Form 485BPOS WELLS FARGO FUNDS TRUST

CLASS-LEVEL ADMINISTRATION AGREEMENT

 

THIS CLASS-LEVEL ADMINISTRATION AGREEMENT is made as of this 1^st day of July, 2015, by and between Wells Fargo Funds Trust, a Delaware statutory trust (the “Trust”) and Wells Fargo Funds Management, LLC, a limited liability company organized under the laws of the State of Delaware (“Funds Management”).

 

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

 

WHEREAS, the Trust desires to retain Funds Management to render certain administrative services to the share classes (individually, a “Class” and collectively, the “Classes”) of the Trust’s investment portfolios (individually, a “Fund” and collectively, the “Funds”) listed on Appendix A, and Funds Management is willing to render such services; and

 

WHEREAS, the Trust, on behalf of each Fund, has entered into separate investment management agreements (each, an “Investment Management Agreement”) with Funds Management for the provision of advisory services and Fund-level administrative services.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

 

1.       Appointment. The Trust hereby appoints Funds Management to act as Class-level Administrator of the Funds, and Funds Management hereby accepts such appointment and agrees to render such services and duties set forth in Paragraph 3, for the compensation and on the terms herein provided. Each new investment portfolio and share class thereof established in the future by the Trust shall automatically become a “Fund” or “Class,” respectively, for all purposes hereunder as if it were listed on Appendix A, absent written notification to the contrary by either the Trust or Funds Management.

 

2.       Delivery of Documents. The Trust shall furnish to, or cause to be furnished to, Funds Management originals of, or copies of, all books, records, and other documents and papers related in any way to the administration of the Trust.

 

3.       Duties as Class-Level Administrator. Funds Management shall, at its expense, provide the following administrative services in connection with the operations of the Trust and the Funds to the degree and extent that such services are provided to a Class, even if that Class is the only Class offered by a Fund, or Classes of a Fund (“Class-Level Duties”):

 

(a)

coordinate, supervise and make all payments to the Funds’ transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers;

 

(b)

receive and tabulate shareholder votes;

 

(c)

furnish statistical and research data;

(d)

coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission (“SEC”) of registration statements, notices, shareholder reports, and other material required to be filed under applicable laws;

 

(e)

prepare and file with the states registration statements, notices, reports, and other material required to be filed under applicable laws;

 

(f)

prepare and file Form 24F-2s and N-SARs;

 

(g)

review bills submitted to the Funds on behalf of specific Classes and, upon determining that a bill is appropriate, allocating amounts to the appropriate Classes and instructing the Funds’ custodian to pay such bills;

 

(h)

coordinate (or assist in) the preparation of reports and other information materials regarding the Classes, including prospectuses, proxies and other shareholder communications;

 

(i)

prepare expense table and performance information for annual updates;

 

(j)

provide legal and regulatory advice to the Funds in connection with its Class-level administrative functions, including assignment of matters to outside legal counsel and supervising the work of such counsel;

 

(k)

provide office facilities and clerical support for the Funds on behalf of specific Classes;

 

(l)

develop and implement procedures for monitoring compliance with Class-level regulatory requirements;

 

(m)

serve as liaison between the Funds on behalf of specific Classes and their independent auditors;

 

(n)

review payments of Class expenses;

 

(o)

prepare expense budgeting and accruals;

 

(p)

provide communication, coordination, and supervision services with regard to the Funds’ transfer agent, custodian, fund accountant, any co-administrators, and other service organizations that render recordkeeping or shareholder communication services;

 

(q)

assemble and disseminate to appropriate parties information concerning Class performance, expenses, distributions and administration;

 

(r)

provide reports to the Funds’ board of directors regarding the Classes’ activities;

(s)

assist in the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds’ board of directors; and

 

(t)

provide any other administrative services reasonably necessary for the operation of the Classes other than those services that are to be provided by the Trust’s transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Funds Management to provide any services that may not be provided by it under applicable banking laws and regulations.

 

In performing all of the services under this Agreement, Funds Management shall: (a) act in conformity with the Trust’s Declaration of Trust (and By-Laws, if any), the 1940 Act, and any other applicable laws as may be amended from time to time, and all relevant rules thereunder, and with the Trust’s registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to the Trust as necessary and appropriate; and (c) advise and report to the Trust and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention.

 

In connection with its duties under this Paragraph, Funds Management may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Funds Management to comply with this Agreement and all relevant provisions of the 1940 Act any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Funds Management will provide the Trust with a copy of each sub-administration agreement it executes relating to the Trust. Funds Management will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5.

 

4.       Compensation. In consideration of the Class-Level Duties rendered by Funds Management under this Agreement for each multi-class Fund and each single class Fund, the Trust shall pay Funds Management a Class-level administrative fee as shown on Appendix A. The fees payable pursuant to this Paragraph shall be calculated based on the average daily value (as determined on each business day at the time set forth in the prospectus for determining net asset value per share) of each Class’s net assets, as appropriate, during the preceding month. If the fee payable to Funds Management pursuant to this Paragraph begins to accrue before the end of any month or if this Agreement terminates before the end of any month, the fee for the period from the effective date to the end of that month or from the beginning of that month to the termination date, respectively, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. For purposes of calculating each such monthly fee, the value of each Class’s net assets shall be computed in the manner specified in that Class’s registration statement as then on file with the SEC for the computation of the value of the Class’s net assets in connection with the determination of the net asset value of Class shares. For purposes of this Agreement, a “business day” for a Class is any day that a Fund issuing the Class is open for trading.

5.       Limitation of Liability; Indemnification.

 

(a)

Funds Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it.

 

(b)

The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund.

 

(c)

Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

 

6.       Allocation of Expenses. Funds Management assumes and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement and shall, at its own expense, provide its own office space, facilities and equipment. In addition to the fees described in Section 4 of this Agreement, the Trust (or its other service providers, as may be provided pursuant to their respective agreements and contracts with the Trust) shall pay

all of its Class-level expenses which are not expressly assumed by Funds Management hereunder. The Class-level expenses of legal counsel and accounting experts retained by Funds Management, after consulting with the Trust’s legal counsel and independent auditors, as may be reasonably necessary or appropriate for the performance by Funds Management of its duties under this Agreement, shall be deemed to be Class-level expenses of, and shall be paid for by, the Trust.

 

7.       Amendments. This Agreement supersedes the Amended and Restated Administration Agreement between Wells Fargo Funds Trust and Funds Management dated March 1, 2003 and amended as of March 25, 2011, and the Administration Agreement between Wells Fargo Funds Trust and Wells Fargo Bank, N.A. dated November 8, 1999. The Fund-level administrative duties and feees of those agreements have been incorporated into each Investment Management Agreement. This Agreement may be amended at any time by mutual agreement in writing of the Trust and Funds Management, provided that the Board of Trustees of the Trust, including a majority of the trustees who are not interested persons of the Trust or any party to this Agreement, as defined by the 1940 Act, approves any such amendment in advance.

8.       Administrator’s Other Businesses. Except to the extent necessary to perform Funds Management’s obligations under this Agreement, nothing herein shall be deemed to limit or restrict the right of Funds Management, or any affiliate or employee of Funds Management, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.

 

9.       Duration. This Agreement shall become effective on its execution date and shall remain in full force and effect for one year or until terminated pursuant to the provisions in Paragraph 10, and it may be reapproved at least annually by the Board of Trustees, including a majority of the directors who are not interested persons of the Trust or any party to this Agreement, as defined by the 1940 Act.

 

10.     Termination of Agreement. This Agreement may be terminated at any time, without the payment of any penalty, by a vote of a majority of the members of the Trust’s Board of Trustees, on 60 days’ written notice to Funds Management; or by Funds Management on 60 days’ written notice to the Trust.

 

11.     Trust not bound to violate its Declaration of Trust. Nothing in this Agreement shall require the Trust to take any action contrary to any provision of its Declaration of Trust or to any applicable statute or regulation.

 

12.     Miscellaneous.

 

(a)

Any notice or other instrument authorized or required by this Agreement to be given in writing to the Trust or Funds Management shall be sufficiently given if addressed to that party and received by it at its office set forth below or at such other place as it may from time to time designate in writing.

To the Trust:

Wells Fargo Funds Trust

525 Market Street, 12th Floor

San Francisco, California 94105

Attention: C. David Messman

 

To Funds Management:

Wells Fargo Funds Management, LLC

525 Market Street, 12th Floor

San Francisco, California 94105

Attention: Karla M. Rabusch

 

(b)

This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be subject to assignment (as that term is defined under the 1940 Act) without the written consent of the other party.

 

(c)

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

 

(d)

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and which collectively shall be deemed to constitute only one agreement.

 

(e)

The captions of this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

 

(f)

If any provision of this Agreement is declared to be prohibited or unenforceable, the remaining provisions of this Agreement shall continue to be valid and fully enforceable.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

		WELLS FARGO FUNDS TRUST
		By:
			C. David Messman
			Secretary
		WELLS FARGO FUNDS MANAGEMENT, LLC
		By:
			Paul Haast
			Senior Vice President

Appendix A

 

WELLS FARGO FUNDS TRUST

CLASS-LEVEL ADMINISTRATION AGREEMENT

 

Overview of Fee Structure

The Class-Level Administration Fees listed below are calculated on the total net assets of each Class.

 

Fees for Funds Trust Multi-Class Funds

 

Multi-Class Non-Money Market/Non-Fixed Income Funds and Classes (Other than Asset Allocation Fund)	Class Level Admin. Fee
Class A, Class C, Class R	0.21%
Administrator Class	0.13%
Institutional Class	0.13%
Class R4	0.08%
Class R6	0.03%
Absolute Return Fund	Class Level Admin. Fee
Class A, Class C, Class R	0.21%
Administrator Class	0.13%
Institutional Class	0.13%
Class R6	0.03%
Asset Allocation Fund	Class Level Admin. Fee
Class A, Class C, Class R	0.21%
Administrator Class	0.13%
Institutional Class	0.13%
Multi-Class Fixed Income (Non-Money Market) Funds and Classes	Class Level Admin. Fee
Class A2, Class A, Class C, Class R	0.16%
Administrator Class	0.10%
Institutional Class and Class R4	0.08%
Class R6	0.03%
Multi-Class Money Market Funds and Classes	Class Level Admin. Fee
Class A and Class C	0.22%
Administrator Class	0.10%
Institutional Class	0.08%
Premier Class	0.08%
Select Class	0.04%
Service Class	0.12%
Sweep Class	0.03%

Fees for Funds Trust Single Class Funds

 

Single Class Non-Money Market/Non-Fixed Income Funds	Class Level Admin. Fee
Retail Class	0.21%
Administrator Class	0.13%
Institutional Class	0.13%
Single Class Fixed Income (Non-Money Market) Funds	Class Level Admin. Fee
Retail Class	0.16%
Administrator Class	0.10%
Institutional Class	0.08%
Single Class Money Market Funds	Class Level Admin. Fee
Retail Class	0.22%
Service Class	0.12%
Institutional Class	0.08%

 

 

Appendix A amended: April 14, 2020

Schedule A to Appendix A

Class-Level Administration Agreement

 

WELLS FARGO FUNDS TRUST

List of Funds

 

Funds/Classes	Class-Level Admin. Fee
Absolute Return Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.03% 0.13% 0.13%
Adjustable Rate Government Fund Class A Class C Administrator Class Institutional Class	0.16% 0.16% 0.10% 0.08%
Alternative Risk Premia Fund Class R6 Institutional Class	0.03% 0.13%
Asset Allocation Fund Class A Class C Class R Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.13% 0.13%
C&B Large Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
C&B Mid Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
California Limited-Term Tax-Free Fund Class A Class C Administrator Class Institutional Class	0.16% 0.16% 0.10% 0.08%
California Tax-Free Fund Class A Class C Administrator Class Institutional Class	0.16% 0.16% 0.10% 0.08%

Funds/Classes	Class-Level Admin. Fee
Classic Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.03% 0.13% 0.13%
Common Stock Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Conservative Income Fund Class A2 Institutional Class	0.16% 0.08%
Core Bond Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.16% 0.08% 0.03% 0.10% 0.08%
Core Plus Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
Disciplined Small Cap Fund Class A Class R6 Administrator Class Institutional Class	0.21% 0.03% 0.13% 0.13%
Disciplined U.S. Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.03% 0.13% 0.13%
Discovery Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%

Funds/Classes	Class-Level Admin. Fee
Diversified Capital Builder Fund Class A Class C Administrator Class Institutional Class	0.21% 0.21% 0.13% 0.13%
Diversified Equity Fund1 Class A Class C Administrator Class	0.21% 0.21% 0.13%
Diversified Income Builder Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Dynamic Target Today Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2015 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2020 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2025 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2030 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%

 

1		On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.
2		On June 1, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the addition of the Administrator Class to each Dynamic Target Fund. The Administrator Class and the administration class-level fee of 0.13% will become effective upon the closing of the reorganizations of the Target Funds into the Dynamic Target Funds, on or about October 15, 2021.

Funds/Classes	Class-Level Admin. Fee
Dynamic Target 2035 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2040 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2045 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2050 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2055 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Dynamic Target 2060 Fund2 Class A Class C Class R4 Class R6	0.21% 0.21% 0.08% 0.03%
Emerging Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Emerging Markets Equity Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Emerging Markets Equity Income Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.03% 0.13% 0.13%

Funds/Classes	Class-Level Admin. Fee
Endeavor Select Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Enterprise Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Fundamental Small Cap Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Global Investment Grade Credit Fund Class R6 Institutional Class	0.03% 0.08%
Global Small Cap Fund Class A Class C Administrator Class Institutional Class	0.21% 0.21% 0.13% 0.13%
Government Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class Sweep Class	0.22% 0.10% 0.08% 0.04% 0.12% 0.03%
Government Securities Fund Class A Class C Administrator Class Institutional Class	0.16% 0.16% 0.10% 0.08%
Growth Balanced Fund Class A Class C Administrator Class	0.21% 0.21% 0.13%
Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%

Funds/Classes	Class-Level Admin. Fee
Heritage Money Market Fund Administrator Class Institutional Class Select Class Service Class	0.10% 0.08% 0.04% 0.12%
High Yield Bond Fund Class A Class C Administrator Class Institutional Class	0.16% 0.16% 0.10% 0.08%
High Yield Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
Income Plus Fund Class A Class C Administrator Class Institutional Class	0.16% 0.16% 0.10% 0.08%
Index Asset Allocation Fund Class A Class C Administrator Class Institutional Class	0.21% 0.21% 0.13% 0.13%
Index Fund Class A Class C Administrator Class	0.21% 0.21% 0.13%
Intermediate Tax/AMT-Free Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
International Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
International Equity Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.03% 0.13% 0.13%

Funds/Classes	Class-Level Admin. Fee
Large Cap Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.03% 0.13% 0.13%
Large Cap Growth Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.08% 0.03% 0.13% 0.13%
Large Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Low Volatility U.S. Equity Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Managed Account CoreBuilder Shares – Series CP	0.00%
Managed Account CoreBuilder Shares – Series M	0.00%
Managed Account CoreBuiolder Shares – Series SM	0.00%
Minnesota Tax-Free Fund Class A Class C Administrator Class Institutional Class	0.16% 0.16% 0.10% 0.08%
Moderate Balanced Fund Class A Class C Administrator Class Institutional Class	0.21% 0.21% 0.13% 0.13%
Money Market Fund Class A Class C Premier Class Service Class	0.22% 0.22% 0.08% 0.12%

Funds/Classes	Class-Level Admin. Fee
Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
Municipal Cash Management Money Market Fund Administrator Class Institutional Class Service Class	0.10% 0.08% 0.12%
Municipal Sustainability Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
National Tax-Free Money Market Fund Class A Administrator Class Premier Class Service Class	0.22% 0.10% 0.08% 0.12%
Omega Growth Fund Class A Class C Class R Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.13% 0.13%
Opportunity Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Pennsylvania Tax-Free Fund Class A Class C Institutional Class	0.16% 0.16% 0.08%
Precious Metals Fund Class A Class C Administrator Class Institutional Class	0.21% 0.21% 0.13% 0.13%
Premier Large Company Growth Fund Class A Class C Class R4 Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.08% 0.03% 0.13% 0.13%

Funds/Classes	Class-Level Admin. Fee
Real Return Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
Short Duration Government Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
Short-Term Bond Plus Fund Class A Class C Class R6 Institutional Class	0.16% 0.16% 0.03% 0.08%
Short-Term High Yield Bond Fund Class A Class C Administrator Class Institutional Class	0.16% 0.16% 0.10% 0.08%
Short-Term Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%
Small Cap Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Small Company Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%
Small Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.03% 0.13% 0.13%

