in the 1940
Act) of the Fund
(collectively, the “Independent Trustees”). The factors considered
and conclusions
reached by the Board in reviewing and approving the continuation of
the Fund’s
Current Agreements will be described in the Fund’s next shareholder
report. Shareholders
are
not being
asked to approve the Current Agreements at the
upcoming
Meeting. The
process followed by the Board in considering and approving
the
continuation of the Current Agreements is referred to herein as the
“2021 Annual Approval
Process.”
As
noted above, the closing will result in a change of control of
Funds Management and
Wells Capital, which will be considered to be an “assignment” of
the Fund’s Current
Agreements under the 1940 Act that will result in the automatic
termination of the
Fund’s Current Agreements. In light of the expected termination of
the Fund’s Current
Agreements upon the closing, at the Board Meeting the Board
also considered
and approved the New Agreements, which are: (i) the New
Investment
Management
Agreement between the Trust, on behalf of the Fund, and
Funds Management;
and (ii) the New Sub-Advisory Agreement among the Trust, on
behalf of the
Fund, Funds Management and Wells Capital (the “Sub-Adviser”), each
of which is
intended to go into effect upon the closing. Shareholders
are being asked to approve
the New Agreements at the upcoming Meeting. The
process followed by the
Board in reviewing and approving the New Agreements is referred to
herein as the
“New Agreement Approval Process.”
At a
series of meetings held in April and May 2021 (collectively, “April
and May 2021 Meetings”)
and at the Board Meeting, the Trustees conferred extensively
among themselves
and with senior representatives of Funds Management, GTCR
and Reverence
Capital about the New Agreements and related matters. The
Board reviewed
and discussed information furnished by Funds Management, GTCR
and Reverence
Capital that the Board considered reasonably necessary to evaluate
the terms
of the New Agreements and the services to be provided. At these
meetings, senior
representatives from Funds Management, GTCR and Reverence Capital
made presentations
to, and responded to questions from, the Board.
In
providing information to the Board in connection with the 2021
Annual Approval Process
and the New Agreement Approval Process, Funds Management, GTCR
and Reverence
Capital (as applicable) were guided by requests for information
submitted by
independent legal counsel on behalf of the Independent Trustees. In
considering and
approving the New Agreements, the Trustees considered the
information they believed
relevant, including but not limited to the information discussed
herein. The Board
considered not only the specific information presented in
connection with the April
and May 2021 Meetings as well as the Board Meeting, but also the
knowledge gained
over time through interaction with Funds Management and the
Sub-Adviser about
various topics. In this regard, the Board reviews reports of Funds
Management at
each of its regular Board meetings, which includes, among other
things, portfolio reviews
and investment performance reports. In addition, the Board confers
with portfolio
managers at various times throughout the year. The Board was
assisted in its evaluation
of the New Agreements by independent legal counsel, from whom
the Independent
Trustees received separate legal advice and with whom the
Independent
Trustees met separately. The Board did not identify any
particular information
or consideration that was all-important or controlling, and
each individual
Trustee may have attributed different weights to various
factors.
Among
other information considered by the Board in connection with the
Transaction was:
■ |
Information
regarding NewCo, GTCR and Reverence Capital: (i)
information about NewCo,
including information about its expected financial condition and
access to capital,
and senior leadership team; (ii) the experience of senior
management at GTCR
and Reverence Capital in acquiring portfolio companies; (iii) the
plan to operationalize
NewCo, including the transition of necessary infrastructure
services through
a transition services agreement with Wells Fargo under which Wells
Fargo will
continue to provide NewCo with certain services for a specified
period of time |
|
after
the closing; and (iv) information regarding regulatory matters,
compliance, and
risk management functions at NewCo, including resources to be
dedicated thereto. |
■ |
Impact
of the Transaction on WFAM and Service
Providers:
(i) information regarding any
changes to personnel and/or other resources of the Advisers as a
result of the Transaction,
including assurances regarding comparable and competitive
compensation
arrangements to attract and retain highly qualified personnel;
and (ii)
information about the organizational and operating structure with
respect to NewCo,
the Advisers and the Fund. |
■ |
Impact
of the Transaction on the Fund and its
Shareholders: (i)
information regarding anticipated
benefits to the Fund as a result of the Transaction; (ii) a
commitment that
the Fund would not bear any expenses, directly or indirectly, in
connection with
the Transaction; (iii) confirmation that the Advisers intend to
continue to manage
the Fund in a manner consistent with the Fund’s current
investment objectives
and principal investments strategies; and (iv) a commitment that
neither NewCo
nor WFAM will take any steps that would impose any “unfair burden”
(as that
term is used in section 15(f)(1)(B) of the 1940 Act) on the Fund as
a result of the Transaction. |
With
respect to the New Agreements, the Board considered: (i) a
representation that, after
the closing, all of the Fund will continue to be managed and
advised by their current
Advisers, and that the same portfolio managers of the Sub-Adviser
are expected
to continue to manage the Fund after the Transaction; (ii)
information regarding
the terms of the New Agreements, including changes as compared to
the Current
Agreements, which are summarized above in the Section titled
Information
about
the Proposals;
(iii) information confirming that the fee rates payable under
the New
Agreements will not increase as a result of the Transaction as
compared to the rates
under the Current Agreements; and (iv) assurances that the
Transaction is not expected
to cause any diminution with respect to the nature, extent and
quality of any of
the services currently provided to the Fund by the Advisers as a
result of the Transaction.
In
addition to considering information furnished specifically to
evaluate the impact of the
Transaction on the Fund and their respective shareholders in
connection with the New
Agreement Approval Process, the Board considered information
furnished at prior
meetings of the Board and its committees, including detailed
information provided
in connection with the 2021 Annual Approval Process. In this
regard, in connection
with the 2021 Annual Approval Process, the Board received
information about
complex-wide and individual Fund performance, fees and expenses,
including: (i) a
report from an independent data provider comparing the
investment performance
of the Fund to the investment performance of comparable funds
and benchmark
indices, over various time periods; (ii) a report from an
independent data provider
comparing the Fund’s total expense ratio (and its components) to
those of comparable
funds; (iii) comparative information concerning the fees charged
and services
provided by the Advisers to the Fund in managing other accounts
(which may
include other mutual funds, collective investment funds and
institutional
accounts),
if any, that employ investment strategies and techniques similar to
those used
in managing such Fund(s); and (iv) profitability analyses of Funds
Management, as
well as the profitability of both WFAM and Wells Fargo from
providing services to the
fund family as a whole.
After
its deliberations, the Board unanimously determined that the
compensation payable
to Funds Management and the Sub-Adviser under the New Agreements
is reasonable,
approved the New Agreements for a two-year term, and voted
to recommend
that Fund shareholders approve the New Agreements at the
Meeting. The
Board considered the approval of the New Agreements as part of
its consideration
of agreements for funds across the complex, but its approvals
were made
on a fund-by-fund basis. The following summarizes a number of
important, but not
necessarily all, factors considered by the Board in support of its
approvals.
Nature, Extent and Quality of
Services
In
connection with the 2021 Annual Approval Process, the Board
received and considered
various information regarding the nature, extent and quality of
services provided
to the Fund by Funds Management and the Sub-Adviser under the
Advisory Agreements.
This information included, among other things, a summary of
the background
and experience of senior management of WFAM, of which Funds
Management
and the Sub-Adviser are a part, and a summary of investments made
in the
business of WFAM. The Board also received a description of Funds
Management’s and
the Sub-Adviser’s business continuity plans, including a summary of
the performance
of such plans and any changes thereto during the COVID-19
pandemic, and of
their approaches to data privacy and
cybersecurity.
The
Board considered the additional services provided to the Fund due
to the fact that
the Fund is a closed-end fund, including, but not limited to,
leverage management
and monitoring, evaluating, and, where appropriate, making
recommendations
with respect to the Fund’s trading discount, share
repurchase program,
managed distribution program, and distribution rates, as well
as shareholder
relations activities
In
connection with the 2021 Annual Approval Process, the Board also
considered the qualifications,
background, tenure and responsibilities of each of the
portfolio managers
primarily responsible for the day-to-day portfolio management of
the Funds.
The Board evaluated the ability of Funds Management and the
Sub-Adviser to attract
and retain qualified investment professionals, including research,
advisory and supervisory
personnel.
In
connection with the 2021 Annual Approval Process, the Board further
considered the
compliance programs and compliance records of Funds Management and
the Sub-Adviser.
In addition, the Board took into account the full range of
services provided
to the Fund by Funds Management and its
affiliates.
In
connection with the New Agreement Approval Process, the Board
considered, among
other information, the structure of the Transaction and expected
impact, if any,
of the Transaction on the operations, facilities, organization and
personnel of the
Advisers.
The Board received assurances from the Advisers that the Fund will
continue to be
advised by its current Advisers after the closing, and that the
same individual portfolio
managers are expected to continue to manage the Funds after the
closing. With
respect to the recruitment and retention of key personnel, the
Board noted information
from GTCR, Reverence Capital and the Advisers regarding the
potential benefits
for employees of joining NewCo. The Board recognized that the
personnel who
had been extended offers may not accept such offers and personnel
changes may
occur in the future in the ordinary course.
In
addition, the Board considered information regarding the
infrastructure, operational
capabilities and support staff in place to assist in the
portfolio management
and operations of the Funds, including the provision of
administrative services,
and the anticipated impact of the Transaction on such matters. The
Board also
considered the business-related and other risks to which the
Advisers may be subject
in managing the Funds and in connection with the Transaction. The
Board also
considered the transition and integration plans as a result of the
change in ownership
of the Advisers from Wells Fargo to NewCo. The Board considered
the resources
and infrastructure that NewCo intends to devote to its compliance
program to
ensure compliance with applicable laws and regulations, as well as
its risk management
program and cybersecurity program. The Board also took into
account assurances
received from the Advisers, GTCR and Reverence Capital that
the Transaction
is not expected to cause any diminution in the nature, extent and
quality of
services provided by the Advisers to the Funds and their
shareholders.
Fund Investment Performance and Expenses
In
connection with the 2021 Annual Approval Process, the Board
considered the investment
performance results for the Fund over various time periods
ended December
31, 2020. The Board considered these results in comparison to
the investment
performance of funds in a universe that was determined by
Broadridge Inc.
(“Broadridge”) to be similar to the Fund (the “Universe”), and in
comparison to the Fund’s
benchmark index and to other comparative data. Broadridge is
an independent
provider of investment company data. The Board received a
description of the
methodology used by Broadridge to select the mutual funds in
the performance
Universe. Where applicable, the Board received information
concerning, and
discussed factors contributing to, underperformance of Funds
relative to the Universe
and benchmark for any underperformance periods.