Funds/Classes	Class-Level Admin. Fee
Specialized Technology Fund Class A Class C Administrator Class Institutional Class	0.21% 0.21% 0.13% 0.13%
Special International Small Cap Fund Class R6 Institutiomal Class	0.03% 0.13%
Special Mid Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.03% 0.13% 0.13%
Special Small Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.21% 0.21% 0.21% 0.03% 0.13% 0.13%
Spectrum Aggressive Growth Fund Class A Class C Institutional Class	0.21% 0.21% 0.13%
Spectrum Conservative Growth Fund Class A Class C Institutional Class	0.21% 0.21% 0.13%
Spectrum Growth Fund Class A Class C Institutional Class	0.21% 0.21% 0.13%
Spectrum Income Allocation Fund Class A Class C Institutional Class	0.21% 0.21% 0.13%
Spectrum Moderate Growth Fund Class A Class C Institutional Class	0.21% 0.21% 0.13%
Strategic Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.03% 0.10% 0.08%

Funds/Classes	Class-Level Admin. Fee
Target Today Fund3 Class A Class C Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.21% 0.08% 0.03% 0.13%
Target 2010 Fund4 Class A Class C Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.21% 0.08% 0.03% 0.13%
Target 2015 Fund5 Class A Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.08% 0.03% 0.13%
Target 2020 Fund6 Class A Class C Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.21% 0.08% 0.03% 0.13%
Target 2025 Fund7 Class A Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.08% 0.03% 0.13%

 

3		On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
4		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
5		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
6		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
7		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds/Classes	Class-Level Admin. Fee
Target 2030 Fund8 Class A Class C Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.21% 0.08% 0.03% 0.13%
Target 2035 Fund9 Class A Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.08% 0.03% 0.13%
Target 2040 Fund10 Class A Class C Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.21% 0.08% 0.03% 0.13%
Target 2045 Fund11 Class A Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.08% 0.03% 0.13%
Target 2050 Fund12 Class A Class C Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.21% 0.08% 0.03% 0.13%

 

8		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
9		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
10		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
11		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
12		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds/Classes	Class-Level Admin. Fee
Target 2055 Fund13 Class A Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.08% 0.03% 0.13%
Target 2060 Fund14 Class A Class C Class R Class R4 Class R6 Administrator Class	0.21% 0.21% 0.21% 0.08% 0.03% 0.13%
Treasury Plus Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class	0.22% 0.10% 0.08% 0.04% 0.12%
Ultra Short-Term Income Fund Class A Class A2 Class C Administrator Class Institutional Class	0.16% 0.16% 0.16% 0.10% 0.08%
Ultra Short-Term Municipal Income Fund Class A Class A2 Class C Class R6 Administrator Class Institutional Class	0.16% 0.16% 0.16% 0.03% 0.10% 0.08%
Utility and Telecommunications Fund Class A Class C Administrator Class Institutional Class	0.21% 0.21% 0.13% 0.13%
Wisconsin Tax-Free Fund Class A Class C Institutional Class	0.16% 0.16% 0.08%

13		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
14		On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds/Classes	Class-Level Admin. Fee
100% Treasury Money Market Fund Class A Administrative Class Institutional Class Service Class Sweep Class	0.22% 0.10% 0.08% 0.12% 0.03%

 

Schedule A to Appendix A amended: June 2, 2021

 

The foregoing fee schedule is agreed to as of June 2, 2021 and shall remain in effect until changed in writing by the parties.

 

		WELLS FARGO FUNDS TRUST
		By:
			Catherine Kennedy
			Secretary
		WELLS FARGO FUNDS MANAGEMENT, LLC
		By:
			Paul Haast
			Senior Vice President

DISTRIBUTION AGREEMENT

 

THIS AMENDED AND RESTATED AGREEMENT is made as of February 20, 2014, as amended as of May 28, 2020, by and between WELLS FARGO FUNDS TRUST, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Fund” and collectively, the “Funds”), and WELLS FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (“WFFD”). Absent written notification to the contrary by either the Trust or WFFD, each new investment portfolio established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I.

WHEREAS this Distribution Agreement amends and replaces the agreement dated April 8, 2005 previously entered into by and between the parties;

WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust desires to retain WFFD as the exclusive distributor of the units of beneficial interest in all classes of shares (“Shares”) of the Funds, and WFFD is willing to render such services; and

WHEREAS, WFFD is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”).

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1.	Services as Distributor.

1.1.

WFFD will act as agent for the distribution of Shares in accordance with any instructions of the Trust’s Board of Trustees and with the Trust’s registration statement then in effect under the Securities Act of 1933, as amended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed.

1.2.

WFFD agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion, as it believes appropriate in connection with such solicitation. WFFD agrees to offer and sell Shares at the applicable public offering price or net asset value next determined after an order

is received. The Trust understands that WFFD is and may in the future be the distributor of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Funds. The Trust further understands that existing and future investors in the Funds may invest in shares of such other portfolios. The Trust agrees that WFFD’s duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.

1.3.

WFFD shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. WFFD shall be responsible for reviewing and providing advice on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file with FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations. In addition, WFFD will provide sufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Funds.

1.4.

In connection with all matters relating to this Agreement, WFFD agrees to comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal and state laws, rules and regulations.

1.5.

Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales.

1.6.

The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take, or cause to be taken, all actions that may be reasonably necessary in connection with the qualification of Shares for sale in such states as the Trust directs and in such states as WFFD may recommend to the Trust which the Trust approves, and the Trust shall pay all fees and other expenses incurred in connection with such qualification.

1.7.

The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds and Shares as WFFD may reasonably request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish WFFD upon request with: (a) audited annual and unaudited semi-annual statements of the Trust’s books and accounts with respect to each Fund, and (b) from time to time such additional information regarding the Funds’ financial condition as WFFD may reasonably request.

1.8.

WFFD may be reimbursed for all or a portion of the expenses described above and/or compensated for the services rendered hereunder, to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the “Plan”). No provision of this Agreement shall be deemed to prohibit any payments by a Fund to WFFD or by a Fund or WFFD to broker-dealers through whom Shares of the Fund are sold where such payments are made under the Plan. In addition, WFFD shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and reallow a portion thereof) as specified in the Trust’s registration statement and the Trust shall pay to WFFD the proceeds from any contingent deferred sales charge imposed on the redemption of Shares as specified in the Trust’s registration statement.

1.9.

WFFD shall prepare reports for the Board of Trustees of the Trust regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by WFFD, if any.

1.10.

WFFD shall enter into third-party written agreements with broker-dealers, based substantially on the form of Dealer Agreement attached as Appendix C to the Distribution Plan as may be approved by the Board of Trustees from time to time. WFFD also may enter into such agreements based on such additional forms of agreement as it deems appropriate, provided that WFFD determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such broker-dealer under any such third-party agreement do not exceed their responsibility or liability under the form(s) approved by the Board of Trustees, and provided further that WFFD determines that the overall terms of any such third-party agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board of Trustees. In entering into and performing under such agreements, WFFD shall act as principal and not as agent for the Trust or any Fund. A broker-dealer that executes a Dealer Agreement may also be entitled to receive a shareholder servicing fee, pursuant to a Fund’s shareholder servicing plan. Such shareholder servicing fee will be payable by the Fund through Wells Fargo Funds Management, LLC in its capacity as a servicing agent under the Plan.

2.

Representations and Undertakings.

2.1.

The Trust represents to WFFD that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.

2.2.

The Trust represents and warrants to WFFD that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations

of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes WFFD and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.

2.3.

No Shares shall be offered by either WFFD or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust.

2.4.

The Trust agrees to advise WFFD as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

3.

Indemnification.

3.1.

The Trust agrees to indemnify, defend and hold WFFD, its several officers and directors, and any person who controls WFFD within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which WFFD, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or necessary to make any statement in such documents not misleading; provided, however, that the Trust’s agreement to indemnify WFFD, its officers and directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by WFFD or any

affiliate thereof and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify WFFD, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which WFFD, its officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of WFFD’s, its officer’s or director’s, or any such controlling person’s duties, or by reason of WFFD’s, its officer’s or director’s, or any such controlling person’s reckless disregard of its obligations and duties under this Agreement.

3.2.

WFFD agrees to indemnify, defend and hold the Trust, its several officers and Trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by WFFD or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished by WFFD or any affiliate thereof to the Trust or its counsel required to be stated in such answers or necessary to make such information not misleading or (b) any alleged willful misfeasance, bad faith or negligence in the performance of WFFD’s obligations and duties under the Agreement or by reason of its alleged reckless disregard thereof.

4.

Confidentiality.

WFFD agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Funds and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where WFFD may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.

In accordance with Regulation S-P, WFFD and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust or any Fund regarding any shareholder; provided, however, that WFFD and its affiliates may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to WFFD and its affiliates, or as may be permitted by law. WFFD agrees to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.

5.

Anti-Money Laundering Program.

WFFD represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency, and will promptly remedy any material deficiency of which it learns.

6.

Limitations of Liability.

Except as provided in paragraph 3.2, WFFD shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

7.

Term.

This Agreement shall become effective on the date of its execution and, unless sooner terminated as provided herein, shall continue in effect for a period of two years from the date written above. This Agreement shall thereafter continue from year to year, provided such continuance is specifically approved at least annually by (i) the Trust’s Board of Trustees, or (ii) a vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by the majority of the Trust’s Trustees who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is not assignable and is terminable with respect to a Fund, without penalty, on not less than sixty (60) days’ written notice, by the Trust’s Board of Trustees, by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of such Fund, or by WFFD. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).

8.

Release.

The names “Wells Fargo Funds Trust” and “Trustees of Wells Fargo Funds Trust” refer respectively to the Trust created by the Declaration of Trust and the Trustees as Trustees but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer or shareholder shall be personally liable for any such liabilities. All persons dealing with any Fund of the Trust must look solely to the property belonging to such Fund for the enforcement of any claims against the Trust.

9.

Miscellaneous.

9.1

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 an enforcement of the change, waiver, discharge or termination is sought.

9.2

This Agreement shall be governed by the laws of the State of Delaware.

10.

Notices.

Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice. Until further notice, it is agreed that the address of the Trust shall be Wells Fargo Funds Trust, 525 Market Street, 12^th Floor, San Francisco, California 94105, Attention: Secretary, and that of WFFD shall be Wells Fargo Funds Distributor, LLC, 525 Market Street, 12^th Floor, San Francisco, California 94105, Attention: Secretary.

11.

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 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.

12.

Counterparts.

This Agreement may be executed in any manner of counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

 

	WELLS FARGO FUNDS TRUST
	on behalf of the Funds
	By:
		Name: Catherine Kennedy
		Title:    Secretary
	WELLS FARGO FUNDS DISTRIBUTOR, LLC
	By:
		Name: Gale Gebstadt
		Title:    Secretary

SCHEDULE I

 

DISTRIBUTION AGREEMENT

WELLS FARGO FUNDS TRUST

 

100% Treasury Money Market Fund

Absolute Return Fund

Adjustable Rate Government Fund

Alternative Risk Premia Fund

Asset Allocation Fund

C&B Large Cap Value Fund

C&B Mid Cap Value Fund

California Limited-Term Tax-Free Fund

California Tax-Free Fund

Classic Value Fund

Common Stock Fund

Conservative Income Fund

Core Bond Fund

Core Plus Bond Fund

Disciplined Small Cap Fund

Disciplined U.S. Core Fund

Discovery Fund

Diversified Capital Builder Fund

Diversified Equity Fund¹

Diversified Income Builder Fund

Dynamic Target Today Fund

Dynamic Target 2015 Fund

Dynamic Target 2020 Fund

Dynamic Target 2025 Fund

Dynamic Target 2030 Fund

Dynamic Target 2035 Fund

Dynamic Target 2040 Fund

Dynamic Target 2045 Fund

Dynamic Target 2050 Fund

Dynamic Target 2055 Fund

Dynamic Target 2060 Fund

Emerging Growth Fund

Emerging Markets Equity Fund

Emerging Markets Equity Income Fund

Endeavor Select Fund

Enterprise Fund

Fundamental Small Cap Growth Fund

Global Investment Grade Credit Fund

Global Small Cap Fund

Government Money Market Fund

Government Securities Fund

Growth Fund

Growth Balanced Fund

 

1	On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.

Heritage Money Market Fund

High Yield Bond Fund

High Yield Municipal Bond Fund

Income Plus Fund

Index Asset Allocation Fund

Index Fund

Intermediate Tax/AMT-Free Fund

International Bond Fund

International Equity Fund

Large Cap Core Fund

Large Cap Growth Fund

Large Company Value Fund

Low Volatility U.S. Equity Fund

Managed Account CoreBuilder Shares Series CP

Managed Account CoreBuilder Shares Series M

Managed Account CoreBuilder Shares Series SM

Minnesota Tax-Free Fund

Moderate Balanced Fund

Money Market Fund

Municipal Bond Fund

Municipal Cash Management Money Market Fund

Municipal Sustainability Fund

National Tax-Free Money Market Fund

Omega Growth Fund

Opportunity Fund

Pennsylvania Tax-Free Fund

Precious Metals Fund

Premier Large Company Growth Fund

Real Return Fund

Short Duration Government Bond Fund

Short-Term Bond Plus Fund

Short-Term High Yield Bond Fund

Short-Term Municipal Bond Fund

Small Cap Fund

Small Company Growth Fund

Small Company Value Fund

Special International Small Cap Fund

Special Mid Cap Value Fund

Special Small Cap Value Fund

Specialized Technology Fund

Spectrum Aggressive Growth Fund

Spectrum Conservative Growth Fund

Spectrum Growth Fund

Spectrum Income Allocation Fund

Spectrum Moderate Growth Fund

Strategic Municipal Bond Fund

Target Today Fund²

 

2	On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Target 2010 Fund³

Target 2015 Fund⁴

Target 2020 Fund⁵

Target 2025 Fund⁶

Target 2030 Fund⁷

Target 2035 Fund⁸

Target 2040 Fund⁹

Target 2045 Fund¹⁰

Target 2050 Fund¹¹

Target 2055 Fund¹²

Target 2060 Fund¹³

Treasury Plus Money Market Fund

Ultra Short-Term Income Fund

Ultra Short-Term Municipal Income Fund

Utility and Telecommunications Fund

Wisconsin Tax-Free Fund

 

Schedule I amended: June 2, 2021

 

3	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
4	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
5	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
6	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
7	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
8	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
9	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
10	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
11	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
12	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
13	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

WELLS FARGO FUNDS TRUST

 

DISTRIBUTION PLAN

 

WHEREAS, Wells Fargo Funds Trust (“Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Trust desires to adopt a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act on behalf of the classes of shares of each Fund listed in Appendix A as it may be amended from time to time (each, a “Fund” and, collectively, the “Funds”) and the Board of Trustees, including a majority of the Qualified Trustees (as defined below), has determined that there is a reasonable likelihood that adoption of the Plan will benefit each class of each Fund listed in Appendix A and its shareholders;

NOW THEREFORE, each Fund hereby adopts the Plan on behalf of each class of each Fund listed in Appendix A, in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:

Section 1. The Trust, on behalf of each class of each Fund listed in Appendix A, may pay to the principal underwriter of the Funds (the “Distributor”), as compensation for services or other activities that are primarily intended to result in the sale of shares, or reimbursement for expenses incurred in connection with services or other activities that are primarily intended to result in the sale of shares, a monthly amount that is no higher than the annual rates as set forth on Appendix A. Subject to such maximum annual rates, the actual amount payable to the Distributor shall be determined from time to time by mutual agreement between the Trust and the Distributor. The Trust, on behalf of each Fund, may execute and deliver written agreements based substantially on the form attached hereto as Appendix B or on any other form duly approved by the Board (the “Distribution Agreement”) with the Distributor to provide or engage other entities to provide certain distribution-related services. The Distributor may execute and deliver written, third-party agreements with one or more broker-dealers based substantially on the form duly approved by the Board, attached hereto as Appendix C, (the “Dealer Agreement”) under which such broker-dealers may receive compensation for distribution-related services from the Distributor, including, but not limited to, commissions or other payments to such agents based on the average daily net assets of Fund shares attributable to them. The Distributor may retain any portion of the amount payable hereunder to compensate it for distribution-related services provided by it or to reimburse it for other distribution-related expenses. The Distributor also may enter into such agreements based on such additional forms of agreements as it deems appropriate, provided that the Distributor determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such broker-dealer under any such third-party agreement do not exceed their responsibility or liability under the form(s) approved by the Board of Trustees, and provided further that the Distributor determines that the overall terms of any such third-party agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board of Trustees. In addition, any agreement related to the Plan shall provide:

A.

That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of such class of such Fund, on not more than 60 days’ written notice to any other party to the agreement; and

B.

That such agreement shall terminate automatically in the event of its assignment.

Section 2. The Plan shall be effective with respect to each class of a Fund listed on Appendix A, (or each class of a Fund added to Appendix A from time to time): (a) on the date upon which it is approved for such class (i) by vote of a majority of the Trustees of the Trust, including a majority of the Qualified Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan for such class, and (ii) by at least a majority of the outstanding voting securities of the class or Fund, if required; or (b) on the date the class commences operations, if such date is later.

Section 3. Unless earlier terminated, the Plan shall continue in effect for a period of one year from its respective effective date and shall continue thereafter for successive annual periods, provided that such Plan is reapproved at least annually by vote of a majority of the Trustees of the Trust, including a majority of the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such reapproval.

Section 4. So long as the Plan is in effect, the Trust shall provide, or shall cause the Distributor to provide, to the Trust’s Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended by the Trust under the Plan and each related agreement and the purposes for which such expenditures were made.

Section 5. The Plan may not be amended to increase materially the amount that may be expended by a class of a Fund pursuant to the Plan without the approval by a vote of a majority of the outstanding voting securities of such class of such Fund, and no material amendment to the Plan shall be made unless approved by vote of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such approval.

Section 6. The Plan may be terminated with respect to any class at any time by vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the class.

Section 7. While the Plan is in effect, the selection and nomination of each Trustee who is not an interested person of the Trust shall be committed to the discretion of the Trustees who are not interested persons.

Section 8. To the extent any payments made by the Fund pursuant to a Shareholder Servicing Plan and Servicing Agreement are deemed to be payments for the financing of any activity primarily intended to result in the sale of shares within the context of Rule 12b-1 under the 1940 Act, such payments shall be deemed to have been approved pursuant to the Plan. Notwithstanding anything herein to the contrary, no Fund or class of shares shall be obligated to make any payments under the Plan that exceed the maximum amounts payable under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc.

Section 9. The Trust shall preserve copies of the Plan, each related agreement and each written report presented to the Trust’s Board of Trustees pursuant to Section 1 hereof, for a period of not less than six years from the date of the Plan, agreement or report, as the case may be, the first two years in an easily accessible place.

Section 10. The provisions of the Plan are severable for each class of each Fund listed in Appendix A, and whenever any action is to be taken with respect to the Plan, such action shall be taken separately for each such class affected.

Section 11. As used in the Plan, (a) the terms “assignment”, “interested person” and “vote of a majority of the outstanding voting securities” shall have the respective meanings given them in the 1940 Act and the rules and regulations thereunder, subject to such exemption or interpretation as may be provided by the Securities and Exchange Commission or the staff thereof, and (b) the term “Qualified Trustees” shall mean the Trustees of the Trust who (i) are not “interested persons” of the Trust and (ii) have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan. The agreement(s) between the Trust and its Distributor shall be considered to be agreements related to the Plan. The agreement(s) between the Distributor and any selling agents shall not be considered to be agreements related to the Plan.

Section 12. 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 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.

 

Amended: May 28, 2020

APPENDIX A

 

DISTRIBUTION PLAN

WELLS FARGO FUNDS TRUST

 

Funds Trust Funds and Share Classes	Maximum Rule 12b-1 Fee
Absolute Return Fund Class C Class R	0.75 0.25
Adjustable Rate Government Fund Class C	0.75
Asset Allocation Fund Class C Class R	0.75 0.25
C&B Large Cap Value Fund Class C	0.75
C&B Mid Cap Value Fund Class C	0.75
California Limited-Term Tax-Free Fund Class C	0.75
California Tax-Free Fund Class C	0.75
Classic Value Fund Class C Class R	0.75 0.25
Common Stock Fund Class C	0.75
Core Bond Fund Class C Class R	0.75 0.25
Core Plus Bond Fund Class C	0.75
Disciplined U.S. Core Fund Class C Class R	0.75 0.25
Discovery Fund Class C	0.75
Diversified Capital Builder Fund Class C	0.75
Diversified Equity Fund1 Class C	0.75
Diversified Income Builder Fund Class C	0.75
Dynamic Target Today Fund Class C	0.75

 

1	On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.

Funds Trust Funds and Share Classes	Maximum Rule 12b-1 Fee
Dynamic Target 2015 Fund Class C	0.75
Dynamic Target 2020 Fund Class C	0.75
Dynamic Target 2025 Fund Class C	0.75
Dynamic Target 2030 Fund Class C	0.75
Dynamic Target 2035 Fund Class C	0.75
Dynamic Target 2040 Fund Class C	0.75
Dynamic Target 2045 Fund Class C	0.75
Dynamic Target 2050 Fund Class C	0.75
Dynamic Target 2055 Fund Class C	0.75
Dynamic Target 2060 Fund Class C	0.75
Emerging Growth Fund Class C	0.75
Emerging Markets Equity Fund Class C	0.75
Emerging Markets Equity Income Fund Class C Class R	0.75 0.25
Endeavor Select Fund Class C	0.75
Enterprise Fund Class C	0.75
Fundamental Small Cap Growth Fund Class C	0.75
Global Small Cap Fund Class C	0.75
Government Money Market Fund Sweep Class	0.10
Government Securities Fund Class C	0.75
Growth Balanced Fund Class C	0.75
Growth Fund Class C	0.75
High Yield Bond Fund Class C	0.75
High Yield Municipal Bond Fund Class C	0.75

Funds Trust Funds and Share Classes	Maximum Rule 12b-1 Fee
Income Plus Fund Class C	0.75
Index Asset Allocation Fund Class C	0.75
Index Fund Class C	0.75
Intermediate Tax/AMT-Free Fund Class C	0.75
International Bond Fund Class C	0.75
International Equity Fund Class C Class R	0.75 0.25
Large Cap Core Fund Class C Class R	0.75 0.25
Large Cap Growth Fund Class C Class R	0.75 0.25
Large Company Value Fund Class C	0.75
Low Volatility U.S. Equity Fund Class C	0.75
Minnesota Tax-Free Fund Class C	0.75
Moderate Balanced Fund Class C	0.75
Money Market Fund Class C	0.75
Municipal Bond Fund Class C	0.75
Municipal Sustainability Fund Class C	0.75
Omega Growth Fund Class C Class R	0.75 0.25
Opportunity Fund Class C	0.75
Pennsylvania Tax-Free Fund Class C	0.75
Precious Metals Fund Class C	0.75
Premier Large Company Growth Fund Class C	0.75
Real Return Fund Class C	0.75
Short Duration Government Bond Fund Class C	0.75

Funds Trust Funds and Share Classes	Maximum Rule 12b-1 Fee
Short-Term Bond Plus Fund Class C	0.75
Short-Term High Yield Bond Fund Class C	0.75
Short-Term Municipal Bond Fund Class C	0.75
Small Cap Fund Class C	0.75
Small Company Growth Fund Class C	0.75
Small Company Value Fund Class C	0.75
Specialized Technology Fund Class C	0.75
Special Mid Cap Value Fund Class C Class R	0.75 0.25
Special Small Cap Value Fund Class C Class R	0.75 0.25
Spectrum Aggressive Growth Fund Class C	0.75
Spectrum Conservative Growth Fund Class C	0.75
Spectrum Growth Fund Class C	0.75
Spectrum Income Allocation Fund Class C	0.75
Spectrum Moderate Growth Fund Class C	0.75
Strategic Municipal Bond Fund Class C	0.75
Target Today Fund2 Class C Class R	0.75 0.25
Target 2010 Fund3 Class C Class R	0.75 0.25

 

2	On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
3	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds Trust Funds and Share Classes	Maximum Rule 12b-1 Fee
Target 2015 Fund4 Class R	0.25
Target 2020 Fund5 Class C Class R	0.75 0.25
Target 2025 Fund6 Class R	0.25
Target 2030 Fund7 Class C Class R	0.75 0.25
Target 2035 Fund8 Class R	0.25
Target 2040 Fund9 Class C Class R	0.75 0.25
Target 2045 Fund10 Class R	0.25
Target 2050 Fund11 Class C Class R	0.75 0.25
Target 2055 Fund12 Class R	0.25

 

4	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
5	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
6	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
7	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
8	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
9	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
10	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
11	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
12	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds Trust Funds and Share Classes	Maximum Rule 12b-1 Fee
Target 2060 Fund13 Class C Class R	0.75 0.25
Ultra Short-Term Income Fund Class C	0.75
Ultra Short-Term Municipal Income Fund Class C	0.75
Utility and Telecommunications Fund Class C	0.75
Wisconsin Tax-Free Fund Class C	0.75
100% Treasury Money Market Fund Sweep Class	0.10

 

Appendix A amended: June 1, 2021

 

13	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

AMENDED AND RESTATED

EXPENSE ASSUMPTION AGREEMENT

 

This AMENDED AND RESTATED EXPENSE ASSUMPTION AGREEMENT (this “Agreement”) is made as of this 1^st day of June, 2021, by and between Wells Fargo Funds Trust (the “Trust”), a Delaware statutory trust, for itself and on behalf of its series now or hereafter identified on Schedule A (each, a “Fund” and collectively, the “Funds”), and WELLS FARGO FUNDS MANAGEMENT, LLC, a Delaware limited liability company (“Funds Management” or the “Manager”).

 

WHEREAS, the Trust is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Funds are series thereof; and

 

WHEREAS, Funds Management serves as investment manager and administrator to each of the Funds pursuant to an investment management agreement (the “Investment Management Agreement”) and a class-level administration agreement; and

 

WHEREAS, the Trust and Funds Management have determined that it is appropriate and in the best interests of the Funds for Funds Management to absorb and pay or reimburse the expenses of each Fund as and to the extent provided in this Agreement;

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

 

1.         Expense Limitation. The Manager shall absorb and pay or reimburse all ordinary operating expenses of each Fund, including but not limited to fees payable for:

 

a)

services provided by the Fund’s investment adviser, administrator and distributor, if any;

b)

services provided by the Fund’s independent public accountants, transfer agent, custodian, fund accountant, shareholder servicing agent(s) and dividend disbursing agent(s),

c)

ordinary legal services, including services that arise in the ordinary course of business for an open-end management investment company,

d)

services of obtaining quotations for calculating the value of each Fund’s net assets,

e)

services incident to meetings of the Fund’s shareholders, the preparation and mailing of prospectuses and reports of the Fund to its shareholders, the filing of reports with regulatory bodies, the Fund’s pro rata share of the cost of maintenance of the Trust’s existence and qualification to do business, the Fund’s pro rata share of the cost of meetings of the Board of Trustees, including its pro rata share of compensation payable by the Trust to the Trustees in their capacity as such, and the registration or qualification of shares with federal and state securities authorities,

f)

the Fund’s pro rata portion of the premium payable for the fidelity bond required by Section 17(g) of the 1940 Act and for any Errors and Omissions Liability policy providing for coverage of the Trusts’ trustees and officers,

g)

any commitment fees payable for the Fund’s participation in a line of credit,

h)

services in connection with establishing the Funds and offering shares of the Funds, but excluding portfolio transaction or other investment-related costs (e.g., commissions), fees payable for services provided by the Fund’s securities lending agent, interest, taxes, leverage expenses (as defined below), and other expenses not incurred in the ordinary course of the Funds’ business. For the purposes of this Agreement, leverage expenses shall mean fees, costs and expenses incurred by a Fund’s use of leverage (including, without limitation, expenses incurred by a Fund in creating, establishing and maintaining leverage through borrowings), and

i)

fees and expenses incurred as a result of investments in underlying funds, if any.

 

2.         Duration. This Agreement shall become effective on its execution date and shall remain in full force and effect indefinitely until terminated pursuant to the provisions in Paragraph 3.

 

3.         Termination of Agreement. This Agreement shall terminate automatically upon termination of the Investment Management Agreement in accordance with its terms, and otherwise may only be terminated by mutual agreement of both parties. The Manager shall be obligated to absorb and pay or reimburse ordinary expenses incurred prior to such termination of the Investment Management Agreement.

 

4.         Modification; Amendment. No modification or amendment to this Agreement shall be binding unless in writing and executed by Funds Management or the Trust. Notwithstanding the foregoing, the parties hereby agree that Schedule A may be amended or supplemented by having Funds Management and the Trust execute an updated Schedule, without having such action constitute a modification or amendment to this Agreement.

 

5.         Tax Treatment. The Trust and Funds Management desire that the provisions of this Agreement do not adversely affect a Fund’s status as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), do not interfere with a Fund’s ability to compute its taxable income under Code Section 852, do not adversely affect the status of the distributions a Fund makes as deductible dividends under Code Section 562, and do comply with the requirements of Revenue Procedure 99-40 (or any successor pronouncement of the Internal Revenue Service) to the extent applicable.

 

6.         Miscellaneous.

 

6.1       The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

6.2       Nothing herein shall be deemed to require the Trust or a Fund to take any action contrary to the Trust’s declaration of trust or by-laws, or similar governing document, an applicable prospectus or statement of additional information, or any applicable statutory or regulatory requirement, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Funds.

 

6.3       Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from the terms and provisions of the Investment Management Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Investment Management Agreement or the 1940 Act.

 

6.4       If any provision of this Agreement is declared to be prohibited or unenforceable, the remaining provisions of this Agreement shall continue to be valid and fully enforceable.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

 

WELLS FARGO FUNDS trust,			WELLS FARGO FUNDS Management, LLC
for itself and on behalf of its series
listed on Schedule A hereto
By:			By:
	Catherine Kennedy			Paul Haast
	Secretary			Senior Vice President

SCHEDULE A

 

EXPENSE ASSUMPTION AGREEMENT

WELLS FARGO FUNDS TRUST

 

This Agreement applies to each of the following Series:

 

Wells Fargo Managed Account CoreBuilder® Shares - Series CP

Wells Fargo Managed Account CoreBuilder® Shares - Series M

Wells Fargo Managed Account CoreBuilder® Shares - Series SM

 

Initial approval by the Board of Trustees: November 7, 2007

Amended and Restated: June 1, 2021

Schedule A Amended: August 11, 2020

AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT

 

THIS AMENDED AND RESTATED AGREEMENT is made as of June 1, 2018, and amended as of October 3, 2008 and May 20, 2015, among Wells Fargo Funds Trust (the “Trust”), a Delaware statutory trust, for itself and on behalf of its series listed from time to time in Schedule A and B attached hereto (individually referred to as the “Fund” or collectively referred to as the “Funds”), Wells Fargo Master Trust (“Master Trust”), a Delaware statutory trust, and Wells Fargo Funds Management, LLC (“Funds Management” or the “Adviser”), a limited liability company organized under the laws of the State of Delaware.

WHEREAS, each of the Trust and Master Trust is an open-end investment company registered under the Investment Company Act of 1940; and

WHEREAS, Funds Management serves as investment adviser and/or administrator to each of the Funds pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) and/or an administration agreement (the “Administration Agreement”);

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.       Limitation on Total Operating Expense Ratios. The Adviser hereby agrees to waive any advisory fees payable to it under the Investment Advisory Agreement, waive any administration fees payable to it under the Administration Agreement, and/or reimburse other expenses of the Funds or a class to the extent necessary to maintain a total operating expense ratio for each class of each Fund that does not exceed its capped operating expense ratio (each, a “Capped Operating Expense Ratio”) as set forth from time to time in Schedule A attached hereto (each, a “Commitment”). The operating expenses that may not exceed the Capped Operating Expense Ratio do not include expenses that are not included in calculating a fund’s operating expense ratio as reflected in its audited financial highlights (such as brokerage commissions, stamp duty fees, interest, taxes or acquired fund fees and expense), prime broker fees, dividend and interest expense on securities sold short and do not include Extraordinary Expenses. Extraordinary Expenses shall include other expenses as are determined by a vote of the majority of the Trustees to be Extraordinary Expenses for this purpose.

2.       Application of the Commitments to Tiered Funds. A Fund that invests in shares of a money market Fund need not attribute the money market Fund’s fees to the investing Fund’s operating expenses. A non-WealthBuilder Fund that invests in shares of a Wells Fargo Master Trust portfolio or in shares of a non-money market Fund shall attribute the portfolio’s or non-money market Fund’s fees to the investing Fund’s operating expenses. A Dynamic Target Date Fund that invests in securities of any registered investment company other than a money market Fund shall attribute the registered investment company’s fees to the investing Fund’s operating expenses. A WealthBuilder Fund that invests in shares of a Wells Fargo Master Trust Portfolio or in shares of a non-money market Fund need not attribute the portfolio’s or non-money market Fund’s fees to the investing Fund’s operating expenses. Except as expressly provided in this Section 2, a Fund that invests in securities of any registered investment company need not attribute the fees of such other registered investment company to the investing Fund’s operating expenses.

3.       Duration of the Commitments.

(a)

Initial Waiver. The parties agree that Funds Management will maintain the Capped Operating Expense Ratios until the expiration/renewal date specified in Schedule A (the “Expiration/Renewal Date”).