In
connection with the 2021 Annual Approval Process, the Board also
received and considered
information regarding the Fund’s net operating expense ratio and
its various
components, including actual management fees, custodian and
other non-management
fees. The Board considered this ratio in comparison to the
median ratio
of funds in an expense group that was determined by Broadridge to
be similar to the
Fund (the “Group”). The Board received a description of the
methodology used by Broadridge
to select the mutual funds in the expense Group and an explanation
of how
funds comprising expense groups and their expense ratios may vary
from year-to-year.
In
connection with the New Agreement Approval Process, the Board
received a commitment
that WFAM will maintain fee and expense commitments for at least
two years
after the closing. The Board took into account the Fund’s
investment performance
and expense information among the factors considered in deciding
to approve
the New Agreements.
Investment Advisory and Sub-Advisory Fee
Rates
In
connection with the 2021 Annual Approval Process, the Board
reviewed and considered
the contractual fee rate payable by the Fund to Funds Management
under the
Current Investment Advisory Agreement, both on a stand-alone basis
and on a combined
basis with the Fund’s contractual administration fee rate (the
“Management Rate”).The
Board also reviewed and considered the contractual
investment sub-advisory
fee rate that is payable by Funds Management to the Sub-Adviser
under the
Current Sub-Advisory Agreement for investment sub-advisory services
(the “Sub-Advisory
Fee Rate”).
Among
other information reviewed by the Board in connection with the 2021
Annual Approval
Process, was a comparison of the Fund’s Management Rate with those
of other
funds in the expense Group at a common asset
level.
In
connection with the 2021 Annual Approval Process, the Board also
received and considered
information about the portion of the total advisory fee that was
retained by
Funds Management after payment of the Sub-Advisory Fee Rate. In
assessing the reasonableness
of this amount, the Board received and evaluated information
about the
nature and extent of responsibilities retained and risks assumed by
Funds Management
and not delegated to or assumed by the Sub-Adviser, and about
Funds Management’s
on-going oversight services. Given the affiliation between
Funds Management
and the Sub-Adviser, the Board ascribed limited relevance to
the allocation
of fees between them.
In
connection with the 2021 Annual Approval Process, the Board also
received and considered
information about the nature and extent of services offered and fee
rates charged
by Funds Management and the Sub-Adviser to other types of clients,
if any, with
investment strategies similar to those of the Fund. In this regard,
the Board received
information about the significantly greater scope of services,
and compliance,
reporting and other legal burdens and risks of managing
proprietary mutual
funds compared with those associated with managing assets of other
types of clients,
including third-party sub-advised fund clients and non-mutual fund
clients such
as institutional separate accounts.
In
connection with the New Agreement Approval Process, the Board noted
the assurances
received by it that there would be no increases to any of the
Management Rate
or the Sub-Advisory Fee Rate as a result of the Transaction. The
Board also considered
that the New Agreements do not change the computation method
for calculating
such fees, and there is no present intention to reduce expense
waiver and reimbursement
arrangements that are currently in effect. Based on its
consideration of the
factors and information it deemed relevant, including those
described here, the
Board
determined that the compensation payable to Funds Management under
the New
Management Agreement and to the Sub-Adviser under the New
Sub-Advisory Agreement
was reasonable.
Profitability
In
connection with the 2021 Annual Approval Process, the Board
received and considered
information concerning the profitability of Funds Management, as
well as the
profitability of both WFAM and Wells Fargo from providing services
to the fund family
as a whole. The Board noted that the Sub-Adviser’s profitability
information with
respect to providing services to the Fund and other funds in the
family was subsumed
in the WFAM and Wells Fargo profitability
analysis.
Funds
Management reported on the methodologies and estimates used
in calculating
profitability in connection with the 2021 Annual Approval
Process, including
a description of the methodology used to allocate certain expenses.
Among other
things, the Board noted that the levels of profitability reported
on a fund-by-fund
basis varied widely, depending on factors such as the size, type
and age of
fund.
In
connection with the New Agreement Approval Process, the Board
received certain information
about NewCo’s projected financial condition, and reviewed with
senior representatives
of Funds Management, GTCR and Reverence Capital the
underlying assumptions
on which such information was based. The Board considered
that NewCo
is a newly formed entity, with no historical operations, revenues
or expenses, and
that it is difficult to predict with any degree of certainty the
future profitability of NewCo
and the Advisers from advisory activities under the New Agreements.
The Board
considered that the fee rates payable under the New Agreements will
not increase
as a result of the Transaction as compared to the rates under the
Current Agreements,
and that the current contractual expense limitations applicable to
the Fund
will not increase. The Board noted that if the New Agreements are
approved by shareholders
and the Transaction closes, the Board will have the opportunity in
the future
to review the profitability of NewCo and the Advisers from advisory
activities under
the New Agreements.
Economies of Scale
In
connection with the 2021 Annual Approval Process, the Board
received and considered
information about the potential for Funds Management to
experience economies
of scale in the provision of management services to the Funds,
the difficulties
of calculating economies of scale at an individual fund level, and
the extent to
which potential scale benefits are shared with Fund shareholders.
The Board noted that
the Fund is not engaged in a continuous offering that could help
its assets grow, and
that, as is typical of closed-end funds, there are no breakpoints
in the Management
Rate. Although the Fund would not share in any potential economies
of scale
through contractual breakpoints, the Board noted that Funds
Management shares
potential economies of scale from its management business in a
variety of ways,
including through fee waiver and expense reimbursement
arrangements,
services
that benefit shareholders, competitive management fee rates set at
the outset
without regard to breakpoints, and investments in the business
intended to enhance
services available to shareholders.
In
connection with the New Agreement Approval Process, the Board noted
that NewCo
and the Advisers may benefit from possible growth of the Funds
resulting from
enhanced distribution capabilities. However, the Board noted that
other factors could
also affect the potential for economies of scale, and that it was
not possible to quantify
any potential future economies of scale. However, based upon
the information
furnished to the Board in connection with the 2021 Annual
Approval Process
and the New Agreement Approval Process, the Board concluded that
Funds Management’s
arrangements with respect to the Fund constituted a
reasonable approach
to sharing potential economies of scale with the Fund and its
shareholders.
“Fall-Out” Benefits to Funds Management and the
Sub-Adviser
In
connection with the 2021 Annual Approval Process, the Board
received and considered
information regarding potential “fall-out” or ancillary benefits
received by Funds
Management and its affiliates, including the Sub-Adviser, as a
result of their relationships
with the Funds. Ancillary benefits could include, among others,
benefits directly
attributable to other relationships with the Funds and benefits
potentially derived
from an increase in Funds Management’s and the Sub-Adviser’s
business as a result
of their relationships with the Funds. The Board noted that various
current affiliates
of Funds Management may receive distribution-related fees,
shareholder servicing
payments and sub-transfer agency fees in respect of shares sold or
held through
them and services provided.
In
connection with the 2021 Annual Approval Process, the Board also
reviewed information
about soft dollar credits earned and utilized by the Sub-Adviser,
fees earned
by Funds Management and the Sub-Adviser from managing a
private investment
vehicle for the fund family’s securities lending collateral, and
commissions earned
by an affiliated broker of Wells Fargo from portfolio
transactions.
In
connection with the New Agreement Approval Process, the Board
received information
to the effect that the Transaction is not expected to have a
material impact
on the fall-out benefits currently realized by Funds Management and
its affiliates,
including the Sub-Adviser. The information reviewed by the Board
also noted
that several of the ancillary benefits identified for WFAM would be
potential ancillary
benefits for NewCo, including that the scale and reputation of the
Funds might
benefit NewCo’s broader reputation, product initiatives, technology
investment and
talent acquisition. Based on its consideration of the factors and
information it deemed
relevant, including those described here, the Board did not find
that any ancillary
benefits expected to be received by Funds Management and its
affiliates, including
NewCo and the Sub-Adviser, under the New Agreements were
unreasonable.
Conclusion
At the
Board Meeting, after considering the above-described factors and
based on its deliberations
and its evaluation of the information described above, the
Board unanimously
determined that the compensation payable to Funds Management
and the
Sub-Adviser under the New Agreements is reasonable, approved the
New Agreements
for a two-year term, and voted to recommend that Fund
shareholders approve
the New Agreements at the Meeting.
SECTION
15(F) OF THE 1940 ACT
Section
15(f) of the 1940 Act provides a non-exclusive “safe harbor” for an
investment company’s
adviser or any affiliated persons of the adviser to receive any
amount or benefit
in connection with a change of control of the investment adviser if
two conditions
are met. First, for a period of three years after the change of
control, at least
75% of the investment company’s trustees must not be interested
persons of the adviser
or of the predecessor adviser. Second, there must not be any
“unfair burden” imposed
on the investment company as a result of the transaction or any
express or implied
terms, conditions or understandings relating to the
transaction.
“Unfair
burden” includes any arrangement during the two year period after
the transaction
in which the adviser or predecessor adviser (or any interested
person of them)
receives or is entitled to receive any compensation, directly or
indirectly, from the
investment company or its security holders, other than fees for
bona fide investment
advisory or other services, or from any person in connection with
the purchase
or sale of securities or other property to, from or on behalf of
the investment company,
other than bona fide ordinary compensation as principal underwriter
of the investment
company. Funds Management has informed the Board that neither it,
nor GTCR
or Reverence Capital, after reasonable inquiry, is aware of any
express or implied term,
condition, understanding or any arrangement that would impose an
“unfair burden”
on the Fund as a result of the Transaction. Representatives of
Funds Management
have committed that the Fund will not bear the burden of
expenses relating
to the Transaction, including the costs of this proxy
solicitation.
SERVICE
PROVIDERS
Investment
Adviser. Funds
Management currently serves as the Fund’s investment
adviser.
Funds Management is currently an indirect, wholly owned subsidiary
of Wells Fargo.
The principal business address of Funds Management is 525 Market
Street, San Francisco,
California 94105. After the close of the Transaction, Funds
Management will be a
wholly-owned subsidiary of NewCo, which in turn will be a
subsidiary of GTCR and
Reverence Capital. Please refer to Exhibit I for the investment
advisory fees paid and
waived during the Fund’s most recent fiscal year.
Sub-Adviser.
Wells
Capital currently serves as the Fund’s sub-adviser. Wells Capital
is an indirect,
wholly owned subsidiary of Wells Fargo. The principal business
address of Wells
Capital is 525 Market Street, San Francisco, California 94105. In
connection with the
Transaction, Wells Capital Management Incorporated is expected to
convert from a
California corporation to a Delaware limited liability company.
After the close of the
Transaction,
Wells Capital will be a wholly-owned subsidiary of NewCo, which in
turn will
be a subsidiary of GTCR and Reverence Capital.
Brokerage
Commissions to Affiliates. For
the latest fiscal year, the Fund did not pay any brokerage
commissions to affiliates.