(b)

Automatic Renewal of the Commitments. The parties agree that each Commitment will renew automatically for a period of one year from each anniversary of the Expiration/Renewal Date unless, prior to such anniversary date: (i) Funds Management provides notice to the Board to the effect that it has elected not to renew a Commitment for a full year with respect to one or more specified Funds or classes; (ii) Funds Management provides notice to the Board to the effect that it has elected to reduce a listed Capped Operating Expense Ratio with respect to one or more specified Funds or classes; and/or (iii) the Board approves an increase to the listed Capped Operating Expense Ratio with respect to one or more specified Funds or classes. The notice referred to in subparagraphs (i) and (ii), above, or in subparagraph (i) of Subsection 3(c), may take the form of presentation materials delivered to the Board at or before a meeting of the Board, a presentation to the Board at a meeting that is reflected in the minutes of such meeting, or written notice delivered to the Board.

(c)

Funds Management’s Obligations Following Non-Renewal of a Commitment. Following any non-renewal of a Commitment with respect to one or more specified Funds or classes pursuant to Subsection 3(b), Funds Management will nevertheless maintain the listed Capped Operating Expense Ratio of the Fund or class until such time as: (i) Funds Management provides notice to the Board that it is reinstating the Commitment with respect to the Fund or class at the same or a reduced Capped Operating Expense Ratio, in which case the provisions of Subsection 3(b) shall govern thereafter; (ii) the Board approves an increase in the listed Capped Operating Expense Ratio, in which case the provisions of Subsection 3(d) shall govern; or (iii) the Board approves the elimination of any obligation to maintain a specified ratio.

(d)

Board Approval of an Increase in a Capped Operating Expense Ratio. If the Board approves an increase in the listed Capped Operating Expense Ratio of a Fund or class, Funds Management’s Commitment to maintain the higher Capped Operating Expenses Ratio will be governed by the renewal and non-renewal provisions of Subsection 3(b).

(e)

Funds Management’s Ability to Reduce a Capped Operating Expense Ratio or Extend the Term of a Commitment. Notwithstanding any other provision of this Agreement, Funds Management may reduce the Capped Operating Expense Ratio of a Fund or a class, or extend the term of the Commitment to maintain the Capped Operating Expense Ratio of a Fund or a class, without prior approval of

the Board. Funds Management shall inform the Board of any action taken under this Subsection no later than the next regularly scheduled Board meeting. Unless Funds Management informs the Board that the reduced Capped Operating Expense Ratio will be governed by the renewal and non-renewal provisions of Subsection 3(b), the Capped Operating Expense Ratio of the Fund or class will revert to the Capped Operating Expense Ratio previously in effect at the next Expiration/Renewal Date.

4.       Modification; Amendment. No modification or amendment to this Agreement shall be binding unless in writing and executed by Funds Management, the Trust and, if affected thereby, Wells Fargo Master Trust. Notwithstanding the foregoing, the parties hereby agree that the Schedules may be amended or supplemented by having Funds Management, the Trust and, if affected thereby, Wells Fargo Master Trust execute updated Schedules, without having such action constitute a modification or amendment to this Agreement. Among other matters, the parties intend that: (a) Schedule A shall be updated to reflect any additional Funds or classes that are established from time to time by the Trust and as to which a Capped Operating Expense Ratio is established; (b) Schedule A shall be updated to reflect any increases to Capped Operating Expense Ratios that have been approved by the Board or any reductions in Capped Operating Expense Ratios that have been implemented pursuant to the notice provisions of Subsections 3(b) or 3(c), or any reductions implemented by Funds Management pursuant to Subsection 3(e); (c) Schedule A shall be updated to reflect any term extensions implemented by Funds Management pursuant to Section 3(e); and (d) Schedule A shall designate any Funds or classes as to which a Commitment has not been renewed until (i) a Commitment is reinstated pursuant to Subsection 3(c) or 3(d), or (ii) the Board approves the elimination of any obligation to maintain a specified ratio, at which time such Fund or class shall be moved to Schedule B.

5.       Entire Agreement. This Amended and Restated Agreement constitutes the entire agreement of the parties with respect to its subject matter. Each provision herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. In addition, each provision herein shall be treated as separate and independent with respect to each Fund.

IN WITNESS WHEREOF, the parties have duly executed this Amended and Restated Agreement as of June 1, 2018.

			WELLS FARGO FUNDS TRUST, for itself and on behalf of its series listed from time to time on the Schedules attached hereto
			By
				Andrew Owen
				President

 

			WELLS FARGO MASTER TRUST
			By
				Andrew Owen
				President

 

			WELLS FARGO FUNDS MANAGEMENT, LLC
			By
				Paul Haast
				Senior Vice President

SCHEDULE A

 

FEE AND EXPENSE AGREEMENT

WELLS FARGO FUNDS TRUST

 

(Capped Operating Expense Ratios)

 

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Absolute Return Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.71% 1.46% 0.96% 0.28% 0.57% 0.33%	August 31, 2021 August 31, 2021 August 31, 2021 August 31, 2021 August 31, 2021 August 31, 2021
Adjustable Rate Government Fund Class A Class C Administrator Class Institutional Class	0.74% 1.49% 0.60% 0.46%	December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Alternative Risk Premia Fund Class R6 Institutional Class	0.62% 0.72%	October 31, 2021 October 31, 2021
Asset Allocation Fund Class A Class C Class R Administrator Class Institutional Class	1.13% 1.88% 1.38% 0.95% 0.80%	August 31, 2021 August 31, 2021 August 31, 2021 August 31, 2021 August 31, 2021
C&B Large Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class	1.08% 1.83% 0.65% 1.00% 0.75%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
C&B Mid Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class	1.25% 2.00% 0.80% 1.15% 0.90%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
California Limited-Term Tax-Free Fund Class A Class C Administrator Class Institutional Class	0.80% 1.55% 0.60% 0.50%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021
California Tax-Free Fund Class A Class C Administrator Class Institutional Class	0.75% 1.50% 0.55% 0.48%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Classic Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	1.11% 1.86% 1.36% 0.65% 0.95% 0.70%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Common Stock Fund Class A Class C Class R6 Administrator Class Institutional Class	1.26% 2.01% 0.83% 1.10% 0.85%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
Conservative Income Fund Class A2 Institutional Class	0.50% 0.25%	December 31, 2021 December 31, 2021
Core Bond Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class	0.78% 1.53% 1.03% 0.52% 0.37% 0.70% 0.42%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Core Plus Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.73% 1.48% 0.35% 0.62% 0.40%	December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Disciplined Small Cap Fund Class A Class R6 Administrator Class Institutional Class	0.93% 0.50% 0.85% 0.60%	July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021
Disciplined U.S. Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	0.87% 1.62% 1.12% 0.43% 0.74% 0.48%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Discovery Fund Class A Class C Class R6 Administrator Class Institutional Class	1.22% 1.97% 0.79% 1.14% 0.89%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Diversified Capital Builder Fund Class A Class C Administrator Class Institutional Class	1.13% 1.88% 1.05% 0.78%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
Diversified Equity Fund1 Class A Class C Administrator Class	1.25% 2.00% 1.00%	September 30, 2021 September 30, 2021 September 30, 2021
Diversified Income Builder Fund Class A Class C Class R6 Administrator Class Institutional Class	0.85% 1.60% 0.42% 0.77% 0.52%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
Dynamic Target Today Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2015 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2020 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2025 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2030 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021

 

1

On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.

2

On June 1, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the addition of the Administrator Class to each Dynamic Target Fund with a net operating expense ratio (NOER) of 0.49%, effective upon the closing of the reorganizations of the Target Funds into the Dynamic Target Funds, on or about October 15, 2021. In addition, the Board was notified of a 0.08% NOER reduction to Class A, C, R4 and R6 to each Dynamic Target Fund. The NOER reductions for all classes will have an expiration date of June 30, 2023 and will become effective upon the closing of the reorganizations of the Target Funds into the Dynamic Target Funds, on or about October 15, 2021.

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Dynamic Target 2035 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2040 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2045 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2050 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2055 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Dynamic Target 2060 Fund2 Class A Class C Class R4 Class R6	0.68% 1.43% 0.37% 0.22%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Emerging Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	1.28% 2.03% 0.85% 1.20% 0.90%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Emerging Markets Equity Fund3 Class A Class C Class R6 Administrator Class Institutional Class	1.55% 2.30% 1.13% 1.42% 1.17%	February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022

 

3

On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust were notified of net operating expense ratio reductions to each share class of the Emerging Markets Equity Fund. Effective July 1, 2021, the net operating expense ratios will be: Class A 1.44%, Class C 2.19%, Class R6 1.01%, Administrator Class 1.36%, Institutional Class 1.11%, each with an expiration date of February 28, 2023.

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Emerging Markets Equity Income Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	1.55% 2.30% 1.80% 1.17% 1.45% 1.22%	February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022
Endeavor Select Fund Class A Class C Class R6 Administrator Class Institutional Class	1.03% 1.78% 0.60% 0.94% 0.70%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Enterprise Fund Class A Class C Class R6 Administrator Class Institutional Class	1.18% 1.93% 0.80% 1.10% 0.85%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
Fundamental Small Cap Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	1.23% 1.98% 0.80% 1.15% 0.90%	July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021
Global Investment Grade Credit Fund Class R6 Institutional Class	0.45% 0.50%	March 31, 2022 March 31, 2022
Global Small Cap Fund Class A Class C Administrator Class Institutional Class	1.55% 2.30% 1.40% 1.15%	February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022
Government Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class Sweep Class	0.60% 0.34% 0.20% 0.14% 0.50% 0.50%	May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022
Government Securities Fund Class A Class C Administrator Class Institutional Class	0.85% 1.60% 0.64% 0.48%	December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Growth Balanced Fund Class A Class C Administrator Class	1.13% 1.88% 0.95%	September 30, 2021 September 30, 2021 September 30, 2021

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	1.16% 1.91% 0.70% 0.96% 0.75%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Heritage Money Market Fund Administrator Class Institutional Class Select Class Service Class	0.33% 0.20% 0.13% 0.43%	May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022
High Yield Bond Fund Class A Class C Administrator Class Institutional Class	0.93% 1.68% 0.80% 0.53%	December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
High Yield Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.80% 1.55% 0.50% 0.70% 0.55%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021
Income Plus Fund Class A Class C Administrator Class Institutional Class	0.90% 1.65% 0.75% 0.60%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
Index Asset Allocation Fund Class A Class C Administrator Class Institutional Class	1.08% 1.83% 0.90% 0.75%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
Index Fund Class A Class C Administrator Class	0.45% 1.20% 0.25%	September 30, 2021 September 30, 2021 September 30, 2021
Intermediate Tax/AMT-Free Fund Class A Class C Class R6 Administrator Class Institutional Class	0.70% 1.45% 0.40% 0.60% 0.45%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021
International Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	1.03% 1.78% 0.65% 0.85% 0.70%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
International Equity Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	1.14% 1.89% 1.39% 0.79% 1.14% 0.84%	February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022 February 28, 2022
Large Cap Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	1.08% 1.83% 1.33% 0.65% 0.97% 0.67%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Large Cap Growth Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class	1.07% 1.82% 1.32% 0.80% 0.65% 0.95% 0.75%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Large Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class	0.83% 1.58% 0.40% 0.75% 0.50%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Low Volatility U.S. Equity Fund Class A Class C Class R6 Administrator Class Institutional Class	0.73% 1.48% 0.30% 0.65% 0.40%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Minnesota Tax-Free Fund Class A Class C Administrator Class Institutional Class	0.85% 1.60% 0.60% 0.52%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021
Moderate Balanced Fund Class A Class C Administrator Class Institutional Class	1.15% 1.90% 0.90% 0.80%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Money Market Fund Class A Class C Premier Class Service Class	0.60% 1.35% 0.20% 0.50%	May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.75% 1.50% 0.40% 0.60% 0.45%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021
Municipal Cash Management Money Market Fund Administrator Class Institutional Class Service Class	0.30% 0.20% 0.45%	May 31, 2022 May 31, 2022 May 31, 2022
Municipal Sustainability Fund Class A Class C Class R6 Administrator Class Institutional Class	0.75% 1.50% 0.40% 0.60% 0.45%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021
National Tax-Free Money Market Fund Class A Administrator Class Premier Class Service Class	0.60% 0.30% 0.20% 0.45%	May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022
Omega Growth Fund4 Class A Class C Class R Administrator Class Institutional Class	1.30% 2.05% 1.55% 1.10% 0.85%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Opportunity Fund Class A Class C Class R6 Administrator Class Institutional Class	1.18% 1.93% 0.72% 1.00% 0.75%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
Pennsylvania Tax-Free Fund Class A Class C Institutional Class	0.74% 1.49% 0.49%	October 31, 2021 October 31, 2021 October 31, 2021
Precious Metals Fund Class A Class C Administrator Class Institutional Class	1.09% 1.84% 0.95% 0.79%	July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021

 

4

On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust were notified of net operating expense ratio reductions to each share class of the Omega Growth Fund. Effective December 1, 2021, the net operating expense ratios will be: Class A 1.26%, Class C 2.01%, Class R 1.51%, each with an expiration date of November 30, 2022.

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Premier Large Company Growth Fund Class A Class C Class R4 Class R6 Administrator Class Institutional Class	1.11% 1.86% 0.80% 0.65% 1.00% 0.70%	November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021 November 30, 2021
Real Return Fund Class A Class C Class R6 Administrator Class Institutional Class	0.78% 1.53% 0.40% 0.60% 0.45%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Short Duration Government Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.78% 1.53% 0.37% 0.60% 0.42%	December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Short-Term Bond Plus Fund Class A Class C Class R6 Institutional Class	0.72% 1.47% 0.40% 0.45%	December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Short-Term High Yield Bond Fund Class A Class C Administrator Class Institutional Class	0.81% 1.56% 0.65% 0.50%	December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Short-Term Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.63% 1.38% 0.35% 0.60% 0.40%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021
Small Cap Fund Class A Class C Class R6 Administrator Class Institutional Class	1.23% 1.98% 0.80% 1.15% 0.90%	July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021
Small Company Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	1.29% 2.04% 0.86% 1.19% 0.94%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Small Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class	1.15% 1.90% 0.75% 1.05% 0.85%	September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021 September 30, 2021
Specialized Technology Fund Class A Class C Administrator Class Institutional Class	1.35% 2.10% 1.28% 1.03%	July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021
Special International Small Cap Fund Class R6 Institutional Class	0.95% 1.05%	June 30, 2021 June 30, 2021
Special Mid Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	1.16% 1.91% 1.41% 0.73% 1.08% 0.83%	January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022 January 31, 2022
Special Small Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	1.31% 2.06% 1.56% 0.89% 1.20% 0.94%	July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021
Spectrum Aggressive Growth Fund Class A Class C Institutional Class	0.75% 1.50% 0.42%	September 30, 2021 September 30, 2021 September 30, 2021
Spectrum Conservative Growth Fund Class A Class C Institutional Class	0.75% 1.50% 0.42%	September 30, 2021 September 30, 2021 September 30, 2021
Spectrum Growth Fund Class A Class C Institutional Class	0.75% 1.50% 0.42%	September 30, 2021 September 30, 2021 September 30, 2021
Spectrum Income Allocation Fund Class A Class C Institutional Class	0.75% 1.50% 0.42%	September 30, 2021 September 30, 2021 September 30, 2021
Spectrum Moderate Growth Fund Class A Class C Institutional Class	0.75% 1.50% 0.42%	September 30, 2021 September 30, 2021 September 30, 2021

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Strategic Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	0.81% 1.56% 0.43% 0.68% 0.48%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021
Target Today Fund5 Class A Class C Class R Class R4 Class R6 Administrator Class	0.60% 1.35% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2010 Fund6 Class A Class C Class R Class R4 Class R6 Administrator Class	0.60% 1.35% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2015 Fund7 Class A Class R Class R4 Class R6 Administrator Class	0.60% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2020 Fund8 Class A Class C Class R Class R4 Class R6 Administrator Class	0.60% 1.35% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021

 

5

On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

6

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

7

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

8

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Target 2025 Fund9 Class A Class R Class R4 Class R6 Administrator Class	0.60% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2030 Fund10 Class A Class C Class R Class R4 Class R6 Administrator Class	0.60% 1.35% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2035 Fund11 Class A Class R Class R4 Class R6 Administrator Class	0.60% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2040 Fund12 Class A Class C Class R Class R4 Class R6 Administrator Class	0.60% 1.35% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2045 Fund13 Class A Class R Class R4 Class R6 Administrator Class	0.60% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021

 

 

9

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

10

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

11

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

12

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

13

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Target 2050 Fund14 Class A Class C Class R Class R4 Class R6 Administrator Class	0.60% 1.35% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2055 Fund15 Class A Class R Class R4 Class R6 Administrator Class	0.60% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Target 2060 Fund16 Class A Class C Class R Class R4 Class R6 Administrator Class	0.60% 1.35% 0.85% 0.29% 0.14% 0.49%	June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021 June 30, 2021
Treasury Plus Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class	0.60% 0.34% 0.20% 0.14% 0.45%	May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022
Ultra Short-Term Income Fund Class A Class A2 Class C Administrator Class Institutional Class	0.50% 0.50% 1.25% 0.50% 0.25%	December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Ultra Short-Term Municipal Income Fund Class A Class A2 Class C Class R6 Administrator Class Institutional Class	0.50% 0.50% 1.25% 0.20% 0.50% 0.25%	October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021 October 31, 2021

 

 

14

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

15

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

16

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

FUNDS/CLASSES	Capped Operating Expense Ratio	Expiration / Renewal Date
Utility and Telecommunications Fund Class A Class C Administrator Class Institutional Class	1.05% 1.80% 0.92% 0.72%	July 31, 2021 July 31, 2021 July 31, 2021 July 31, 2021
Wisconsin Tax-Free Fund Class A Class C Institutional Class	0.70% 1.45% 0.52%	October 31, 2021 October 31, 2021 October 31, 2021
100% Treasury Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class	0.60% 0.30% 0.20% 0.50% 0.50%	May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022

 

Schedule A amended: June 1, 2021

The foregoing schedule of capped operating expense ratios is agreed to as of June 1, 2021 and shall remain in effect until changed in writing by the parties.

 

			WELLS FARGO FUNDS TRUST
			By:
				Catherine Kennedy
				Secretary

 

			WELLS FARGO FUNDS MANAGEMENT, LLC
			By:
				Paul Haast
				Senior Vice President

As of May 18, 2004

 

Amended and Restated Fee and Expense Agreement

Schedule B

 

WELLS FARGO FUNDS TRUST

Not Subject to Capped Operating Expense Ratios

 

Name of Fund/Class	Date of Removal from Schedule A

INVESTMENT MANAGEMENT AGREEMENT

 

This INVESTMENT MANAGEMENT AGREEMENT is made as of this 1^st day of July 2015, between Wells Fargo Funds Trust (the “Trust”), 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 “Manager”), 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 Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company and is authorized to issue interests (as defined in the Trust’s Declaration of Trust, as amended and supplemented from time to time), in separate series;

 

WHEREAS, the Trust desires that the Manager provide investment management services consisting of advisory services and Fund-level (as opposed to class-level) administrative services to each series of the Trust listed on Schedule A hereto as such Schedule may be amended or supplemented from time to time by mutual agreement (each a “Fund” and collectively the “Funds”), and the Manager is willing to provide those services on the terms and conditions set forth in this Agreement; and

 

WHEREAS, the Trust has entered into a separate Class-Level Administration Agreement with the Manager for the provision of class-level administrative services (“Class-Level Duties”).

 

NOW THEREFORE, the Trust and the Manager agree as follows:

 

Section 1. Appointment of the Manager. The Trust 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 Registration Statement 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 Funds 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 Trust’s Board of Trustees (the “Board”). The Board is authorized to issue any unissued shares in any number of additional classes or series.

 

The investment authority granted to the Manager shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, 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 Funds.

The Trust hereby appoints the Manager, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof.

 

The Trust hereby appoints the Manger to provide the Fund-level duties and services as set forth in Section 2(b) hereof, for the compensation and on the terms herein provided, and the Manager hereby accepts such appointment. Each new investment portfolio established in the future by the Trust shall automatically become a “Fund” for all purposes hereunder as if it were listed on Schedule A, absent written notification to the contrary by either the Trust or the Manager.

 

Section 2. Duties of the Manager.

 

(a)       Advisory Services.

 

(i)       The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

 

(ii)       The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request.

 

The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust’s Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust.

(iii)       The Manager will from time to time employ or sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect.

 

The Manager 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 Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust.

 

(iv)       The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager 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 Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust’s authorized representatives, shall have access to such books and records at all times during the Manager’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust’s authorized representatives.

 

(v)       With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act.

 

(b)       Fund-Level Administrative Services. The Manager shall, at its expense, provide the following Fund-level administrative services in connection with the operations of the Trust and the Funds, to the extent such services are not provided to a Class of a Fund and covered under the Funds’ Class-Level Administration Agreement:

 

i)

coordinate, supervise and make all payments to the Funds’ transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers;

 

ii)

receive and tabulate shareholder votes;

 

iii)

furnish statistical and research data;

iv)

coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission (“SEC”) of registration statements, notices, shareholder reports, and other material required to be filed under applicable laws;

 

v)

prepare and file with the states registration statements, notices, reports, and other material required to be filed under applicable laws;

 

vi)

prepare and file Form 24F-2s and N-SARs;

 

vii)

review bills submitted to the Funds and, upon determining that a bill is appropriate, allocating amounts to the appropriate Funds and instructing the Funds’ custodian to pay such bills;

 

viii)

coordinate (or assist in) the preparation of reports and other information materials regarding the Funds, including prospectuses, proxies and other shareholder communications;

 

ix)

prepare expense table and performance information for annual updates;

 

x)

provide legal and regulatory advice to the Funds in connection with its other administrative functions, including assignment of matters to outside legal counsel on behalf of the Trust and supervising the work of such counsel;

 

xi)

provide office facilities and clerical support for the Funds;

 

xii)

develop and implement procedures for monitoring compliance with regulatory requirements and compliance with the Funds’ investment objectives, policies and restrictions;

 

xiii)

serve as liaison between the Funds and their independent auditors;

 

xiv)

prepare and file tax returns;

 

xv)

review payments of Fund expenses;

 

xvi)

prepare expense budgeting and accruals;

 

xvii)

provide communication, coordination, and supervision services with regard to the Funds’ transfer agent, custodian, fund accountant, any co-administrators, and other service organizations that render recordkeeping or shareholder communication services;

 

xviii)

provide information to the Funds’ distributor concerning fund performance and administration;

 

xix)

provide reports to the Funds’ board of directors regarding its activities;

xx)

assist in the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds’ board of directors; and

 

xxi)

provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by the Trust’s transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Funds Management to provide any services that may not be provided by it under applicable banking laws and regulations.

 

In performing all Fund-level administrative services under this Section 2(b), the Manager shall: (a) act in conformity with the Trust’s Declaration of Trust (and By-Laws, if any), the 1940 Act, and any other applicable laws as may be amended from time to time, and all relevant rules thereunder, and with the Trust’s registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to the Trust as necessary and appropriate; and (c) advise and report to the Trust and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention.

 

In connection with its duties under this Section 2(b), the Manager may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Manager to comply with this Agreement and all relevant provisions of the 1940 Act and any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Manager will provide the Trust with a copy of each sub-administration agreement it executes relating to the Trust. Manager will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Section 11.

 

Section 3. Delivery of Documents to the Manager. The Trust has furnished the Manager with true, correct and complete copies of the following documents:

 

(a)

The Declaration of Trust, as in effect on the date hereof;

(b)

The Registration Statement filed with the Commission under the 1940 Act and the Securities Act; and

(c)

Written guidelines, policies and procedures adopted by the Trust.

 

The Trust will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available. The Trust shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder.

 

Section 4. Delegation of Responsibilities. The Manager may carry out any of its obligations under this Agreement (other than under Section 2(b) hereof) by employing, subject to supervision by the Manager, one or more Sub-Manager(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 under the 1940 Act, by the shareholders of the Fund (unless the Commission or its staff has given authorization or issued an interpretation dispensing with the requirement of shareholder approval). The Manager 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 Manager shall be solely responsible for compensating any Sub-Adviser for services rendered under any Sub-Advisory Agreement. The Manager may, from time to time and at any time, terminate any Sub-Adviser 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 management activities undertaken by the Manager pursuant to this Agreement, as well as any other activities undertaken by the Manager on behalf of the Funds, 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 Manager shall at all times comply with:

 

(a)

all applicable provisions of the 1940 Act, and any rules and regulations adopted thereunder;

 

(b)

the Registration Statement of the Trust, as it may be amended from time to time, filed with the Commission under the Securities Act and the 1940 Act;

 

(c)

the provisions of the Declaration of Trust of the Trust, as it may be amended from time to time;

 

(d)

the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Trust or the Funds, 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 Manager shall have responsibility to vote proxies solicited with respect to issuers of securities in which assets of the Funds are invested in accordance with the Trust’s policies on proxy voting.

 

Section 8. Broker-Dealer Relationships. In connection with the purchase and sale of securities for the Funds, the Manager is responsible for broker-dealer selection and negotiation of brokerage commission rates. The Manager’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Manager 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; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. 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 Manager 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 a Fund to pay a broker or dealer that provides brokerage and research services to the Manager 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 Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Manager with respect to the Fund and to other clients of the Manager. The Manager is further authorized to allocate the orders placed by it on behalf of the Funds 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 Manager shall determine and the Manager 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 Funds and the offering of their shares shall be borne by the Funds unless specifically provided otherwise in this Agreement. The expenses borne by the Trust include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Funds in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds’ shareholders. In addition to the fees described in Section 10 of this Agreement, the Trust (or its other service providers, as may be provided pursuant to their respective agreements and contracts with the Trust) shall pay all of its Fund-level expenses which are not expressly assumed by the Manager pursuant to Section 2(b) or otherwise hereunder. The Fund-level expenses of legal counsel and accounting experts retained by the Manager, after consulting with the Trust’s legal counsel and independent auditors, as may be reasonably necessary or appropriate for the performance by the Manager of its duties under this Agreement, shall be deemed to be Fund-level expenses of, and shall be paid for by, the Trust.

 

The Manager 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 Manager shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Trust: (a) to amend the Trust’s registration statement or supplement the Fund’s prospectus, and circulate the same, to reflect a change in the personnel of the Manager responsible for making investment decisions in relation to a 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 Manager, 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 actions of the Manager.

Section 10. Compensation.

 

(a)

As compensation for the investment management services provided under this Agreement, the Trust shall pay the Manager fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time. The fees payable pursuant to this Paragraph shall be calculated based on the average daily value (as determined on each business day at the time set forth in the Prospectus for determining net asset value per share) of each Fund’s net assets, as appropriate, during the preceding month. If the fee payable to the Manager pursuant to this Paragraph begins to accrue before the end of any month or if this Agreement terminates before the end of any month, the fee for the period from the effective date to the end of that month or from the beginning of that month to the termination date, respectively, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. For purposes of calculating each such monthly fee, the value of each Fund’s net assets shall be computed in the manner specified in that Fund’s registration statement as then on file with the SEC for the computation of the value of the Fund’s net assets in connection with the determination of the net asset value of Fund shares. For purposes of this Agreement, a “business day” for a Fund is any day that the Fund is open for trading;

 

(b)

No fee, other than the management fee payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time, payable for the Fund-level administrative services set forth in Section 2(b) of this Agreement, shall be payable hereunder with respect to a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end management investment company, or a single separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act (a “Master-Feeder Fund structure”);

 

(c)

The Manager shall receive a fee as specified below for investment management services consisting of both Fund-level administrative services and asset allocation services if a Fund invests some of its investment assets in two or more registered, open-end management investment companies, or separate series thereof, in each case, in accordance with Section 12(d)(1)(G) under the Act, the rules thereunder or an exemptive order issued by the Commission exempting the Fund from the provisions of Section 12(d)(1)(A) under the Act (a “Fund of Funds structure”).

 

Dormant Investment Management Fee as % of Avg. Daily Net Asset Value
First 5B Next 5B Over 10B	0.30 0.29 0.28

 

Section 11. Standard of Care. The Trust will expect of the Manager, and the Manager will give the Trust the benefit of, the Manager’s best judgment and efforts in rendering its services to the Trust, and the Manager 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 Manager or any of its officers, directors, employees or agents, the Manager shall not be subject to liability to the Trust or to any shareholders of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

 

Section 12. Non-Exclusivity. The services of the Manager to the Funds are not to be deemed to be exclusive, and the Manager shall be free to render investment management 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 Manager may serve as officers and directors of the Trust, and that officers or directors of the Trust may serve as officers or directors of the Manager, to the extent that such services may be permitted by law, and that the officers and directors of the Manager 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.

 

Section 13. Records. The Manager shall, with respect to orders the Manager places for the purchase and sale of portfolio securities of the Funds, maintain or arrange for the maintenance of the documents and records required pursuant to Rule 31a-1 under the 1940 Act as well as such records as the Funds’ 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 Trust and in compliance with the provisions of Rule 31a-1 or any successor rule. All such records will be the property of the Trust and will be made available for inspection and use by the Trust and its authorized representatives.

 

Section 14. Term and Approval. This Agreement shall become effective with respect to a Fund after approved in accordance with the requirements of the 1940 Act, and executed by the Manager and the Trust, 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 Trust’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 Trust), 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 a Fund at any time, without the payment of any penalty, by vote of the Board or by vote of a majority of a Fund’s outstanding voting securities, or by the Manager, 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 Trust or the Manager 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 Manager. The Trust shall not be responsible for, and the Manager shall indemnify and hold the Trust 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 Manager or any of its officers, directors, employees or agents.

 

Section 17. Indemnification by the Trust. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of duties hereunder on the part of the Manager or any of its officers, directors, employees or agents, the Trust hereby agrees to indemnify and hold harmless the Manager 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 Funds or other securities, undertaken by the Funds, their 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 Funds, their officers, directors, employees or affiliates.

 

Section 18. 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 Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention C. David Messman, and that of the Manager shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention Karla M. Rabusch.

 

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 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 20. Amendment of this Agreement. This Agreement supersedes the Amended and Restated Investment Advisory Agreement between the parties hereto dated August 6, 2003, and amended as of October 1, 2005 and March 27, 2009, and combines the Fund-level administrative duties and fees of the Amended and Restated Administration Agreement between the parties hereto dated March 1, 2013 and amended as of March 25, 2011. 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 affected Funds. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board and the Manager.

 

Section 21. Wells Fargo Name. The Manager and the Trust each agree that the name “Wells Fargo,” which comprises a component of the Trust’s name, is a property right of the parent of the Manager. The Trust agrees and consents that: (i) it will use the words “Wells Fargo” as a component of its corporate name, the name of any series or class, or all of the above, and for no other purpose; (ii) it will not grant to any third party the right to use the name “Wells Fargo” for any purpose; (iii) the Manager or any corporate affiliate of the Manager may use or grant to others the right to use the words “Wells Fargo,” or any combination or abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, other than a grant of such right to another registered investment company not advised by the Manager or one of its affiliates; and (iv) in the event that the Manager or an affiliate thereof is no longer acting as investment adviser to any Fund, the Trust shall, upon request by the Manager, promptly take such action as may be necessary to change its corporate name to one not containing the words “Wells Fargo” and following such change, shall not use the words “Wells Fargo,” or any combination thereof, as a part of its corporate name or for any other commercial purpose, and shall use its best efforts to cause its trustees, officers and shareholders to take any and all actions that the Manager may request to effect the foregoing and to reconvey to the Manager any and all rights to such words.

 

Section 22. Risk Acknowledgement. The Manager does not guarantee the future performance of the Funds or any specific level of performance, the success of any investment decision or strategy that the Manager may use, or the success of the Manager’s overall management of the Funds. The Trust understands that investment decisions made for the Funds by the Manager are subject to various market, currency, economic and business risks, and that those investment decisions will not always be profitable. The Manager will manage only the securities, cash and other investments for which management responsibility is delegated to it and which are held in the Funds’ account(s) and, in making investment decisions for the Funds, the Manager will not consider any other securities, cash or other investments owned by the Trust.

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 FUNDS TRUST on behalf of the Funds
			By:
				C. David Messman
				Secretary

 

			WELLS FARGO FUNDS MANAGEMENT, LLC
			By:
				Paul Haast
				Senior Vice President

SCHEDULE A

 

WELLS FARGO FUNDS MANAGEMENT

INVESTMENT MANAGEMENT AGREEMENT

 

WELLS FARGO FUNDS TRUST

 

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Adjustable Rate Government Fund	First 1B Next 4B Next 3B Next 2B Over 10B	0.35 0.325 0.29 0.265 0.255
C&B Mid Cap Value Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Next 2B Next 4B Over 16B	0.75 0.725 0.70 0.675 0.65 0.64 0.63 0.62 0.61
C&B Large Cap Value Fund±	First 5B Next 5B Over 10B	0.05 0.04 0.03
California Limited-Term Tax-Free Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.40 0.375 0.35 0.325 0.29 0.28
California Tax-Free Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.40 0.375 0.35 0.325 0.29 0.28
Classic Value Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B Next 4B Over 16B	0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Common Stock Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B	0.80 0.75 0.70 0.675 0.65 0.64 0.63
Conservative Income Fund	First 1B Next 4B Next 5B Over 10B	0.25 0.225 0.19 0.18
Core Bond Fund±	First 5B Next 5B Over 10B	0.05 0.04 0.03
Core Plus Bond Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.45 0.425 0.40 0.375 0.34 0.32
Disciplined Small Cap Fund	First 1B Next 4B Next 5B Over 10B	0.50 0.475 0.44 0.43
Disciplined U.S. Core Fund	First 1B Next 4B Next 5B Over 10B	0.35 0.325 0.29 0.28
Discovery Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B	0.80 0.75 0.70 0.675 0.65 0.64 0.63

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Diversified Capital Builder Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.65 0.60 0.55 0.525 0.49 0.48
Diversified Equity Fund1	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.30 0.28 0.26 0.24 0.23 0.22
Diversified Income Builder Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.55 0.525 0.50 0.475 0.44 0.43
Dynamic Target Today Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2015 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2020 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2025 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2030 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2035 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2040 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13

 

1

On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.