There
will be no changes to the Fund’s other service providers in
connection with the Transaction.
OTHER
BUSINESS
As of
the date of this proxy statement, neither the Fund’s officers nor
Funds Management
are aware of any other business to come before the Meeting other
than as set
forth in the Notice of Special Meeting of Shareholders. If any
other business is properly
brought before the Meeting, or any adjournment thereof, the
persons named
as proxies in the enclosed proxy card will vote in accordance with
the views of management
of the Fund.
REQUIRED
VOTE FOR EACH PROPOSAL
With
respect to the Fund, approval of each proposal requires the
affirmative vote of a majority
of the outstanding voting securities of the Fund as defined in the
1940 Act. The
1940 Act defines the vote of a majority of the outstanding voting
securities of the Fund
to mean the affirmative vote of the lesser of (a) 67% or more of
the Shares of the Fund
present at the Meeting, if more than 50% of the outstanding Shares
of the Fund are
present in person or represented by proxy at the Meeting, or (b)
more than 50% of the
outstanding Shares of the Fund.
ANNUAL
AND SEMI-ANNUAL REPORTS
The
Fund’s annual and semi-annual reports contain additional
information about the Fund
and are available upon request, without charge, by writing to Wells
Fargo Funds, P.O.
Box 219967, Kansas City, MO 64121-9967, by calling 1.800.222.8222
or by visiting the
Wells Fargo Funds website at www.wfam.com.
Shareholder
Proposals
The
only matters to be considered and voted upon at the Meeting are
those discussed herein.
Shareholders may introduce proposals at the Fund’s annual
meeting scheduled
to be held in 2022. Proposals intended to be presented by a
Shareholder at the
annual meeting of Shareholders to be held in 2022 must be received
by the Fund’s Secretary
at the Fund’s principal executive office by September 2, 2021 in
order to be considered
for inclusion in the Fund’s proxy statement and proxy card relating
to that meeting
pursuant to Rule 14a-8 under the Exchange Act. If a Shareholder
wishes to present
a proposal at the annual meeting of Shareholders to be held in 2022
without having
the proposal included in the Fund’s proxy statement, including a
proposal to nominate
any persons for election to the Board, such proposal must be
delivered to the
Fund’s Secretary at the Fund’s principal executive office not
earlier than the close of
business on September 2, 2021 and not later than the close of
business on October
2,
2021. Timely receipt or delivery of a proposal does not necessarily
mean that such proposal
will be included in the Fund’s proxy statement or presented at the
meeting, given
that such inclusion and presentation are subject to various
conditions and requirements,
including those specified by applicable law and by the
Fund’s governing
documents. The Chair of the meeting may refuse to acknowledge
a nomination
or other proposal by a Shareholder that is not made in the
manner described
above.
THE
BOARD OF TRUSTEES OF WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE NEW
INVESTMENT
ADVISORY AGREEMENT AND THE NEW SUB-ADVISORY AGREEMENT.
By
Order of the Board of Trustees of the Fund,
Catherine
F. Kennedy, Secretary
June
XX, 2021
INSTRUCTIONS
FOR EXECUTING PROXY CARD
The
following general rules for signing proxy cards may be of
assistance to you and may
help to avoid the time and expense involved in validating your vote
if you fail to sign
your proxy card properly.
1.
INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
Registration on the
proxy card.
2.
JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform
exactly to a name shown in the Registration on the proxy
card.
3. ALL
OTHER ACCOUNTS: The capacity of the individual signing the proxy
card should be
indicated unless it is reflected in the form of Registration. For
example:
|
|
CORPORATE
ACCOUNTS REGISTRATION
|
VALID
SIGNATURE
|
(1)
ABC Corp.
|
ABC
Corp.
|
(2)
ABC Corp.
|
John
Doe, Treasurer
|
(3)
ABC Corp. c/o John Doe, Treasurer
|
John
Doe
|
(4)
ABC Corp. Profit Sharing Plan
|
John
Doe, Trustee
|
TRUST
ACCOUNTS REGISTRATION
|
|
(1)
ABC Trust
|
Jane
B. Doe, Trustee
|
(2)
Jane B. Doe, Trustee u/t/d 12/28/78
|
Jane
B. Doe, Trustee
|
CUSTODIAL
OR ESTATE ACCOUNTS REGISTRATION
|
|
(1)
John B. Smith, Cust. f/b/o John B. Smith, Jr.
UGMA
|
John
B. Smith
|
(2)
John B. Smith
|
John
B. Smith, Jr., Executor
|
After
completing your proxy card, return it in the enclosed postage-paid
envelope.
OTHER
WAYS TO VOTE YOUR PROXY
(Certain
of the options outlined below may not be available to all
Shareholders. Please
consult your proxy card for a list of the voting methods that are
available to
you).
VOTE
BY TELEPHONE:
1.
Read the prospectus/proxy statement and have your proxy card at
hand.
2.
Call the toll-free number on your proxy card.
VOTE
BY INTERNET:
1.
Read the prospectus/proxy statement and have your proxy card at
hand.
2. Go
to the Web site indicated on your proxy card and follow the voting
instructions.
The
Internet and telephone voting procedures are designed to
authenticate Shareholder
identities, to allow Shareholders to give their voting
instructions, and to confirm
that Shareholders’ instructions have been recorded properly. Please
note that, although
there is no charge to you for voting by telephone or electronically
through the
Internet associated with this prospectus/proxy statement, there may
be costs
associated
with electronic access, such as usage charges from Internet
service providers
and telephone companies, that must be borne by the
Shareholders.
Voting
by telephone or Internet is generally available 24 hours a day. Do
not mail the proxy
card if you are voting by telephone or Internet. If you have any
questions about voting,
please call [Proxy
Solicitor Name], our
proxy solicitor, at [Proxy
Solicitor Phone] (toll
free).
EXHIBIT
A
Number of Shares Outstanding as of the Record
Date
|
|
Fund
|
Shares
Outstanding
|
Wells
Fargo Global Dividend Opportunity Fund
|
|
EXHIBIT
B
Principal Holders of Fund Shares
As
of May
28, 2021, the Depository Trust Company owned of record
approximately 100%
of the outstanding Shares. No other person is reflected on the
books and records
of the Fund as owning beneficially 5% or more of the outstanding
Shares of any
class of the Fund as of [Record Date]. However, the entities listed
below have made
filings with the Securities and Exchange Commission (“SEC”)
disclosing their ownership
of beneficial interests in the outstanding shares of the Fund in
the amounts
set forth opposite their names below. The filings are available at
the SEC’s Web
site (www.sec.gov).
[Table(s)
to be added.]
EXHIBIT
C
Form
Of New Investment Advisory Agreement
This
INVESTMENT
ADVISORY AGREEMENT (this
“Agreement”) is made as of this [ ] day of
[ ], 2021, between Wells Fargo Global Dividend Opportunity Fund
(the “Fund”), a
statutory trust organized under the laws of the State of Delaware
with its principal place
of business at 525 Market Street, 12th Floor, San Francisco,
California 94105 and Wells
Fargo Funds Management, LLC (the “Adviser”), a limited liability
company organized
under the laws of the State of Delaware with its principal place of
business at 525
Market Street, 12th Floor, San Francisco, California
94105.
WHEREAS, the
Fund is registered under the Investment Company Act of 1940,
as amended
(the “1940 Act”), as a closed-end management investment
company;
WHEREAS, the
Adviser is an investment adviser registered with the Securities
and Exchange
Commission (the “Commission”) as such under the Investment Advisers
Act of
1940, as amended (the “Advisers Act”); and
WHEREAS, the
Fund desires that the Adviser provide investment advisory services
to the
Fund, and the Adviser is willing to provide those services on the
terms and conditions
set forth in this Agreement;
NOW
THEREFORE,
the Fund and the Adviser agree as follows:
Section
1. Appointment of the Adviser. The
Fund is engaged in the business of investing
and reinvesting its assets in securities of the type and in
accordance with the
limitations specified in its Declaration of Trust, as amended and
supplemented from
time to time, By-Laws (if any) and one or more of its Registration
Statement(s) filed
with the Commission under the 1940 Act and the Securities Act of
1933 (the “Securities
Act”), including any representations made in the prospectus
and statement
of additional information relating to the Fund contained therein
and as may be
amended or supplemented from time to time, all in such manner and
to such extent
as may from time to time be authorized by the Fund’s Board of
Trustees (the “Board”).
The
investment authority granted to the Adviser shall include the
authority to exercise
whatever powers the Fund may possess with respect to any of its
assets held by the
Fund, including, but not limited to, the power to exercise rights,
options, warrants,
conversion privileges, redemption privileges, and to tender
securities pursuant
to a tender offer, and participate in class actions and other legal
proceedings on
behalf of the Fund.
The
Fund hereby appoints the Adviser, subject to the direction and
control of the Board,
to manage the investment and reinvestment of the assets in the Fund
and, without
limiting the generality of the foregoing, to provide the other
services specified
in Section 2 hereof.
Section
2. Duties of the Adviser.
(a)
The Adviser shall make decisions with respect to all purchases and
sales of securities
and other investment assets for the Fund. Among other things, the
Adviser shall
make all decisions with respect to the allocation of the Fund’s
investments in various
securities or other assets, in investment styles and, if
applicable, in other investment
companies or pooled vehicles in which the Fund may invest. To carry
out such
decisions, the Adviser is hereby authorized, as agent and
attorney-in-fact for the Fund,
for the account of, at the risk of and in the name of the Fund, to
place orders and
issue instructions with respect to those transactions of the Fund.
In all purchases, sales
and other transactions in securities for the Fund, the Adviser is
authorized to exercise
full discretion and act for the Fund in the same manner and with
the same force
and effect as the Fund might or could do with respect to such
purchases, sales or
other transactions, as well as with respect to all other things
necessary or incidental to the
furtherance or conduct of such purchases, sales or other
transactions.
(b)
The Adviser will report to the Board at each regular meeting
thereof regarding the investment
performance of the Fund since the prior report, and will also keep
the Board
informed of important developments affecting the Fund and the
Adviser, and on
its own initiative will furnish the Board from time to time with
such information as the
Adviser may believe appropriate, whether concerning the individual
companies whose
securities are held by the Fund, the industries in which they
engage, or the economic,
social or political conditions prevailing in each country in which
the Fund maintains
investments. The Adviser will also furnish the Board with such
statistical and analytical
information with respect to securities in the Fund as the Adviser
may believe
appropriate or as the Board reasonably may
request.
The
Adviser shall promptly notify the Fund of (i) any changes regarding
the Adviser that
would impact disclosure in the Fund’s Registration Statement(s), or
(ii) any material
violation of any requirement, provision, policy or restriction that
the Adviser is
required to comply with under Section 6 of this Agreement. The
Adviser shall immediately
notify the Fund of any legal process served upon it in connection
with its activities
hereunder, including any legal process served upon it on behalf of
the Fund.