2

On June 1, 2021, the Board of Trustees of Wells Fargo Funds Trust approved a change to the investment management fee schedule for each of the Dynamic Target Funds. Effective upon the closing of the reorganizations of the Target Funds into the Dynamic Target Funds, the fee schedule for each Dynamic Target Fund will be: First 5B 0.10; Next 5B 0.09; Over 10B 0.08. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Dynamic Target 2045 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2050 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2055 Fund4	First 5B Next 5B Over 10B	0.15 0.14 0.13
Dynamic Target 2060 Fund2	First 5B Next 5B Over 10B	0.15 0.14 0.13
Emerging Growth Fund±	First 5B Next 5B Over 10B	0.05 0.04 0.03
Emerging Markets Equity Fund	First 1B Next 1B Next 2B Next 1B Next 3B Next 2B Over 10B	1.05 1.025 1.00 0.975 0.965 0.955 0.945
Emerging Markets Equity Income Fund	First 1B Next 1B Next 2B Next 1B Next 3B Next 2B Over 10B	1.05 1.025 1.00 0.975 0.965 0.955 0.945
Endeavor Select Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B	0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505
Enterprise Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Next 2B Next 4B Over 16B	0.75 0.725 0.70 0.675 0.65 0.64 0.63 0.62 0.61

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Fundamental Small Cap Growth Fund	First 500M Next 500M Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B	0.85 0.825 0.80 0.775 0.75 0.73 0.72 0.71
Global Small Cap Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B	0.95 0.925 0.90 0.875 0.85 0.84 0.83
Government Money Market Fund	First 5B Next 5B Next 5B Next 85B Over 100B	0.15 0.14 0.13 0.125 0.12
Government Securities Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.45 0.425 0.40 0.375 0.34 0.32
Growth Balanced Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.30 0.28 0.26 0.24 0.23 0.22
Growth Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B	0.80 0.75 0.70 0.675 0.65 0.64 0.615 0.605 0.58 0.555
Heritage Money Market Fund	First 5B Next 5B Next 5B Next 85B Over 100B	0.15 0.14 0.13 0.125 0.12

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
High Yield Bond Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.55 0.525 0.50 0.475 0.44 0.43
High Yield Municipal Bond Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.50 0.475 0.45 0.425 0.39 0.38
Income Plus Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.525 0.50 0.475 0.45 0.415 0.405
Index Asset Allocation Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.65 0.60 0.55 0.525 0.49 0.48
Index Fund±	First 5B Next 5B Over 10B	0.05 0.04 0.03
Intermediate Tax/AMT Free Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.40 0.375 0.35 0.325 0.29 0.28
International Bond Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.60 0.575 0.55 0.525 0.49 0.48

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
International Equity Fund3	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B	0.85 0.80 0.75 0.725 0.70 0.69 0.68
Large Cap Core Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B	0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505
Large Cap Growth Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B	0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505
Large Company Value Fund	First 1B Next 4B Next 5B Over 10B	0.40 0.375 0.34 0.33
Managed Account CoreBuilder Shares Series M	0.00
Minnesota Tax-Free Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.40 0.375 0.35 0.325 0.29 0.28
Moderate Balanced Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.30 0.28 0.26 0.24 0.23 0.22

 

3

On May 19, 2021, the Board of Trustees of Wells Fargo Funds Trust approved a change to the investment management fee schedule for the International Equity Fund. Effective March 1, 2022, the investment management fee schedule will be: First 1B 0.80; Next 1B 0.75; Next 2B 0.725; Next 1B 0.70; Next 5B 0.69; Over 10B 0.68

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Money Market Fund	First 5B Next 5B Over 10B	0.20 0.19 0.18
Municipal Bond Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.40 0.375 0.35 0.325 0.29 0.28
Municipal Cash Management Money Market Fund	First 5B Next 5B Next 5B Next 85B Over 100B	0.15 0.14 0.13 0.125 0.12
National Tax-Free Money Market Fund	First 5B Next 5B Next 5B Next 85B Over 100B	0.15 0.14 0.13 0.125 0.12
Omega Growth Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B	0.80 0.75 0.70 0.675 0.65 0.64 0.615 0.605 0.58 0.555
Opportunity Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Next 2B Next 4B Over 16B	0.75 0.725 0.70 0.675 0.65 0.64 0.63 0.62 0.61
Pennsylvania Tax-Free Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.40 0.375 0.35 0.325 0.29 0.28

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Precious Metals Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B	0.65 0.60 0.55 0.525 0.50 0.49 0.48
Premier Large Company Growth Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 3B Next 2B Next 2B Next 4B Over 16B	0.70 0.675 0.65 0.625 0.60 0.59 0.565 0.555 0.53 0.505
Real Return Fund±	First 5B Next 5B Over 10B	0.05 0.04 0.03
Short Duration Government Bond Fund	First 1B Next 4B Next 3B Next 2B Over 10B	0.35 0.325 0.29 0.265 0.255
Short-Term Bond Plus Fund	First 1B Next 4B Next 3B Next 2B Over 10B	0.35 0.325 0.29 0.265 0.255
Short-Term High Yield Bond Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.50 0.475 0.45 0.425 0.39 0.38
Short-Term Municipal Bond Fund	First 1B Next 4B Next 3B Next 2B Over 10B	0.35 0.325 0.29 0.265 0.255
Small Cap Fund	First 500M Next 500M Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B	0.85 0.825 0.80 0.775 0.75 0.73 0.72 0.71

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Small Company Growth Fund±	First 5B Next 5B Over 10B	0.05 0.04 0.03
Small Company Value Fund±	First 5B Next 5B Over 10B	0.05 0.04 0.03
Specialized Technology Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B	0.85 0.84 0.815 0.79 0.765 0.755 0.745
Special Mid Cap Value Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Next 2B Next 4B Over 16B	0.75 0.725 0.70 0.675 0.65 0.64 0.63 0.62 0.61
Special Small Cap Value Fund	First 500M Next 500M Next 1B Next 1B Next 1B Next 1B Next 5B Over 10B	0.85 0.825 0.80 0.775 0.75 0.73 0.72 0.71
Spectrum Aggressive Growth Fund	First 1B Next 4B Next 5B Over 10B	0.25 0.225 0.19 0.18
Spectrum Conservative Growth Fund	First 1B Next 4B Next 5B Over 10B	0.25 0.225 0.19 0.18
Spectrum Growth Fund	First 1B Next 4B Next 5B Over 10B	0.25 0.225 0.19 0.18
Spectrum Income Allocation Fund	First 1B Next 4B Next 5B Over 10B	0.25 0.225 0.19 0.18

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Spectrum Moderate Growth Fund	First 1B Next 4B Next 5B Over 10B	0.25 0.225 0.19 0.18
Strategic Municipal Bond Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.40 0.375 0.35 0.325 0.29 0.28
Target Today Fund4	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2010 Fund5	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2015 Fund6	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2020 Fund7	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2025 Fund8	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2030 Fund9	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2035 Fund10	First 5B Next 5B Over 10B	0.10 0.09 0.08

 

4

On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

5

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

6

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

7

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

8

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

9

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Target 2040 Fund11	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2045 Fund12	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2050 Fund13	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2055 Fund14	First 5B Next 5B Over 10B	0.10 0.09 0.08
Target 2060 Fund15	First 5B Next 5B Over 10B	0.10 0.09 0.08
Treasury Plus Money Market Fund	First 5B Next 5B Next 5B Next 85B Over 100B	0.15 0.14 0.13 0.125 0.12
Ultra Short-Term Income Fund	First 1B Next 4B Next 5B Over 10B	0.25 0.225 0.19 0.18
Ultra Short-Term Municipal Income Fund	First 1B Next 4B Next 5B Over 10B	0.25 0.225 0.19 0.18

 

Footnote continued from previous page

10

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

11

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

12

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

13

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

14

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

15

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Wells Fargo Funds Trust	Fee as % of Avg. Daily Net Asset Value
Utility and Telecommunications Fund	First 500M Next 500M Next 1B Next 2B Next 1B Next 5B Over 10B	0.65 0.60 0.55 0.525 0.50 0.49 0.48
Wisconsin Tax-Free Fund	First 500M Next 500M Next 2B Next 2B Next 5B Over 10B	0.40 0.375 0.35 0.325 0.29 0.28
100% Treasury Money Market Fund	First 5B Next 5B Next 5B Next 85B Over 100B	0.15 0.14 0.13 0.125 0.12

 

Schedule A amended: June 1, 2021

 

^± As long as the Fund invests all (or substantially all) of its assets in a single, registered, open-end management investment company in accordance with Section 12(d)(1)(E) under the 1940 Act, the Fund pays Funds Management an investment management fee for the Fund-level administrative services set forth in Section 2(b) of the Investment Management Agreement. At the time the Fund invests some of its assets in two or more registered, open-end management investment companies in accordance with Section 12(d)(1)(G) under the 1940 Act, the Fund shall pay Funds Management an investment management fee for combined asset allocation services and fund-level administrative services at the rates shown in the table that follows.

 

Dormant Investment Management Fee as % of Avg. Daily Net Asset Value
First 5B Next 5B Over 10B	0.30 0.29 0.28

The foregoing fee schedule is agreed to as of June 1, 2021 and shall remain in effect until changed in writing by the parties.

 

			WELLS FARGO FUNDS TRUST
			By:
				Catherine Kennedy
				Secretary

 

			WELLS FARGO FUNDS MANAGEMENT, LLC
			By:
				Paul Haast
				Senior Vice President

WELLS FARGO FUNDS TRUST

RULE 18f-3 MULTI-CLASS PLAN

 

I.          Introduction.

 

Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), this Rule 18f-3 Multi-Class Plan (the “Plan”) sets forth the method for allocating fees and expenses among each class of shares in the separate investment portfolios (the “Funds”) of Wells Fargo Funds Trust (the “Trust”). In addition, the Plan sets forth the maximum initial sales charges, contingent deferred sales charges (“CDSCs”), Rule 12b-1 distribution fees, shareholder servicing fees, conversion features, exchange privileges and other shareholder services applicable to each class of shares of the Funds.

 

The Trust is an open-end series investment company registered under the 1940 Act, the shares of which are registered on Form N-1A under the Securities Act of 1933. The Trust hereby elects to offer multiple classes of shares of the Funds pursuant to the provisions of Rule 18f-3 and the Plan. Appendix A, as it may be amended from time to time, lists the Funds that have approved the Plan and the classes of each such Fund. Each such Fund that has authorized the issuance of multiple classes of shares is referred to as a “Multi-Class Fund” hereunder.

 

II.         Allocation of Expenses.

 

A.       Mandatory Class Expenses. Pursuant to Rule 18f-3, the Trust allocates to each class of shares of a Multi-Class Fund: (i) any fees and expenses incurred by the Fund in connection with the distribution of such class of shares under a distribution plan adopted for such class of shares pursuant to Rule 12b-1; and (ii) any fees and expenses incurred by the Fund under a shareholder servicing plan in connection with the provision of shareholder administrative or liaison services to the holders of such class of shares.

 

B.        Board-Approved Class Expenses. The Trust’s Board of Trustees has approved the allocation of class-level administration fees incurred by a particular class of shares for administration services provided by the Multi-Class Funds’ administrator at the class level. Appendix B, as it may be amended from time to time, lists the class-level administration fees payable by each class of the Multi-Class Funds.

 

C.       Discretionary Class Expenses. In addition, pursuant to Rule 18f-3, the Trust may allocate the following fees and expenses to a particular class of shares of a Multi-Class Fund:

 

(i)

transfer agent fees that are attributable to such class of shares;

(ii)

printing and postage expenses related to preparing and distributing materials such as shareholder reports, notices, prospectuses, reports, and proxies to current shareholders of that class or to regulatory agencies with respect to such class of shares;

(iii)

blue sky notification or other filing fees incurred with respect to such class of shares;

(iv)

Securities and Exchange Commission registration fees incurred with respect to such class of shares;

(v)

the expense of administrative personnel and services (including, but not limited to, those of a portfolio accountant, custodian or dividend paying agent charged with calculating net asset values or determining or paying dividends) as required to support the shareholders of such class of shares;

(vi)

litigation or other legal expenses incurred with respect to such class of shares;

(vii)

fees of the Trust’s Trustees incurred with respect to matters affecting such class of shares;

(viii)

independent accountants’ fees incurred with respect to such class of shares; and

(ix)

any other fees and expenses, not including advisory or custodial fees or other expenses related to the management of the Fund’s assets, incurred with respect to such class of shares.

For all purposes under this Plan, fees and expenses incurred “with respect to” a class of shares are those fees and expenses that are actually incurred in a different amount by the class or that relate to a different kind or degree of services provided to the class. Any decision to treat expenses referenced in this Subsection C as class expenses and any subsequent changes to such decision will be reviewed and approved by the Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust.

 

C.       Relative Net Asset Value Allocation. Income, realized and unrealized capital gains and losses, and any expenses of a Multi-Class Fund not allocable to a particular class of the Fund pursuant to this Plan shall be allocated to each class of the Fund based upon the relative net asset value of that class in relation to the aggregate net asset value of the Fund. In certain cases, a service provider for a Multi-Class Fund may waive or reimburse all or a portion of the expenses of a specific class of shares of the Multi-Class Fund. The Board of Trustees will monitor any such waivers or reimbursements to ensure that they do not generate inappropriate cross-subsidization between classes.

 

III.        Class Arrangements.

 

The following summarizes the maximum initial sales charges, CDSCs, Rule 12b-1 distribution fees, shareholder servicing fees, conversion features, exchange privileges and other shareholder services applicable to a particular class of shares of the Multi-Class Funds. Appendix A sets forth the actual sales charges, Rule 12b-1 fees and shareholder servicing fees of each class of shares of each Multi-Class Fund. Additional details and restrictions regarding such fees and services are set forth in the relevant Fund’s current Prospectus and Statement of Additional Information.

 

A.   Class A Shares -- Multi-Class Funds.

1.

Maximum Initial Sales Charge: Not to exceed 5.75% of the net asset value (“NAV”) at the time of purchase, as further specified in Appendix A.

2.

Contingent Deferred Sales Charge: Class A shares that are purchased at NAV in amounts of $1,000,000 or more will be assessed a CDSC of 1.00% if they are redeemed within one year from the date of purchase. Effective February 1, 2008, such Class A share purchases may be assessed such CDSC if they are redeemed within eighteen months from the date of purchase. The CDSC will be calculated based upon the NAV at the time of purchase of the Class A shares being redeemed.

3.

Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.25% of average daily net assets attributable to Class A shares, as further specified in Appendix A.

4.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average daily net assets attributable to Class A shares, as further specified in Appendix A.

5.

Conversion Features: None

6.

Exchange Privileges: As described in the current prospectus for each Fund.

B.   Class A2 Shares – Multi-Class Funds.

1.

Maximum Initial Sales Charge: Not to exceed 5.75% of the net asset value (“NAV”) at the time of purchase, as further specified in Appendix A.

2.

Contingent Deferred Sales Charge: Class A shares that are purchased at NAV in amounts of $1,000,000 or more will be assessed a CDSC of 1.00% if they are redeemed within one year from the date of purchase. The CDSC will be calculated based upon the NAV at the time of purchase of the Class A shares being redeemed.

3.

Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.25% of average daily net assets attributable to Class A shares, as further specified in Appendix A.

4.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average daily net assets attributable to Class A shares, as further specified in Appendix A.

5.

Conversion Features: None

6.

Exchange Privileges: As described in the current prospectus for each Fund.

C.   Class B Shares -- Multi-Class Funds.

1.

Maximum Initial Sales Charge: None

2.  Contingent Deferred Sales Charge: Class B shares that are redeemed within six years from the receipt of a purchase order affecting such shares are subject to a CDSC equal to the percentage indicated below of the dollar amount of the applicable NAV. For Class B shares purchased prior to June 9, 2003, the CDSC will be calculated based upon the lesser of the NAV at the time of purchase of the Class B shares being redeemed or the NAV of such shares at the time of redemption. For Class B shares purchased on or after June 9, 2003, the CDSC will be calculated based upon the NAV at the time of purchase of the Class B shares being redeemed. No CDSC is imposed on Class B shares purchased through reinvestment of dividends or capital gain distributions. No CDSC is imposed on annual redemptions totaling 10% or less of an investor’s holdings through the systematic withdrawal program.

 

	Redemption Within:	1 Year	2 Years	3 Years	4 Years	5 Years	6 Years	7 Years
	CDSC:	5.0%	4.0%	3.0%	3.0%	2.0%	1.0%	0.0%

 

3.

Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.75% of average daily net assets attributable to Class B shares, as further specified in Appendix A.

4.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average daily net assets attributable to Class B shares, as further specified in Appendix A.

5.

Conversion Features: Class B shares of a Multi-Class Fund that have been outstanding for seven years after the end of the month in which the shares were initially purchased automatically convert to Class A shares of such Fund. Such conversion is on the basis of the relative NAVs of the two classes, without the imposition of any sales charge or other charge.

6.

Exchange Privileges: As described in the current prospectus for each Fund.

D.    Class C Shares— Multi-Class Funds.

1.    Maximum Initial Sales Charge: None

2.

Contingent Deferred Sales Charge: Class C shares that are redeemed within one year of a receipt of a purchase order affecting such shares are subject to a CDSC of 1.00%. For Class C shares purchased prior to June 9, 2003, the CDSC will be calculated based upon

the lesser of NAV at the time of purchase of the Class C shares being redeemed or the NAV of such shares at the time of redemption. For Class C shares purchased on or after June 9, 2003, the CDSC will be calculated based upon the NAV at the time of purchase of the Class C shares being redeemed. No CDSC is imposed on Class C shares purchased through reinvestment of dividends or capital gain distributions. No CDSC is imposed on annual redemptions totaling 10% or less of an investor’s holdings through the systematic withdrawal program.

3.

Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.75% of average daily net assets attributable to Class C shares, as further specified in Appendix A.

4.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average daily net assets attributable to Class C shares, as further specified in Appendix A.

5.

Conversion Features: Effective February 5, 2019, Class C shares of a Multi-Class Fund that have been outstanding for ten1 years after the end of the month in which the shares were initially purchased or otherwise acquired automatically convert to Class A shares of such Fund. Such conversions to Class A shares will be made at net asset value minus any applicable CDSC, without the imposition of any sales charge or other charge.

6.

Exchange Privileges: As described in the current prospectus for each Fund.

E.   Class R Shares – Multi-Class Funds.

1.   Maximum Initial Sales Charge: None

2.   Contingent Deferred Sales Charge: None

3.

Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.25% of average daily net assets attributable to Class R shares, as further specified in Appendix A.

4.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of the average daily net assets attributable to Class R shares, as further specified in Appendix A.

5.    Conversion Features: None

6.    Exchange Privileges: As described in the current prospectus for each Fund.

 

F.   Class T Shares -- Multi-Class Funds.

1.

Maximum Initial Sales Charge: Not to exceed 2.5% of the net asset value (“NAV”) at the time of purchase, as further specified in Appendix A.

7.

Contingent Deferred Sales Charge: None

8.

Maximum Annual Rule 12b-1 Distribution Fee: None

9.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average daily net assets attributable to Class T shares, as further specified in Appendix A.

10.

Conversion Features: None

11.

Exchange Privileges: As described in the current prospectus for each Fund.

G.   Administrator Class Shares -- Multi-Class Non-Money Market Funds.

1

Maximum Initial Sales Charge: None

 

¹ On August 11, 2020, the Board of Trustees of Wells Fargo Funds Trust approved a change in the automatic conversion feature of Class C shares to Class A shares to shorten the holding period from 10 years to 8 years, effective November 5, 2020.

2

Contingent Deferred Sales Charge: None

3

Maximum Annual Rule 12b-1 Distribution Fee: None

4

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average daily net assets attributable to Administrator Class shares, as further specified in Appendix A.

5

Conversion Features: None

6

Exchange Privileges: As described in the current prospectus for each Fund.

H.   Administrator Class Shares – Multi-Class Money Market Funds.

1.

Maximum Initial Sales Charge: None

2.

Contingent Deferred Sales Charge: None

3.

Maximum Annual Rule 12b-1 Distribution Fee: None

4.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.10% of the average daily net assets attributable to Administrator Class shares, as further specified in Appendix A.

5.    Conversion Features: None

6.    Exchange Privileges: As described in the current prospectus for each Fund.

 

I.    Institutional Class Shares -- Multi-Class Funds.

1.

Maximum Initial Sales Charge: None

2.

Contingent Deferred Sales Charge: None

3.

Maximum Annual Rule 12b-1 Distribution Fee: None

4.

Maximum Annual Shareholder Servicing Fee: None

5.

Conversion Features: None

6.

Exchange Privileges: As described in the current prospectus for the Fund.

J.    Class R4 Shares – Multi-Class Funds.

1.    Maximum Initial Sales Charge: None

2.    Contingent Deferred Sales Charge: None

3.    Maximum Annual Rule 12b-1 Distribution Fee: None

4.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.10% of the average daily net assets attributable to Administrator Class shares, as further specified in Appendix A.

5.

Conversion Features: None

6.    Exchange Privileges: As described in the current prospectus for each Fund.

K.   Class R6 Shares – Multi-Class Funds.

1.    Maximum Initial Sales Charge: None

2.    Contingent Deferred Sales Charge: None

3.    Maximum Annual Rule 12b-1 Distribution Fee: None

4.

Maximum Annual Shareholder Servicing Fee: None

5.

Conversion Features: None

6.

Exchange Privileges: As described in the current prospectus for each Fund.

L.   Select Class Shares – Multi-Class Money Market Funds.

1.    Maximum Initial Sales Charge: None

2.    Contingent Deferred Sales Charge: None

3.    Maximum Annual Rule 12b-1 Distribution Fee: None

4.

Maximum Annual Shareholder Servicing Fee: None

5.

Conversion Features: None

6.    Exchange Privileges: As described in the current prospectus for each Fund.

M.   Service Class Shares -- Multi-Class Funds.

1

Maximum Initial Sales Charge: None

2

Contingent Deferred Sales Charge: None

3

Maximum Annual Rule 12b-1 Distribution Fee: None

4

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of the average daily net assets attributable to Service Class shares, as further specified in Appendix A.

5

Conversion Features: None

6

Exchange Privileges: As described in the current prospectus for each Fund.

N.    Sweep Class Shares – Multi-Class Money Market Funds.

1.    Maximum Initial Sales Charge: None

2.    Contingent Deferred Sales Charge: None

3.

Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.35% of the average daily net assets attributable to Sweep Class shares, as further specified in Appendix A.

4.

Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of the average daily net assets attributable to Sweep Class shares, as further specified in Appendix A.

5.

Conversion Features: None

6.

Exchange Privileges: As described in the current prospectus for each Fund.

O.   Premier Class Shares – Money Market Funds.

1.

Maximum Initial Sales Charge: None

2.

Contingent Deferred Sales Charge: None

3.

Maximum Annual Rule 12b-1 Distribution Fee: None

4.

Maximum Annual Shareholder Servicing Fee: None

5.

Conversion Features: None

6.

Exchange Privileges: As described in the current prospectus for the Fund.

IV.

Board Review.

The Board of Trustees of the Trust shall review the Plan as it deems necessary. Prior to any material amendment(s) to the Plan with respect to any Multi-Class Fund’s shares, the Trust’s Board of Trustees, including a majority of the Trustees that are not interested persons of the Trust, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating class and/or fund expenses), is in the best interest of each class of shares of the Fund individually and the Fund as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

 

Adopted: March 26, 1999

Most recently amended: August 11, 2020

APPENDIX A

 

RULE 18f-3 MULTI-CLASS PLAN

WELLS FARGO FUNDS TRUST

 

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Absolute Return Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 None 0.25 None
Adjustable Rate Government Fund Class A Class C Administrator Class Institutional Class	2.00 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Alternative Risk Premia Fund Class R6 Institutional Class	None None	None None	None None	None None
Asset Allocation Fund Class A Class C Class R Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 0.25 None None	0.25 0.25 0.25 0.25 None
C&B Large Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
C&B Mid Cap Value Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
California Limited-Term Tax-Free Fund Class A Class C Administrator Class Institutional Class	2.00 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
California Tax-Free Fund Class A Class C Administrator Class Institutional Class	4.50 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Classic Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 None 0.25 None
Common Stock Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Conservative Income Fund Class A2 Institutional Class	2.00 None	None None	None None	0.25 None
Core Bond Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class	4.50 None None None None None None	None 1.00 None None None None None	None 0.75 0.25 None None None None	0.25 0.25 0.25 0.10 None 0.25 None
Core Plus Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	4.50 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Disciplined Small Cap Fund Class A Class R6 Administrator Class Institutional Class	5.75 None None None	None None None None	None None None None	0.25 None 0.25 None
Disciplined U.S. Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 None 0.25 None
Discovery Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Diversified Capital Builder Fund Class A Class C Administrator Class Institutional Class	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Diversified Equity Fund2 Class A Class C Administrator Class	5.75 None None	None 1.00 None	None 0.75 None	0.25 0.25 0.25
Diversified Income Builder Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Dynamic Target Today Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2015 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2020 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2025 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2030 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2035 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2040 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None

 

2	On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.
3	On June 1, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the addition of the Administrator Class to each Dynamic Target Fund. The Administrator Class will become effective upon the closing of the reorganizations of the Target Funds into the Dynamic Target Funds, on or about October 15, 2021.

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Dynamic Target 2045 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2050 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2055 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Dynamic Target 2060 Fund3 Class A Class C Class R4 Class R6	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.10 None
Emerging Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Emerging Markets Equity Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Emerging Markets Equity Income Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 None 0.25 None
Endeavor Select Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Enterprise Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Fundamental Small Cap Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Global Investment Grade Credit Fund Class R6 Institutional Class	None None	None None	None None	None None
Global Small Cap Fund Class A Class C Administrator Class Institutional Class	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Government Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class Sweep Class	None None None None None None	None None None None None None	None None None None None 0.10	0.25 0.10 None None 0.25 0.25
Government Securities Fund Class A Class C Administrator Class Institutional Class	4.50 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Growth Balanced Fund Class A Class C Administrator Class	5.75 None None	None 1.00 None	None 0.75 None	0.25 0.25 0.25
Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Heritage Money Market Fund Administrator Class Institutional Class Select Class Service Class	None None None None	None None None None	None None None None	0.10 None None 0.25
High Yield Bond Fund Class A Class C Administrator Class Institutional Class	4.50 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
High Yield Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	4.50 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Income Plus Fund Class A Class C Administrator Class Institutional Class	4.00 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Index Asset Allocation Fund Class A Class C Administrator Class Institutional Class	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Index Fund Class A Class C Administrator Class	5.75 None None	None 1.00 None	None 0.75 None	0.25 0.25 0.10
Intermediate Tax/AMT-Free Fund Class A Class C Class R6 Administrator Class Institutional Class	3.00 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
International Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	4.50 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
International Equity Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	5.75 None None None No ne None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 None 0.25 None
Large Cap Core Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 None 0.25 None
Large Cap Growth Fund Class A Class C Class R Class R4 Class R6 Administrator Class Institutional Class	5.75 None None None None None None	None 1.00 None None None None None	None 0.75 0.25 None None None None	0.25 0.25 0.25 0.10 None 0.25 None

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Large Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Low Volatility U.S. Equity Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Minnesota Tax-Free Fund Class A Class C Administrator Class Institutional Class	4.50 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Moderate Balanced Fund Class A Class C Administrator Class Institutional Class	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Money Market Fund Class A Class C Premier Class Service Class	None None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 None 0.25
Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	4.50 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Municipal Cash Management Money Market Fund Administrator Class Institutional Class Service Class	None None None	None None None	None None None	0.10 None 0.25
Municipal Sustainability Fund Class A Class C Class R6 Administrator Class Institutional Class	4.50 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
National Tax-Free Money Market Fund Class A Administrator Class Premier Class Service Class	None None None None	None None None None	None None None None	0.25 0.10 None 0.25

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Omega Growth Fund Class A Class C Class R Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 0.25 None None	0.25 0.25 0.25 0.25 None
Opportunity Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Pennsylvania Tax-Free Fund Class A Class C Institutional Class	4.50 None None	None 1.00 None	None 0.75 None	0.25 0.25 None
Precious Metals Fund Class A Class C Administrator Class Institutional Class	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Premier Large Company Growth Fund Class A Class C Class R4 Class R6 Administrator Class Institutional Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 None None None None	0.25 0.25 0.10 None 0.25 None
Real Return Fund Class A Class C Class R6 Administrator Class Institutional Class	4.50 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Short Duration Government Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	2.00 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None\
Short-Term Bond Plus Fund Class A Class C Class R6 Institutional Class	2.00 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 None None
Short-Term High Yield Bond Fund Class A Class C Administrator Class Institutional Class	3.00 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Short-Term Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	2.00 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Small Cap Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Small Company Growth Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Small Company Value Fund Class A Class C Class R6 Administrator Class Institutional Class	5.75 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Specialized Technology Fund Class A Class C Administrator Class Institutional Class	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Special International Small Cap Fund Class R6 Institutional Class	None None	None None	None None	None None
Special Mid Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 None 0.25 None
Special Small Cap Value Fund Class A Class C Class R Class R6 Administrator Class Institutional Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 None 0.25 None
Spectrum Aggressive Growth Fund Class A Class C Institutional Class	5.75 None None	None 1.00 None	None 0.75 None	0.25 0.25 None

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Spectrum Conservative Growth Fund Class A Class C Institutional Class	5.75 None None	None 1.00 None	None 0.75 None	0.25 0.25 None
Spectrum Growth Fund Class A Class C Institutional Class	5.75 None None	None 1.00 None	None 0.75 None	0.25 0.25 None
Spectrum Income Allocation Fund Class A Class C Institutional Class	5.75 None None	None 1.00 None	None 0.75 None	0.25 0.25 None
Spectrum Moderate Growth Fund Class A Class C Institutional Class	5.75 None None	None 1.00 None	None 0.75 None	0.25 0.25 None
Strategic Municipal Bond Fund Class A Class C Class R6 Administrator Class Institutional Class	4.00 None None None None	None 1.00 None None None	None 0.75 None None None	0.25 0.25 None 0.25 None
Target Today Fund4 Class A Class C Class R Class R4 Class R6 Administrator Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 0.10 None 0.25
Target 2010 Fund5 Class A Class C Class R Class R4 Class R6 Administrator Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 0.10 None 0.25
Target 2015 Fund6 Class A Class R Class R4 Class R6 Administrator Class	5.75 None None None None	None None None None None	None 0.25 None None None	0.25 0.25 0.10 None 0.25

 

4	On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
5	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
6	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Target 2020 Fund7 Class A Class C Class R Class R4 Class R6 Administrator Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 0.10 None 0.25
Target 2025 Fund8 Class A Class R Class R4 Class R6 Administrator Class	5.75 None None None None	None None None None None	None 0.25 None None None	0.25 0.25 0.10 None 0.25
Target 2030 Fund9 Class A Class C Class R Class R4 Class R6 Administrator Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 0.10 None 0.25
Target 2035 Fund10 Class A Class R Class R4 Class R6 Administrator Class	5.75 None None None None	None None None None None	None 0.25 None None None	0.25 0.25 0.10 None 0.25
Target 2040 Fund11 Class A Class C Class R Class R4 Class R6 Administrator Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 0.10 None 0.25

 

7	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
8	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
9	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
10	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
11	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Target 2045 Fund12 Class A Class R Class R4 Class R6 Administrator Class	5.75 None None None None	None None None None None	None 0.25 None None None	0.25 0.25 0.10 None 0.25
Target 2050 Fund13 Class A Class C Class R Class R4 Class R6 Administrator Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 0.10 None 0.25
Target 2055 Fund14 Class A Class R Class R4 Class R6 Administrator Class	5.75 None None None None	None None None None None	None 0.25 None None None	0.25 0.25 0.10 None 0.25
Target 2060 Fund15 Class A Class C Class R Class R4 Class R6 Administrator Class	5.75 None None None None None	None 1.00 None None None None	None 0.75 0.25 None None None	0.25 0.25 0.25 0.10 None 0.25
Treasury Plus Money Market Fund Class A Administrator Class Institutional Class Select Class Service Class	None None None None None	None None None None None	None None None None None	0.25 0.10 None None 0.25
Ultra Short-Term Income Fund Class A Class A2 Class C Administrator Class Institutional Class	2.00 2.00 None None None	None None 1.00 None None	None None 0.75 None None	0.25 0.25 0.25 0.25 None

 

12	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
13	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
14	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
15	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds Trust Multi Class Funds and Share Classes	Maximum Initial Sales Charge^	Maximum CDSC±,^	Maximum 12b-1 Fee	Maximum Shareholder Servicing Fee
Ultra Short-Term Municipal Income Fund Class A Class A2 Class C Class R6 Administrator Class Institutional Class	2.00 2.00 None None None None	None None 1.00 None None None	None None 0.75 None None None	0.25 0.25 0.25 None 0.25 None
Utility and Telecommunications Fund Class A Class C Administrator Class Institutional Class	5.75 None None None	None 1.00 None None	None 0.75 None None	0.25 0.25 0.25 None
Wisconsin Tax-Free Fund Class A Class C Institutional Class	4.50 None None	None 1.00 None	None 0.75 None	0.25 0.25 None
100% Treasury Money Market Fund Class A Administrator Class Institutional Class Service Class Sweep Class	None None None None None	None None None None None	None None None None 0.10	0.25 0.10 None 0.25 0.25

 

Appendix A amended: June 1, 2021

^± Class A shares that are purchased at NAV in amounts of $1,000,000 or more have no initial sales charge and will be assessed a 1.00% CDSC if they are redeemed within eighteen months from the date of purchase, unless the dealer of record waives its commission (except for those Funds identified in the table as having Class A shares that are not subject to any CDSC). Class A shares purchased at NAV in amounts of less than $1,000,000 have an initial sales charge and will not be assessed a CDSC.