(c)
The Adviser may from time to time employ or sub-contract the
services to certain persons
as the Adviser believes to be appropriate or necessary to assist in
the execution
of the Adviser’s duties hereunder; provided, however, that the
employment or
sub-contracting with any such person shall not relieve the Adviser
of its responsibilities
or liabilities hereunder and provided further that the Adviser
shall not have
the authority to sub-contract advisory responsibilities without the
consent of the
Fund. The cost of performance of such duties will be borne and paid
by the Adviser.
No obligation may be imposed on the Fund in any such
respect.
The
Adviser shall supervise and monitor the activities of its
representatives, personnel, sub-contractors,
and agents in connection with the execution of its duties
and obligations
hereunder. The appropriate personnel of the Adviser will be
made available
to consult with the Board at reasonable times and upon reasonable
notice concerning
the business of the Fund.
Section
3. Delivery of Documents to the Adviser. The
Fund has furnished the Adviser
with true, correct and complete copies of the following
documents:
(a)
The Declaration of Trust, as in effect on the date
hereof;
(b)
The Registration Statement(s) filed with the Commission under the
1940 Act and the
Securities Act; and
(c)
Written guidelines, policies and procedures adopted by the
Fund.
The
Fund will furnish the Adviser with all future amendments and
supplements to the foregoing
as soon as practicable after such documents become available. The
Fund shall
furnish the Adviser with any further documents, materials or
information that the
Adviser may reasonably request in connection with the performance
of its duties hereunder.
Section
4. Delegation of Responsibilities. The
Adviser may carry out any of its obligations
under this Agreement by employing, subject to supervision by
the Adviser,
one or more sub-adviser(s) who are registered as investment
advisers pursuant
to the Investment Advisers Act of 1940 (“Sub-Advisers”). Each
Sub-Adviser’s employment
will be evidenced by a separate written agreement approved by
the Board
and if required, receiving any other approvals required under the
1940 Act (unless
the Commission or its staff has given or issued authorization,
relief, guidance, or
interpretation dispensing with any such requirement). The Adviser
shall not be liable
hereunder for any act or omission of any Sub-Adviser, except for
failure to exercise
good faith in the employment of the Sub-Adviser and for failure to
exercise appropriate
supervision of such Sub-Adviser, and as may otherwise be agreed
in writing.
The Adviser shall be solely responsible for compensating any
Sub-Adviser for services
rendered under any Sub- Advisory Agreement. The Adviser may, from
time to time
and at any time, terminate any Sub-Advisory Agreement and reassume
the responsibilities
assigned to such Sub-Adviser with respect to any Fund
without obtaining
the approval of the shareholders of the Fund.
Section
5. Control by Board. Any
investment advisory activities undertaken by the Adviser
pursuant to this Agreement, as well as any other activities
undertaken by the Adviser
on behalf of the Fund, shall at all times be subject to the
direction and control of the
Board.
Section
6. Compliance with Applicable Requirements. In
carrying out its obligations
under this Agreement, the Adviser shall at all times comply
with:
(a)
all applicable provisions of the 1940 Act, the Advisers Act and any
rules and regulations
adopted thereunder;
(b)
the Registration Statement(s) of the Fund, as it or they may be
amended from time to
time (including any information transmitted to shareholders
pursuant to Rule 8b-16
under the 1940 Act), filed with the Commission under the Securities
Act and the
1940 Act;
(c)
the provisions of the Declaration of Trust of the Fund, as it may
be amended from time
to time;
(d)
the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the
Fund, and any rules and regulations adopted thereunder;
and
(e)
any other applicable provisions of state or federal law, and any
rules and regulations
adopted thereunder.
Section
7. Proxies. The
Adviser shall have responsibility to vote proxies solicited
with respect
to issuers of securities in which assets of the Fund are invested
in accordance with
the Fund’s policies on proxy voting.
Section
8. Broker-Dealer Relationships. In
connection with the purchase and sale of securities
for the Fund, the Adviser is responsible for broker-dealer
selection and negotiation
of brokerage commission rates. The Adviser’s primary consideration
in effecting
a security transaction will be to seek the best price and
execution. In selecting
a broker-dealer to execute each particular transaction for the
Fund, the Adviser
will consider among other things: the best net price available, the
reliability, integrity
and financial condition of the broker-dealer; the size of and
difficulty in executing
the order; the value of the expected contribution of the broker-
dealer to the
Fund on a continuing basis; and any applicable policies and
procedures approved by the
Board. Accordingly, the price to the Fund in any transaction may be
less favorable
than that available from another broker-dealer if the difference
is reasonably
justified by other aspects of the portfolio execution services
offered. Subject
to such policies as the Board may from time to time determine, the
Adviser shall
not be deemed to have acted unlawfully or to have breached any duty
created by
this Agreement or otherwise solely by reason of having caused the
Fund to pay a broker
or dealer that provides brokerage and research services to the
Adviser an amount
of commission for effecting a portfolio investment transaction in
excess of the
amount of commission another broker or dealer would have charged
for effecting that
transaction, if the Adviser determines in good faith that such
amount of commission
was reasonable in relation to the value of the brokerage, research
and other
services provided by such broker or dealer, viewed in terms of
either that particular
transaction or the overall responsibilities of the Adviser with
respect to the Fund
and to other clients of the Adviser. The Adviser is further
authorized to allocate the
orders placed by it on behalf of the Fund to brokers and dealers
who also provide brokerage
and research services within the meaning of Section 28(e) of the
Securities Exchange
Act of 1934 and in compliance therewith. Such allocation shall be
in such amounts
and proportions as the Adviser shall determine and the Adviser will
report on
said allocations regularly to the Board, indicating the brokers to
whom such allocations
have been made and the basis therefore.
Section
9. Expenses. All
of the ordinary business expenses incurred in the operations
of the
Fund and the offering of its securities shall be borne by the Fund
unless specifically
provided otherwise in this Agreement or otherwise agreed by the
Adviser and
the Fund. The expenses borne by the Fund include, but are not
limited to, brokerage
commissions, taxes, legal, auditing or governmental fees, the cost
of preparing
share certificates, custodian, transfer agent and registrar costs,
all stock exchange
listing expenses, expense of issue, sale, and repurchase of
securities,
expenses
of registering and qualifying shares for sale, expenses relating to
trustees and
shareholder meetings, the cost of preparing and distributing
reports, notices to Fund
shareholders, the fees and other expenses incurred by the Fund in
connection with
membership in investment company organizations and the cost of
making prospectuses
and statements of additional information available to the
Fund’s shareholders.
The
Adviser shall pay its own expenses in connection with the services
to be provided by it
pursuant to this Agreement and shall, at its own expense, provide
its own office space,
facilities and equipment. In addition, the Adviser shall be
responsible for reasonable
out- of-pocket costs and expenses incurred by the Fund: (a) to
prepare press
releases or to amend the Fund’s registration statement or
supplement the Fund’s
prospectus, and circulate the same, to reflect a change in the
personnel of the Adviser
responsible for making investment decisions in relation to the
Fund; (b) to obtain
approval required by the 1940 Act of a new sub-advisory agreement
as a result of a
“change in control” (as such term in defined in Section 2(a)(9) of
the 1940 Act) of the
Adviser, if required pursuant to the 1940 Act, the Securities Act,
or any other applicable
statute, law, rule or regulation, as a result of such change; or
(c) to meet other
legal or regulatory obligations caused by actions of the
Adviser.
Section
10. Compensation.
As
compensation for the advisory services provided under this
Agreement, the Fund shall
pay the Adviser fees at the annual rates indicated on Schedule A
hereto, as such Schedule
may be amended or supplemented from time to time.
Section
11. Standard of Care. The
Fund will expect of the Adviser, and the Adviser will
give the Fund the benefit of, the Adviser’s best judgment and
efforts in rendering its
services to the Fund, and the Adviser shall not be liable hereunder
for any mistake in
judgment. In the absence of willful misfeasance, bad faith,
negligence or reckless disregard
of obligations or duties hereunder on the part of the Adviser or
any of its officers,
directors, employees or agents, the Adviser shall not be subject to
liability to the
Fund or to any other person for any act or omission in the course
of, or connected with,
rendering services hereunder or for any losses that may be
sustained in the purchase,
holding or sale of any security.
Section
12. Non-Exclusivity. The
services of the Adviser to the Fund are not to be
deemed
to be exclusive, and the Adviser shall be free to render investment
advisory or
other services to others (including other investment companies) and
to engage in other
activities. It is understood and agreed that officers or directors
of the Adviser may
serve as officers and directors of the Fund, and that officers or
directors of the Fund
may serve as officers or directors of the Adviser, to the extent
that such services may be
permitted by law, and that the officers and directors of the
Adviser are not prohibited
from engaging in any other business activity or from rendering
services to any
other person, or from serving as partners, officers, directors or
trustees of any other
firm or trust, including other investment advisory
companies.
The
Adviser may include the Fund in its representative client
list.
Section
13. Records. The
Adviser shall prepare and maintain, or cause to be prepared
and
maintained, in such form, for such periods and in such locations as
may be required
by applicable law, all documents and records relating to the
services provided
by the Adviser pursuant to this Agreement required to be prepared
and maintained
by the Fund pursuant to the rules and regulations of any national,
state, or local
government entity with jurisdiction over the Fund, including the
Commission and
the Internal Revenue Service. The Adviser shall maintain records
relating to portfolio
transactions and the placing and allocation of brokerage orders,
including with
respect to orders the Adviser places for the purchase and sale of
portfolio securities
of the Fund, as are required to be maintained by the Fund under the
1940 Act,
as well as such records as the Fund’s administrator reasonably
requests to be maintained,
including, but not limited to, trade tickets and confirmations for
portfolio trades.
All such records shall be maintained in a form acceptable to the
Fund and in compliance
with the provisions of Rule 31a-1 or any successor rule. The books
and records
pertaining to the Fund which are in possession of the Adviser shall
be the property
of the Fund. The Fund, or the Fund’s authorized representative,
shall have access
to such books and records at all times during the Adviser’s normal
business hours.
Upon the reasonable request of the Fund, copies of any such books
and records
shall be provided promptly by the Adviser to the Fund or the
Fund’s authorized
representatives.
Section
14. Term and Approval. This
Agreement shall become effective with respect to the
Fund for an initial two-year term after being approved in
accordance with the requirements
of the 1940 Act, and executed by the Adviser and the Fund, and
shall thereafter
continue from year to year, provided that the continuation of
the Agreement
is specifically approved in accordance with the requirements of the
1940 Act,
which currently requires that the continuation be approved at least
annually:
(a) by
the Board, or by the vote of “a majority of the outstanding voting
securities” of the
Fund (as defined in Section 2(a)(42) of the 1940 Act),
and
(b) by
the affirmative vote of a majority of the Fund’s Trustees who are
not parties to this
Agreement or “interested persons” (as defined in the 1940 Act) of a
party to this Agreement
(other than as Trustees of the Fund), by votes cast in person at a
meeting specifically
called for such purpose.
Section
15. Termination. As
required under the 1940 Act, this Agreement may be
terminated
with respect to the Fund at any time, without the payment of any
penalty, by
vote of the Board or by vote of a majority of the Fund’s
outstanding voting securities,
or by the Adviser, on sixty (60) days’ written notice to the other
party. The notice
provided for herein may be waived by the party entitled to receipt
thereof. This Agreement
shall automatically terminate in the event of its assignment, the
term “assignment”
for purposes of this paragraph having the meaning defined in
Section 2(a)(4)
of the 1940 Act, as it may be interpreted by the Commission or its
staff in interpretive
releases, or by the Commission staff in no-action letters issued
under the 1940
Act.
This
Agreement may also be terminated immediately by the Fund or the
Adviser in the
event that either party (i) breaches a material term of this
Agreement; or (ii) commits
a material violation of any governing law or regulation; or (iii)
engages in conduct
that would have a material adverse effect upon the reputation or
business prospects
of such other party.
Section
16. Indemnification by the Adviser. The
Fund shall not be responsible for, and
the Adviser shall indemnify and hold the Fund or any Fund harmless
from and against,
any and all losses, damages, costs, charges, counsel fees,
payments, expenses and
liability arising out of or attributable to the willful
misfeasance, bad faith, negligent
acts or reckless disregard of obligations or duties on the part of
the Adviser or any
of its officers, directors, employees or agents.
Section
17. Indemnification by the Fund. In
the absence of willful misfeasance, bad faith,
negligence or reckless disregard of duties hereunder on the part of
the Adviser or any
of its officers, directors, employees or agents, the Fund hereby
agrees to indemnify
and hold harmless the Adviser against all claims, actions, suits
or proceedings
at law or in equity whether brought by a private party or a
governmental department,
commission, board, bureau, agency or instrumentality of any
kind, arising
from the advertising, solicitation, sale, purchase or pledge of
securities, whether
of the Fund or other securities, undertaken by the Fund, its
officers, directors, employees
or affiliates, resulting from any violations of the securities
laws, rules, regulations,
statutes and codes, whether federal or of any state, by the Fund,
its officers,
directors, employees or affiliates.
Section
18. Notices. Each
party giving or making any notice, request, demand or
other
communication (each, a “Notice”) pursuant to this Agreement must
give the Notice
in writing and use one of the following methods of delivery:
personal delivery, U.S.
mail, internationally recognized overnight courier (with all fees
prepaid), facsimile or
e-mail. Any party giving a Notice shall address the Notice to the
appropriate Person at the
receiving party at the address listed below or to another address
as designated by a
party in a Notice pursuant to this Clause:
If to
the Trust:
525
Market Street, 12th Floor
San
Francisco, California 94105
If to
the Adviser:
525
Market Street, 12th Floor
San
Francisco, California 94105
Section
19. Questions of Interpretation. Any
question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term
or provision of the 1940 Act shall be resolved by reference to such
terms or provision
of the 1940 Act and to interpretations thereof, if any, by the
United States Courts
or in the absence of any controlling decision of any such court, by
rules, regulations
or orders of the Commission, interpretations of the Commission or
its
staff,
or Commission staff no-action letters, issued pursuant to the 1940
Act. In addition,
where the effect of a requirement of the 1940 Act reflected in any
provision of
this Agreement is modified or interpreted by any applicable order
or orders of the Commission
or any rules or regulations adopted by, or interpretative releases
of, the Commission
thereunder, such provision will be deemed to incorporate the effect
of such
order, rule, regulation or interpretative release. The duties and
obligations of the parties
under this Agreement shall be governed by and construed in
accordance with the
laws of the State of Delaware to the extent that state law is not
preempted by the provisions
of any law of the United States heretofore or hereafter
enacted.
Section
20. Amendment of this Agreement. No
provision of this Agreement may be amended,
changed, waived, discharged or terminated orally, but only by
an instrument
in writing signed by the party against which enforcement of the
change, waiver,
discharge or termination is sought. No amendment shall become
effective until
approved in accordance with applicable requirements under the 1940
Act.
Section
21. Risk Acknowledgement. The
Adviser does not guarantee the future performance
of the Fund or any specific level of performance, the success of
any investment
decision or strategy that the Adviser may use, or the success of
the Adviser’s
overall management of the Fund. The Fund understands that
investment decisions
made for the Fund by the Adviser are subject to various market,
currency, economic
and business risks, and that those investment decisions will not
always be profitable.
The Adviser will manage only the securities, cash and other
investments for which
management responsibility is delegated to it and which are held in
the Fund’s account(s)
and, in making investment decisions for the Fund, the Adviser will
not consider
any other securities, cash or other investments owned by the
Fund.
Section
22. No Third Party Beneficiaries.
Nothing in this Agreement shall be deemed
to confer on any person other than the parties hereto any benefits,
rights, remedies,
obligations or liabilities under or by reason of this Agreement. No
person shall
be deemed to be a third-party beneficiary of this
Agreement.
Section
23. Miscellaneous.
(a) If
any term or provision of this Agreement or the application thereof
to any person or
circumstance is held to be invalid or unenforceable to any extent,
the remainder of this
Agreement or the application of such provision to other persons or
circumstances shall
not be affected thereby and shall be enforced to the fullest extent
permitted by law.
(b)
This Agreement may be executed by the parties hereto in any number
of counterparts,
and all of said counterparts taken together shall be deemed
to constitute
one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in
duplicate by their respective officers on the day and year first
written above.
WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
By:
Name:
Title:
WELLS
FARGO FUNDS MANAGEMENT, LLC
By:
Name:
Title:
SCHEDULE
A
WELLS
FARGO FUNDS MANAGEMENT, LLC
INVESTMENT
ADVISORY AGREEMENT
As
compensation for the Adviser’s services to the Fund during the
period of this Agreement,
the Fund will pay to the Adviser a fee at the annual rate of 0.85%
of its average
daily total assets (defined as net assets of the Fund plus
borrowings or other leverage
for investment purposes to the extent excluded in calculating net
assets).
The
Adviser’s fee is computed as of the close of business on each
business day.
Approved
as of [ ], 2021
The
foregoing fee schedule is agreed to as of [ ], 2021 and shall
remain in effect until changed
in writing by the parties.
WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
By:
Name:
Title:
WELLS
FARGO FUNDS MANAGEMENT, LLC
By:
Name:
Title:
EXHIBIT
D
Date
of Last Shareholder Approval of Current Investment
Management Agreement
|
|
Fund
|
Date
of Last Shareholder
Approval
|
Wells
Fargo Global Dividend Opportunity Fund
|
July
9, 2010
|
EXHIBIT
E
Current
Funds Management Officers and Directors
The
name and principal occupation of Funds Management’s principal
executive officers
and directors as of the date of this proxy statement are set forth
below. The business
address of each such officer and/or director is 525 Market Street,
San Francisco,
California 94105.
Robert
Guerin, Senior Vice President and Chief Compliance
Officer
Paul
Haast, Senior Vice President, Head of Product Development and
External Investments,
and Manager
Molly
McMillin, Chief Financial Officer
Andrew
Owen, President, CEO and Manager
Michelle
Rhee, Secretary
EXHIBIT
F
Form
Of New Sub-Advisory Agreement
This
SUB-ADVISORY
AGREEMENT (the
“Agreement”) is made as of this [ ] day of [ ], 2021
by and among Wells Fargo Global Dividend Opportunity Fund (the
“Fund”), a statutory
trust organized under the laws of the State of Delaware with its
principal place
of business at 525 Market Street, 12th Floor, San Francisco,
California 94105, Wells
Fargo Funds Management, LLC (the “Adviser”), a limited liability
company organized
under the laws of the State of Delaware with its principal place of
business at 525
Market Street, 12th Floor, San Francisco, California 94105, and
Wells Capital Management,
LLC (the “Sub-Adviser”), a limited liability company organized
under the laws
of the State of Delaware with its principal place of business at
525 Market Street, 12th
Floor, San Francisco, California 94105.
WHEREAS, the
Adviser and the Sub-Adviser are registered investment advisers
under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”);
and
WHEREAS, the
Fund is engaged in business as an closed-end investment
company and is
registered under the Investment Company Act of 1940, as amended
(the “1940 Act”);
and
WHEREAS, the
Fund’s Board of Trustees (the “Board”) has engaged the Adviser
to perform
investment advisory services for the Fund under the terms of an
investment advisory
agreement, dated [ ], 2021, between the Adviser and the Fund (the
“Advisory Agreement”);
and
WHEREAS, the
Adviser, acting pursuant to the Advisory Agreement, wishes to
retain the
Sub-Adviser, and the Fund’s Board has approved the retention of the
Sub-Adviser, to
provide investment advisory services to the Fund, and the
Sub-Adviser is willing to provide
those services on the terms and conditions set forth in this
Agreement;
NOW
THEREFORE,
the Fund, the Adviser and Sub-Adviser agree as
follows:
Section
1. Appointment of Sub-Adviser. The
Fund is engaged in the business of investing
and reinvesting its assets in securities of the type and in
accordance with the
limitations specified in its Declaration of Trust, as amended or
supplemented from time
to time, By-Laws (if any) and Registration Statement(s) filed with
the Securities and
Exchange Commission (the “Commission”) under the 1940 Act and the
Securities Act of
1933 (the “Securities Act”), including any representations made in
the prospectus
and statement of additional information relating to the Fund
contained therein
and as may be amended or supplemented from time to time, all in
such manner
and to such extent as may from time to time be authorized by the
Board.
Subject
to the direction and control of the Board, the Adviser manages
the investment
and reinvestment of the assets of the Fund and provides for
certain management
and other services as specified in the Advisory
Agreement.
Subject
to the direction and control of the Board and the Adviser, the
Sub-Adviser shall
manage the investment and reinvestment of that portion of the
assets of the Fund
identified from time to time by the Board or the Adviser (the “WCM
Portion”) as
specified
in this Agreement, and shall provide the management and other
services specified
below in Section 2(a), all in such manner and to such extent as may
be directed
in writing from time to time by the Adviser. Notwithstanding
anything in this Agreement
to the contrary, the Adviser shall be responsible for compliance
with any statute,
rule, regulation, guideline or investment restriction that applies
to the Fund’s investment
portfolio as a whole and the Sub-Adviser’s responsibility and
liability shall be
limited to following any written instruction the Sub-Adviser
receives from the Adviser.
The
investment authority granted to the Sub-Adviser shall include the
authority to exercise
whatever powers the Fund may possess with respect to any of the
assets of the
Fund’s WCM Portion, including, but not limited to, the power to
exercise rights, options,
warrants, conversion privileges, redemption privileges, and to
tender securities
pursuant to a tender offer. The Sub-Adviser shall not, however,
be responsible
for voting proxies, for participating in class actions and/or other
legal proceedings
on behalf of the Fund, but will provide such assistance as is
reasonably requested
in writing by the Adviser.
Section
2. Duties, Representations and Warranties of the
Sub-Adviser.
(a)
The Sub-Adviser shall make decisions with respect to all purchases
and sales of securities
and other investment assets for the WCM Portion. To carry out
such decisions,
the Sub-Adviser is hereby authorized, as agent and attorney-in-fact
for the Fund,
for the account of, at the risk of and in the name of the Fund, to
place orders and
issue instructions with respect to those transactions of the Fund.
In all purchases, sales
and other transactions in securities and other assets for the Fund,
the Sub-Adviser
is authorized to exercise full discretion and act for the Fund and
instruct the
Fund’s custodian (the “Custodian”) in the same manner and with the
same force and
effect as the Fund might or could do with respect to such
purchases, sales or other
transactions, as well as with respect to all other things necessary
or incidental to the
furtherance or conduct of such purchases, sales or other
transactions.
The
Sub-Adviser acknowledges that the Fund and other mutual funds
advised by the Adviser
(collectively, the “fund complex”) may engage in transactions with
certain sub-advisers
in the fund complex (and their affiliated persons) in reliance
on exemptions
under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the
1940 Act.
Accordingly, the Sub-Adviser hereby agrees that it will not consult
with any other sub-adviser
of a fund in the fund complex, or an affiliated person of a
sub-adviser, concerning
transactions for a fund in securities or other fund assets. The
Sub-Adviser shall
be limited to managing only the WCM Portion, and shall not consult
with the sub-adviser
as to any other portion of the Fund’s portfolio concerning
transactions for the
Fund in securities or other Fund assets.
(b)
Following the close of each calendar quarter, the Sub-Adviser will
report to the Board
regarding the investment performance of the WCM Portion since the
prior report,
and will also keep the Board informed of important developments
known by it to
affect the WCM Portion and the Sub-Adviser, and on its own
initiative will furnish the
Board and the Adviser from time to time with such information as
the
Sub-Adviser,
in its sole discretion, believes appropriate, whether concerning
the individual
companies whose securities are held by the Fund in the WCM Portion,
the industries
in which they engage, or the economic, social or political
conditions prevailing
in each country in which the Fund maintains investments. The
Sub-Adviser will
also furnish the Board and the Adviser with such statistical and
analytical information
with respect to securities held by the Fund as the Sub-Adviser, in
its sole discretion,
believes appropriate or as the Board or the Adviser may reasonably
request in
writing.
The
Sub-Adviser shall promptly notify the Adviser of (i) any material
changes regarding
the Sub-Adviser that would impact disclosure in the Fund’s
Registration Statement(s),
or (ii) any material violation of any requirement, provision,
policy or restriction
that the Sub-Adviser is required to comply with under Section 6 of
this Agreement.
The Sub-Adviser shall, within two business days, notify both the
Adviser and
the Fund of any legal process served upon it in connection with its
activities hereunder,
including any legal process served upon it on behalf of the Adviser
or the Fund.
The Sub-Adviser, upon the written request of the Custodian, shall
reasonably cooperate
with the Custodian in the Custodian’s processing of class actions
or other legal
proceedings relating to the holdings (historical and/or current) of
the WCM Portion.
(c)
The Sub-Adviser may from time to time employ or sub-contract the
services of certain
persons as the Sub-Adviser believes to be appropriate or necessary
to assist in the
execution of the Sub-Adviser’s duties hereunder; provided, however,
that the employment
of or sub-contracting to any such person shall not relieve
the Sub-Adviser
of its responsibilities or liabilities hereunder. The cost of
performance of such
duties shall be borne and paid by the Sub-Adviser. No obligation
may be imposed
on the Fund in any such respect.
The
Sub-Adviser shall supervise and monitor the activities of its
representatives, personnel
and agents in connection with the execution of its duties and
obligations hereunder.
The appropriate personnel of the Sub-Adviser will be made available
to consult
with the Adviser, the Fund and the Board at reasonable times and
upon reasonable
notice concerning the business of the Fund.
(d)
The Sub-Adviser shall maintain records relating to portfolio
transactions and the placing
and allocation of brokerage orders as are required to be maintained
by the Fund
under the 1940 Act. Upon the Fund’s reasonable request, the
Sub-Adviser also shall
prepare and maintain, or cause to be prepared and maintained, in
such form, for such
periods and in such locations as may be required by applicable law,
all other documents
and records relating to the services provided by the Sub-Adviser
pursuant to
this Agreement required to be prepared and maintained by the Fund.
The books and
records required to be maintained by the Fund which are in the
possession of the Sub-Adviser
shall be the property of the Fund; provided, however, that if
the Sub-Adviser
also is required to prepare and maintain any such books and records
to satisfy
its own recordkeeping requirements, such books and records shall
constitute the
property of each of the Fund and the Sub-Adviser. The Fund, or the
Fund’s
authorized
representatives (including the Adviser), shall have access to such
books and
records at all times during the Sub-Adviser’s normal business
hours. Upon the reasonable
written request of the Fund, copies of any such books and records
shall be provided
promptly by the Sub-Adviser to the Fund or the Fund’s
authorized representatives.
(e)
The Sub-Adviser represents and warrants to the Adviser and the Fund
that: (i) the retention
of the Sub-Adviser as contemplated by this Agreement is authorized
by the Sub-Adviser’s
governing documents; (ii) the execution, delivery and performance
of this
Agreement does not violate any obligation by which the Sub-Adviser
or its property
is bound, whether arising by contract, operation of law or
otherwise; (iii) this Agreement
has been duly authorized by appropriate action of the Sub-Adviser
and when
executed and delivered by the Sub-Adviser will be the legal, valid
and binding obligation
of the Sub-Adviser, enforceable against the Sub-Adviser in
accordance with the
terms hereof, subject, as to enforcement, to applicable bankruptcy,
insolvency and
similar laws affecting creditors’ rights generally and to general
equitable principles
(regardless of whether enforcement is sought in a proceeding in
equity or law);
(iv) if Sub-Adviser furnishes to Adviser or the Trust the
Sub-Adviser’s composite performance
record for inclusion in Fund documents, (A) any composite
performance record
of the Sub-Adviser’s executive officers furnished to the Adviser
and the Fund in writing
prior to the date hereof (the “Data”) is true and correct, and has
been prepared in
accordance with applicable laws, rules, regulations,
interpretations and in accordance
with industry guidelines and standards with respect to
standardized performance
information; (B) there is no information material to an
understanding of the
Data which the Sub-Adviser has not provided in writing to the
Adviser prior to the date
hereof; (C) the accounts included in the Data include all fully
discretionary accounts
managed by the Sub-Adviser’s executive officers designated to act
as portfolio
managers of the Fund over the period covered that have
investment objectives,
policies and strategies that are substantially similar to those
that will be followed
by the WCM Portion as approved by the Board; (D) the Sub-Adviser
has the right,
free from any legal or contractual restrictions thereon, to the
use, reproduction, and
incorporation of the Data in the public disclosure or marketing
materials of the Fund,
including the prospectus and the statement of additional
information and proxy
statements (the “Public Disclosure”); and (E) the Sub-Adviser is
legally entitled to
grant, and hereby grants, such rights to the Adviser and/or the
Fund with respect to the
use of the Data in the Public Disclosure, including with respect to
any Public Disclosure
filed with the Commission prior to the date
hereof.
Section
3. Delivery of Documents to the Sub-Adviser. The
Adviser has furnished the
Sub-Adviser with true, correct and complete copies of the following
documents:
(a)
The Declaration of Trust, as in effect on the date
hereof;
(b)
The Registration Statement(s) filed with the Commission under the
1940 Act, including
the form of prospectus related to the Fund included
therein;
(c)
The Advisory Agreement; and
(d)
Written guidelines, policies and procedures adopted by the
Fund.
The
Adviser will furnish the Sub-Adviser with all future amendments and
supplements to the
foregoing as soon as practicable after such documents become
available. The Adviser
shall furnish the Sub-Adviser with any further documents, materials
or information
that the Sub-Adviser may reasonably request in connection with
the performance
of its duties hereunder.
Sub-Adviser
shall not be responsible for compliance with any document,
materials, instruction
or other information not provided to Sub-Adviser in a timely manner
until a
reasonable time after receipt of same by
Sub-Adviser.
The
Sub-Adviser shall furnish the Adviser with written certifications,
in such form as the
Adviser shall reasonably request in writing, that it has received
and reviewed the most
recent version of the foregoing documents provided by the Adviser
and that it will
comply with such documents in the performance of its obligations
under this Agreement.
Section
4. Delivery of Documents to the Adviser. The
Sub-Adviser has furnished, and in
the future will furnish, the Adviser with true, correct and
complete copies of each
of the following documents:
(a)
The Sub-Adviser’s most recent Form ADV;
(b)
The Sub-Adviser’s most recent balance sheet; and
(c)
The current Code of Ethics of the Sub-Adviser, adopted pursuant to
Rule 17j-1 under
the 1940 Act, and annual certifications regarding compliance with
such Code.
In
addition, the Sub-Adviser will furnish the Adviser with (i) a
summary of the results of any
future examination of the Sub-Adviser by the Commission or other
regulatory agency
with respect to the Sub-Adviser’s activities hereunder; and (ii)
copies of its policies
and procedures adopted pursuant to Rule 206(4)-7 under the Advisers
Act.
The
Sub-Adviser will furnish the Adviser with all such documents as
soon as practicable
after such documents become available to the Sub-Adviser, to the
extent that
such documents have been changed materially. The Sub-Adviser shall
furnish the Adviser
with any further documents, materials or information as the Adviser
may reasonably
request in connection with Sub-Adviser’s performance of its duties
under this
Agreement, including, but not limited to, information regarding the
Sub-Adviser’s financial
condition, level of insurance coverage and any certifications
or sub-certifications
which may reasonably be requested in connection with Fund
registration
statements, Form N-CSR filings or other regulatory filings, and
which are appropriately
limited to Sub-Adviser’s responsibilities under this
Agreement.
Section
5. Control by Board. As
is the case with respect to the Adviser under the
Advisory
Agreement, any investment activities undertaken by the
Sub-Adviser pursuant
to this Agreement, as well as any other activities undertaken by
the Sub-Adviser
on behalf of the Fund, shall at all times be subject to the
direction and control
of the Fund’s Board.
Section
6. Compliance with Applicable Requirements. In
carrying out its obligations
under this Agreement, the Sub-Adviser shall at all times comply
with:
(a)
investment guidelines, policies and restrictions established by the
Board that have been
communicated in writing to the Sub-Adviser;
(b)
all applicable provisions of the 1940 Act and the Advisers Act, and
any rules and regulations
adopted thereunder;
(c)
the Registration Statement(s) of the Fund, as it may be amended
from time to time (including
any information transmitted to Shareholders pursuant to Rule 8b-16
under the
1940 Act), filed with the Commission under the Securities Act and
the 1940 Act and
delivered to the Sub-Adviser;
(d)
the provisions of the Declaration of Trust of the Fund, as it may
be amended or supplemented
from time to time and delivered to the
Sub-Adviser;
(e)
the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the
Fund, and any rules and regulations adopted thereunder;
and
(f)
any other applicable provisions of state or federal law, and any
rules and regulations
adopted thereunder.
Section
7. Proxies. The
Adviser shall have responsibility to vote proxies solicited
with respect
to issuers of securities in which assets of the Fund are invested
from time to time
in accordance with the Fund’s policies on proxy voting. The
Sub-Adviser will provide,
when requested in writing by the Adviser, information on a
particular issuer to
assist the Adviser in the voting of a proxy.
Section
8. Expenses. All
of the ordinary business expenses incurred in the operations
of the
Fund and the offering of its shares shall be borne by the Fund
unless specifically provided
otherwise in this Agreement or otherwise agreed by the Fund and
the Adviser
and/or Sub-Adviser. The expenses borne by the Fund include, but are
not limited
to, brokerage commissions, taxes, legal, auditing or governmental
fees, the cost
of preparing share certificates, custodian, transfer agent and
registrar costs, all stock
exchange listing expenses, expense of issue, sale, redemption and
repurchase of shares,
expenses of registering and qualifying shares for sale, expenses
relating to Board
and shareholder meetings, the cost of preparing and distributing
reports and notices
to shareholders, the fees and other expenses incurred by the Fund
in connection
with membership in investment company organizations and the cost
of printing
copies of prospectuses and statements of additional information
distributed to the
Fund’s shareholders.
The
Sub-Adviser shall pay its own expenses in connection with the
services to be provided
by it pursuant to this Agreement. In addition, the Sub-Adviser
shall be responsible
for reasonable out-of-pocket costs and expenses incurred by the
Adviser or the
Fund: (a) to prepare press releases or to amend the Fund’s
registration statement
or supplement the Fund’s prospectus, and circulate the same, solely
to reflect
a change in the personnel of the Sub-Adviser responsible for
making investment
decisions in relation to the Fund; (b) to obtain shareholder
approval of a new
sub-advisory agreement as a result of a “change in control” (as
such term in defined
in Section 2(a)(9) of the 1940 Act) of the Sub-Adviser, or to
otherwise comply
with
the 1940 Act, the Securities Act, or any other applicable statute,
law, rule or regulation,
as a result of such change; or (c) to meet other legal or
regulatory obligations
caused by activities of the Sub-Adviser.
Section
9. Compensation. As
compensation for the sub-advisory services provided
under
this Agreement, the Adviser shall pay the Sub-Adviser fees, payable
monthly, at the
annual rates indicated on Appendix A hereto, as such Schedule may
be amended or
supplemented as agreed to in writing by the parties from time to
time. It is understood
that the Adviser shall be responsible for the Sub-Adviser’s fee for
its services
hereunder, and the Sub-Adviser agrees that it shall have no claim
against the Fund
with respect to compensation under this
Agreement.
Section
10. Standard of Care. The
Fund and the Adviser will expect of the Sub-Adviser,
and the Sub-Adviser will give the Fund and the Adviser the benefit
of, the
Sub-Adviser’s best judgment and efforts in rendering its services
to the Fund, and the
Sub-Adviser shall not be liable hereunder for any mistake in
judgment. In the absence
of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations
or duties hereunder on the part of the Sub-Adviser or any of its
officers, directors,
employees or agents, the Sub-Adviser shall not be subject to
liability to the Adviser,
to the Fund or to any shareholders in the Fund for any act or
omission in the course
of, or connected with, rendering services hereunder or for any
losses that may be
sustained in the purchase, holding or sale of any security.
Notwithstanding the foregoing,
the Sub-Adviser shall be responsible for the accuracy and
completeness (and
liable for the lack thereof) of the statements and Data (only if
Sub-Adviser furnishes
to Adviser or the Fund any such Data for inclusion in Fund
documents) furnished
by the Sub-Adviser for use by the Adviser in the Fund’s offering
materials (including
the prospectus, the statement of additional information,
advertising and sales
materials) and any proxy statements that pertain to the
Sub-Adviser, the portfolio
managers of the Fund and the investment of the WCM
Portion.
Nothing
in this Agreement (including Sections 10, 15 or 16 of this
Agreement) shall be construed
to relieve either the Sub-Adviser or the Adviser of any claims or
liability arising
under federal securities laws or any non-waivable provisions of any
other federal
or state laws.
Section
11. Non-Exclusivity. The
services of the Sub-Adviser to the Adviser and the
Fund
are not to be deemed to be exclusive, and the Sub-Adviser shall be
free to render
investment advisory and administrative or other services to others
(including other
investment companies) and to engage in other activities. It is
understood and agreed
that officers or directors of the Sub-Adviser are not prohibited
from engaging in any
other business activity or from rendering services to any other
person, or from serving
as partners, officers, directors or trustees of any other firm or
trust, including other
investment advisory companies.
It is
understood that the Sub-Adviser performs investment advisory
services for various
clients, including accounts of clients in which the Sub-Adviser or
associated persons
have a beneficial interest. The Sub-Adviser may give advice and
take action in the
performance of its duties with respect to any of its other clients,
which may differ
from
the advice given, or the timing or nature of action taken, with
respect to the assets
of the Fund. Nothing in this Agreement shall be deemed to impose
upon the Sub-Adviser
any obligation to purchase or sell for the Fund any security or
other property
that the Sub-Adviser purchases or sells for its own accounts or for
the account
of any other client.
Any
information or recommendations supplied by the Sub-Adviser to the
Adviser or the
Fund in connection with the performance of its obligations
hereunder shall be treated
as confidential and for use by the Adviser, the Fund or such
persons as they may
designate, solely in connection with the WCM Portion, except as
required by applicable
law or as otherwise provided hereunder, it being understood and
agreed that
the Adviser and the Fund may disclose Fund portfolio holdings
information in accordance
with the Fund’s policies and procedures governing the disclosure of
Fund portfolio
holdings, as amended or supplemented from time to time.
Information supplied
by the Adviser or the Fund to the Sub-Adviser in connection
with performing
its obligations under this Agreement shall be treated by the
Sub-Adviser as
confidential and for use by the Sub-Adviser solely in connection
with the WCM Portion
and the performance of the Sub-Adviser’s obligations
hereunder.
The
Sub-Adviser may include the Fund in its representative client
list.
Section
12. Records. The
Sub-Adviser shall, with respect to orders the Sub-Adviser
places
for the purchase and sale of portfolio securities of the WCM
Portion, maintain or
arrange for the maintenance of the documents and records required
pursuant to Rule
31a-1 under the 1940 Act, as well as trade tickets and
confirmations of portfolio trades,
and such other records as the Adviser reasonably requests to be
maintained. All
such records shall be maintained in a form reasonably acceptable to
the Adviser and
the Fund and in compliance with the provisions of Rule 31a-1 or any
successor rule.
All such records will be the property of the Fund, and will be made
available for inspection
by the Fund and its authorized representatives (including the
Adviser). The Sub-Adviser
shall promptly, upon the Fund’s written request, surrender to the
Fund those
records that are the property of the Fund; provided, however, that
the Sub-Adviser
may retain copies of such records.
Section
13. Term and Approval. This
Agreement shall become effective with respect to the
Fund for an initial two-year term after it is approved in
accordance with the express
requirements of the 1940 Act, and executed by the Fund, Adviser
and Sub-Adviser
and shall thereafter continue from year to year, provided that
the continuation
of the Agreement is approved in accordance with the requirements
of the
1940 Act, which currently requires that the continuation be
approved at least annually:
(a)
(i) by the Fund’s Board of Trustees or (ii) by the vote of “a
majority of the outstanding
voting securities” of the Fund (as defined in Section 2(a)(42) of
the 1940 Act,
and
(b) by
the affirmative vote of a majority of the Fund’s Trustees who are
not parties to this
Agreement or “interested persons” (as defined in the 1940 Act) of a
party to this
Agreement
(other than as Trustees of the Fund), by votes cast in person at a
meeting specifically
called for such purpose.
Section
14. Termination. This
Agreement may be terminated with respect to the Fund
at any time, without the payment of any penalty, by vote of the
Board or by vote of a
majority of the Fund’s outstanding voting securities, or by the
Adviser or Sub-Adviser
upon sixty (60) days’ written notice to the other parties. The
notice provided
for herein may be waived by the party entitled to receipt thereof.
This Agreement
shall automatically terminate in the event of its assignment, the
term “assignment”
for purposes of this paragraph having the meaning defined in
Section 2(a)(4)
of the 1940 Act, as it may be interpreted by the Commission or its
staff in interpretive
releases, or applied by the Commission staff in no-action letters,
issued under
the 1940 Act.
This
Agreement may also be terminated immediately by the Adviser, the
Sub-Adviser or the
Fund in the event that another party: (i) breaches a material term
of this Agreement;
or (ii) commits a material violation of any governing law or
regulation; or (iii)
engages in conduct that would have a material adverse effect upon
the reputation or
business prospects of the terminating party.
Section
15. Indemnification by the Sub-Adviser. In
the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties hereunder
on the part of the Fund or the Adviser, or any of their respective
officers, directors,
employees, affiliates or agents, the Fund and the Adviser,
respectively, shall not be
responsible for, and the Sub-Adviser hereby agrees to indemnify and
hold harmless
the Fund and the Adviser and their respective officers, directors,
employees, affiliates
and agents (severally, but not jointly) against any and all losses,
damages, costs,
charges, reasonable counsel fees, payments, expenses, liability,
claims, actions, suits
or proceedings at law or in equity whether brought by a private
party or a governmental
department, commission, board, bureau, agency or instrumentality
of any
kind, arising out of or attributable to the willful misfeasance,
bad faith, grossly negligent
acts or reckless disregard of obligations or duties hereunder or
the breach of any
representation and warranty hereunder on the part of the
Sub-Adviser or any of its
officers, directors, employees affiliates or agents.
Notwithstanding the foregoing, the
Sub-Adviser shall not be liable hereunder for any losses or damages
resulting from the
Sub-Adviser’s adherence to the Adviser’s written instructions, or
for any action or inaction
by the Sub-Adviser consistent with the Standard of Care described
in Section 10 of
this Agreement.
Section
16. Indemnification by the Adviser.
Provided that the conduct of the Sub-Adviser,
its partners, employees, affiliates and agents is consistent with
the Standard
of Care described in Section 10 of this Agreement, the Sub-Adviser
shall not be
responsible for, and the Adviser hereby agrees to indemnify and
hold harmless the Sub-Adviser,
its partners, employees, affiliates and agents against any and all
losses, damages,
costs, charges, reasonable counsel fees and expenses, payments,
expenses, liability,
claims, actions, suits or proceedings at law or in equity whether
brought by a private
party or a governmental department, commission, board, bureau,
agency or
instrumentality
of any kind, relating to the Sub-Adviser’s act(s) or omission(s) in
the course
of, or connected with, rendering services hereunder or for any
losses that may be
sustained in the purchase, holding or sale of any security, or
arising out of or attributable
to conduct of the Adviser relating to: (i) the advertising,
solicitation, sale, purchase
or pledge of securities, whether of the Fund or other securities,
undertaken by the
Fund, its officers, directors, employees, affiliates or agents,
(ii) any violations of the
securities laws, rules, regulations, statutes and codes, whether
federal or of any state,
by the Fund or the Adviser, respectively, or their respective
officers, directors, employees,
affiliates or agents, or (iii) the willful misfeasance, bad faith,
grossly negligent
acts or reckless disregard of obligations or duties hereunder on
the part of the
Fund or the Adviser, respectively, or their respective officers,
directors, employees, affiliates
or agents.
Section
17. Notices. Any
notices under this Agreement shall be in writing, addressed
and
delivered or mailed postage paid to the other party at such address
as such other party
may designate for the receipt of such notice. Until further notice
to the other party,
it is agreed that the address of the Fund shall be 525 Market
Street, 12th Floor, San
Francisco, California 94105, and that of the Adviser shall be 525
Market Street, 12th
Floor, San Francisco, California 94105, and that of the Sub-Adviser
shall be 525 Market
Street, 12th Floor, San Francisco, California
94105.
Section
18. Questions of Interpretation. Any
question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term
or provision of the 1940 Act shall be resolved by reference to such
terms or provision
of the 1940 Act and to interpretations thereof, if any, by the
United States Courts
or in the absence of any controlling decision of any such court, by
rules, regulations
or orders of the Commission, or interpretations of the Commission
or its staff,
or Commission staff no-action letters, issued pursuant to the 1940
Act. In addition,
where the effect of a requirement of the 1940 Act or the Advisers
Act reflected
in any provision of this Agreement is revised by rule, regulation
or order of the
Commission, such provision shall be deemed to incorporate the
effect of such rule,
regulation or order. The duties and obligations of the parties
under this Agreement
shall be governed by and construed in accordance with the laws of
the State
of Delaware to the extent that state law is not preempted by the
provisions of any
law of the United States heretofore or hereafter
enacted.
Section
19. Amendment. No
provision of this Agreement may be changed, waived,
discharged
or terminated orally, but only by an instrument in writing signed
by the party
against which enforcement of the change, waiver, discharge or
termination is sought.
If shareholder approval of an amendment is required under the 1940
Act, no such
amendment shall become effective until approved by a vote of the
majority of the
outstanding shares of the Fund. Otherwise, a written amendment of
this Agreement
is effective upon the approval of the Board, the Adviser and
the Sub-Adviser.
Section
20. Risk Acknowledgement. The
Sub-Adviser does not guarantee the future performance
of the Fund, the success of any investment decision or strategy
that the
Sub-Adviser
may use, or the success of the Sub-Adviser’s overall management of
the WCM
Portion. Each of the Fund and the Adviser understand that
investment decisions made
for the Fund by the Sub-Adviser are subject to various market,
currency, economic
and business risks, and that those investment decisions will not
always be profitable.
The Sub-Adviser will manage the WCM portion and, in making
investment decisions
for the Fund, the Sub-Adviser will not consider any other
securities, cash or other
investments covered by the Fund.
Section
21. Authority to Execute Agreement. Each
of the individuals whose signature
appears below represents and warrants that he or she has full
authority to execute
this Agreement on behalf of the party on whose behalf he or she has
affixed his or
her signature to this Agreement. The Fund and the Adviser will
deliver to the Sub-Adviser
such evidence of its authority with respect to this Agreement
as Sub-Adviser
may reasonably require. The Sub-Adviser will deliver to the Fund
and the Adviser
such evidence of its authority with respect to this Agreement as
the Fund or the
Adviser may reasonably require.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in
triplicate by their respective officers on the day and year first
written above.
WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
By:
Name:
Title:
WELLS
FARGO FUNDS MANAGEMENT, LLC
By:
Name:
Title:
WELLS
CAPITAL MANAGEMENT, LLC
By:
Name:
Title:
APPENDIX
A
WELLS
CAPITAL MANAGEMENT, LLC
SUB-ADVISORY
AGREEMENT
FEE
AGREEMENT
WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
This
fee agreement is made as of the [ ] day of [ ], 2021 by and between
Wells Fargo Global
Dividend Opportunity Fund (the “Fund”), Wells Fargo Funds
Management, LLC (the
“Adviser”) and Wells Capital Management, LLC (the
“Sub-Adviser”).
WHEREAS, the
parties have entered into a Sub-Advisory Agreement
(“Sub-Advisory Agreement”)
whereby the Sub-Adviser provides management and other services
to the
Fund; and
WHEREAS, the
Sub-Advisory Agreement provides that the fees to be paid to
the Sub-Adviser
are to be as indicated on this Appendix A;
The
Adviser pays the Sub-Adviser a fee at an annual rate of 0.40% of
the Fund’s total assets.
If the
Sub-Adviser shall provide management and other services for less
than the whole
of a month, the foregoing compensation shall be prorated based on
the number
of days in the month that such Sub-Adviser provided management and
other services
to the Fund.
The
foregoing fee schedule is agreed to as of this [ ] day of [ ],
2021, and shall remain in
effect until agreed and changed in writing by the
parties.
WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
By:
Name:
Title:
WELLS
FARGO FUNDS MANAGEMENT, LLC
By:
Name:
Title:
WELLS
CAPITAL MANAGEMENT, LLC
By:
Name:
Title:
EXHIBIT
G
Date
of Last Shareholder Approval of Current Sub-Advisory
Agreement
|
|
Fund
|
Date
of Last Shareholder
Approval
|
Wells
Fargo Global Dividend Opportunity Fund
|
July
9, 2010
|
EXHIBIT
H
Current
Wells Capital Officers and Directors
The
name and principal occupation of Wells Capital’s principal
executive officers and directors
as of the date of this proxy statement are set forth below. The
business address
of each such officer and/or director is 525 Market Street, San
Francisco, California
94105.
Jon
Baranko, Director, President and Chief Investment Officer – Global
Fundamental Investments
Siobhan
Foy, Director and Senior Vice President
Randy
Mangelsen, Director
Daniel
Mavico, Chief Compliance Officer
Ann
Miletti, Director
Sally
Squire, Director and Chief Administrative Officer
EXHIBIT
I
Investment
Advisory Fees Paid
|
|
|
Fund
|
Advisory
Fees Paid
|
Advisory
Fees Waived
|
Wells
Fargo Global Dividend Opportunity Fund
|
$2,350,737
|
$0
|
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PROXY
TABULATOR
[Address]
To
vote by Internet
1)
Read the Proxy Statement and have the proxy card below at
hand.
2) Go
to website www.[webaddress].com.
3)
Follow the instructions provided on the website.
To
vote by Telephone
1)
Read the Proxy Statement and have the proxy card below at
hand.
2)
Call 1-800-[phone].
3)
Follow the instructions.
To
vote by Mail
1)
Read the Proxy Statement.
2)
Check the appropriate box on the proxy card below.
3)
Sign and date the proxy card.
4)
Return the proxy card in the envelope provided.
If
You Are
NOT Voting
by Telephone or Internet, Please Sign, Date and Return the Proxy
Card Promptly Using the Enclosed Envelope.
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS:
xxxxx-xxxxx
KEEP
THIS PORTION FOR YOUR RECORDS
DETACH
AND RETURN THIS PORTION ONLY
|
|
|
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
1. To
consider and approve a new investment advisory agreement with Wells
Fargo Funds
Management, LLC
|
|
|
|
|
2. To
consider and approve a new investment sub-advisory agreement with
Wells Capital Management,
LLC
|
|
|
|
|
3. To
transact such other business as may properly come before the
Meeting or any adjournments
thereof
|
|
|
|
|
It
is Important That Proxy Cards Be Returned Promptly. Sign, Date and
Return the Proxy Card Promptly Using the Enclosed
Envelope. Your Prompt Attention to the Enclosed Proxy Card Will
Help to Avoid the Expense of Further Solicitation.
Signature(s)
should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or
guardian, please give full title. By signing this proxy
card, receipt
of the accompanying Notice of Special Meeting of Shareholders and
Proxy Statement is acknowledged.
___________________________________________________
Signature
[PLEASE SIGN WITHIN BOX] Date
__________________________________________________
Signature
[Joint Owners] Date
Important
Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to be Held on
July 15, 2021, or any adjournment or postponement
thereof.
This Notice and the attached proxy statement (the
“Proxy
Statement”) are available on the internet at
www.[webaddress].com.
WELLS
FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
The
undersigned shareholder of Wells
Fargo Global Dividend Opportunity Fund (the “Fund”), hereby
appoints Catherine F.
Kennedy, Maureen E. Towle and Johanne F. Castro and each of them,
the attorneys and proxies of the undersigned, with
full
power of substitution, to vote, as indicated herein, all of the
shares of stock of the Fund standing in the name of the
undersigned
at the close of business on May 28, 2021, at a Special Meeting of
Shareholders to be held at the office of
Wells
Fargo Asset Management, 525 Market Street, San Francisco, CA 94105,
on July 15, 2021 at 12:30
p.m. Pacific Time, and
at any and all adjournments thereof, with all of the powers the
undersigned would possess if then and there personally
present and especially (but without limiting the general
authorization and power hereby given) to vote as indicated
on the proposal, as more fully described in the Proxy Statement for
the meeting.
THIS
PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND AND WILL BE
VOTED FOR THE PROPOSAL(S) SHOWN
ON THE REVERSE SIDE UNLESS OTHERWISE
INDICATED.
PLEASE
SIGN AND DATE ON THE REVERSE SIDE