Class A shares for the, Intermediate Tax/AMT-Free Fund and Short-Term Municipal Bond Fund that are purchased at NAV in amounts of $1,000,000 will be assessed a 0.50% if they are redeemed within eighteen months from the date of purchase, unless the dealer of record waives its commission. Effective November 1, 2012, Class A shares for the Intermediate Tax/AMT-Free Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.50% CDSC if the shares are redeemed within 12 months of purchase. In addition,

Class A shares for the Short-Term High Yield Bond Fund that are purchased at NAV in amounts of $500,000 will be assessed a 0.40% if they are redeemed within twelve months from the date of purchase, unless the dealer of record waives its commission. Effective November 1, 2012, Class A shares for the Short-Term High Yield Bond Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.50% CDSC if the shares are redeemed within 12 months of purchase.

Class A shares for the Adjustable Rate Government Fund, California Limited-Term Tax-Free Fund, Short Duration Government Bond Fund and Short-Term Bond Plus Fund that are purchased at NAV in amounts of $500,000 or more will be assessed a 0.40% if they are redeemed within twelve months from the date of purchase, unless the dealer of record waives its commission.

^{^}  Front-end sales load waivers and/or discounts with respect to Class A, Class B, Class C and/or Class T and waivers of contingent deferred sales charge (“CDSC”) waivers with respect to Class A, Class B, Class C may be made available only to customers of a specific financial intermediary selling shares of a Fund (“Intermediary”) or to shareholders purchasing through an Intermediary platform or account, in each case, as disclosed in a Fund’s Prospectus.

APPENDIX B

 

Multi-Class Funds and Classes	Class-Level Administration Fee
Multi-Class Non-Money Market/Non-Fixed Income Funds and Classes (other than Asset Allocation Fund)
Class A, Class C, Class R	0.21%
Administrator Class	0.13%
Institutional Class and Class R4	0.13%
Class R4	0.08%
Class R6	0.03%
Absolute Return Fund
Class A, Class C, Class R	0.21%
Administrator Class	0.13%
Institutional Class	0.13%
Class R6	0.03%
Asset Allocation Fund
Class A, Class C, Class R	0.21%
Administrator Class	0.13%
Institutional Class	0.13%
Multi-Class Fixed Income Funds and Classes (Non-Money Market Funds)
Class A, Class A2, Class C, Class R	0.16%
Administrator Class	0.10%
Institutional Class and Class R4	0.08%
Class R6	0.03%
Multi-Class Money Market Funds and Classes
Class A and Class C	0.22%
Administrator Class	0.10%
Premier Class	0.08%
Institutional Class	0.08%
Select Class	0.04%
Service Class	0.12%
Sweep Class	0.03%

 

Appendix B amended: April 14, 2020

SHAREHOLDER SERVICING AGREEMENT

 

THIS SHAREHOLDER SERVICING AGREEMENT is made as of February 20, 2014, and is amended and restated as of June 1, 2018, by and among WELLS FARGO FUNDS TRUST, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Fund” and collectively, the “Funds”), WELLS FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (the “WFFD”) and WELLS FARGO FUNDS MANAGEMENT, LLC, a Delaware limited liability company (“WFFM”). WFFD and WFFM shall together be referred to as “Wells Fargo”. Absent written notification to the contrary by either the Trust or Wells Fargo, each new series of the Trust established in the future and for which the Service Plan (as defined below) has been adopted shall automatically become a “Fund” for all purposes hereunder as if set forth on Schedule I.

WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust, pursuant to its shareholder servicing plan (the “Service Plan”), desires to retain WFFD and WFFM to provide or engage other entities to provide certain shareholder support services to beneficial owners of the Fund’s shares (the “Clients”);

WHEREAS, WFFD is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and serves as the principal underwriter for the Funds; and

WHEREAS, WFFM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and serves as the investment adviser and administrator for the Funds;

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1.         Services as Shareholder Servicing Agent.

 

1.1       Wells Fargo will provide to its Clients shareholder services and may provide sub-accounting, record-keeping, and other administrative services as may from time to time be reasonably requested by the Trust or its Clients, including, but not limited to, the services listed in Schedule II to this Agreement (the “Services”).

1.1.1       Wells Fargo may sub-contract a portion of the Services to DST Asset Manager Solutions, Inc. (formerly Boston Financial Data Services, Inc., “DST”) to assist in the execution of Wells Fargo’s duties to provide Services to Clients that establish and maintain accounts directly on the books and records of the Funds’ transfer agent (“Direct-to-Fund Investors”); provided, however, that the sub-contracting with such person shall not relieve Wells Fargo of its responsibilities or liabilities hereunder. The cost of performance of such duties performed by DST will be borne and paid by Wells Fargo. No obligation may be

imposed on the Trust in any such respect. Wells Fargo shall supervise the activities of DST in connection with the execution of its duties and obligations to provide Services to Direct-to-Fund Investors hereunder. In connection with the arrangement with DST, Wells Fargo shall refund to applicable share classes of Funds in which Direct-to-Fund Investors pay a fee for Services under the Service Plan such amounts as may be agreed upon from time to time between Wells Fargo and the Trust, with the approval of the Trust’s Board of Trustees. Wells Fargo shall provide all Services to Direct-to-Fund Investors that are not sub-contracted to DST.

1.2       In connection with all matters relating to this Agreement, Wells Fargo agrees to comply with all applicable federal and state laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act and the Advisers Act and the regulations of FINRA (“Applicable Law”).

1.3       The Trust shall furnish from time to time, for use in connection with the Services provided pursuant to this Agreement, such information with respect to the Funds as Wells Fargo may reasonably request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent.

1.4       Wells Fargo will be compensated for the Services rendered hereunder, to the extent permitted by the Service Plan. Wells Fargo shall prepare reports for the Board of Trustees of the Trust (the “Board”) regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports of the amounts expended pursuant to the Service Plan and the purposes for which such expenditures were made.

1.5       Wells Fargo may execute and deliver written, third-party agreements based substantially on the form of Administrative and Shareholder Servicing Agreement attached as Appendix C to the Service Plan, duly approved by the Board with banks, investment advisers, and other financial institutions that are holders of record or have a servicing relationship with Clients (the “Third-Party Servicing Agents”) to provide the Services to their Clients. WFFD may execute and deliver written, third-party agreements with broker-dealers that are holders of record or have a servicing relationship with Clients, based substantially on the form duly approved by the Board under the Distribution Plan. Wells Fargo also may enter into such agreements based on such additional forms of agreement as it deems appropriate, provided that Wells Fargo determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such Third-Party Servicing Agent under any such form of agreement do not exceed their responsibility or liability under the form(s) approved by the Board, and provided further that Wells Fargo determines that the overall terms of any such form of agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board. In entering into and performing under such agreements, Wells Fargo shall act as principal and not as agent for the Trust or any Fund.

2.         Representations and Undertakings.

2.1       The Trust represents to Wells Fargo that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.

2.2       The Trust represents and warrants to Wells Fargo that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes Wells Fargo and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.

2.3 No Shares shall be offered by either Wells Fargo or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust.

2.4 The Trust agrees to advise Wells Fargo as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

3.         Indemnification.

3.1 The Trust agrees to indemnify, defend and hold Wells Fargo, its several officers and directors, and any person who controls Wells Fargo within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Wells Fargo, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or necessary to make any statement in such documents not misleading; provided, however, that the Trust’s agreement to indemnify Wells Fargo, its officers and directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by Wells Fargo or any affiliate thereof

and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify Wells Fargo, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which Wells Fargo, its officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of Wells Fargo’s, its officer’s or director’s, or any such controlling person’s duties, or by reason of Wells Fargo’s, its officer’s or director’s, or any such controlling person’s reckless disregard of its obligations and duties under this Agreement.

3.2 Wells Fargo agrees to indemnify, defend and hold the Trust, its several officers and Trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by Wells Fargo or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished by Wells Fargo or any affiliate thereof to the Trust or its counsel required to be stated in such answers or necessary to make such information not misleading or (b) any alleged willful misfeasance, bad faith or negligence in the performance of Wells Fargo’s obligations and duties under the Agreement or by reason of its alleged reckless disregard thereof.

4.         Confidentiality.

Wells Fargo agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Funds and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where Wells Fargo may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.

In accordance with Regulation S-P, Wells Fargo will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust or any Fund regarding any shareholder; provided, however, that Wells Fargo and its affiliates may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to Wells Fargo, or as may be permitted by law. Wells Fargo agrees to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.

5.         Anti-Money Laundering Program.

WFFD represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency, and will promptly remedy any material deficiency of which it learns.

6.         Limitations of Liability.

Except as provided in paragraph 3.2, Wells Fargo shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

7.         Term.

This Agreement shall become effective on the date of its execution and may be terminated at any time on 30 days’ written notice to the other parties (which notice may be waived by the other parties).

8.         Release.

The names “Wells Fargo Funds Trust” and “Trustees of Wells Fargo Funds Trust” refer respectively to the Trust created by the Declaration of Trust and the Trustees as Trustees but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer or shareholder shall be personally liable for any such liabilities. All persons dealing with any Fund of the Trust must look solely to the property belonging to such Fund for the enforcement of any claims against the Trust.

9.         Miscellaneous.

1.       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 an enforcement of the change, waiver, discharge or termination is sought.

2.       This Agreement shall be governed by the laws of the State of Delaware.

10.       Notices.

Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice. Until further notice, it is agreed that the address of the Trust shall be Wells Fargo Funds Trust, 525 Market Street, 12^th Floor, San Francisco, California 94105, Attention: Secretary, and that of Wells Fargo shall be Wells Fargo Funds Management, LLC, 525 Market Street, 12^th Floor, San Francisco, California 94105, Attention: Secretary.

11.        Counterparts.

This Agreement may be executed in any manner of counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

 

		WELLS FARGO FUNDS TRUST on behalf of the Funds
		By:
			Name:	Andrew Owen
			Title:	President

 

		WELLS FARGO FUNDS DISTRIBUTOR, LLC
		By:
			Name:	Wayne Badorf
			Title:	President

 

		WELLS FARGO FUNDS MANAGEMENT, LLC
		By:
			Name:	Paul Haast
			Title:	Senior Vice President

SCHEDULE I

 

SHAREHOLDER SERVICING AGREEMENT

WELLS FARGO FUNDS TRUST

 

100% Treasury Money Market Fund

Absolute Return Fund

Adjustable Rate Government Fund

Alternative Risk Premia Fund

Asset Allocation Fund

C&B Large Cap Value Fund

C&B Mid Cap Value Fund

California Limited-Term Tax-Free Fund

California Tax-Free Fund

Classic Value Fund

Common Stock Fund

Conservative Income Fund

Core Bond Fund

Core Plus Bond Fund

Disciplined Small Cap Fund

Disciplined U.S. Core Fund

Discovery Fund

Diversified Capital Builder Fund

Diversified Equity Fund¹

Diversified Income Builder Fund

Dynamic Target Today Fund

Dynamic Target 2015 Fund

Dynamic Target 2020 Fund

Dynamic Target 2025 Fund

Dynamic Target 2030 Fund

Dynamic Target 2035 Fund

Dynamic Target 2040 Fund

Dynamic Target 2045 Fund

Dynamic Target 2050 Fund

Dynamic Target 2055 Fund

Dynamic Target 2060 Fund

Emerging Growth Fund

Emerging Markets Equity Fund

Emerging Markets Equity Income Fund

Endeavor Select Fund

Enterprise Fund

Fundamental Small Cap Growth Fund

Global Investment Grade Credit Fund

Global Small Cap Fund

 

1	On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.

Government Money Market Fund

Government Securities Fund

Growth Fund

Growth Balanced Fund

Heritage Money Market Fund

High Yield Bond Fund

High Yield Municipal Bond Fund

Income Plus Fund

Index Asset Allocation Fund

Index Fund

Intermediate Tax/AMT-Free Fund

International Bond Fund

International Equity Fund

Large Cap Core Fund

Large Cap Growth Fund

Large Company Value Fund

Low Volatility U.S. Equity Fund

Managed Account CoreBuilder Shares - Series CP

Managed Account CoreBuilder Shares - Series M

Managed Account CoreBuilder Shares - Series SM

Minnesota Tax-Free Fund

Moderate Balanced Fund

Money Market Fund

Municipal Bond Fund

Municipal Cash Management Money Market Fund

Municipal Sustainability Fund

National Tax-Free Money Market Fund

Omega Growth Fund

Opportunity Fund

Pennsylvania Tax-Free Fund

Precious Metals Fund

Premier Large Company Growth Fund

Real Return Fund

Short Duration Government Bond Fund

Short-Term Bond Plus Fund

Short-Term High Yield Bond Fund

Short-Term Municipal Bond Fund

Small Cap Fund

Small Company Growth Fund

Small Company Value Fund

Special International Small Cap Fund

Special Mid Cap Value Fund

Special Small Cap Value Fund

Specialized Technology Fund

Spectrum Aggressive Growth Fund

Spectrum Conservative Growth Fund

Spectrum Growth Fund

Spectrum Income Allocation Fund

Spectrum Moderate Growth Fund

Strategic Municipal Bond Fund

Target Today Fund²

Target 2010 Fund³

Target 2015 Fund⁴

Target 2020 Fund⁵

Target 2025 Fund⁶

Target 2030 Fund⁷

Target 2035 Fund⁸

Target 2040 Fund⁹

Target 2045 Fund¹⁰

Target 2050 Fund¹¹

Target 2055 Fund¹²

Target 2060 Fund¹³

 

2	On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
3	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
4	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
5	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
6	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
7	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
8	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
9	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
10	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
11	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
12	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.
13	On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Treasury Plus Money Market Fund

Ultra Short-Term Income Fund

Ultra Short-Term Municipal Income Fund

Utility and Telecommunications Fund

Wisconsin Tax-Free Fund

 

Schedule I amended: June 2, 2021

SCHEDULE II

 

Services

1)

Establish and maintain accounts relating to Clients that invest in Shares;

2)

Answer Client inquiries regarding account status and history, and the manner in which purchases, exchanges and redemptions of Shares may be effected;

3)

Assist Clients in designating and changing dividend options (as available), account designations and addresses;

4)

Process and verify purchase, redemption and exchange transactions;

5)

Process and verify the wiring or other transfer of funds to and from Client accounts in connection with Client orders to purchase or redeem Shares;

6)

Provide necessary personnel and facilities to establish and maintain Client accounts and records, respond to questions with respect to the Funds; and

7)

Provide such other shareholder liaison or related services as the Funds or a Client may reasonably request.

WELLS FARGO FUNDS TRUST

SHAREHOLDER SERVICING PLAN

 

WHEREAS, Wells Fargo Funds Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

 

WHEREAS, the Trust desires to adopt a shareholder servicing plan (the “Plan”) on behalf of the class or classes of shares (each a “Class” and, collectively, the “Classes”) of the series of the Trust (each a “Fund” and, collectively, the “Funds”) listed in Appendix A, as it may be amended from time to time, and the Trust’s Board of Trustees (the “Board”), including a majority of the Qualified Trustees (as defined below), has determined that there is a reasonable likelihood that adoption of the Plan will benefit each Class and its shareholders;

 

NOW THEREFORE, each Fund hereby adopts the Plan on behalf of each Class on the following terms and conditions:

 

Section 1. The Trust, on behalf of each Class, may execute and deliver written agreements based substantially on the form attached hereto as Appendix B or on any other form duly approved by the Board (the “Servicing Agreement”) with the Trust’s distributor, administrator and adviser, or any of their affiliates (the “Servicing Agents”) to provide or engage other entities to provide certain shareholder services as set forth in Schedule II of the Servicing Agreement (the “Services”) to beneficial owners of the Fund’s shares (the “Clients”). The Servicing Agents may execute and deliver written, third-party agreements with banks, investment advisers, and other financial institutions, that are holders of record or have a servicing relationship with Clients (the “Intermediaries”), based substantially on the form duly approved by the Board, attached hereto as Appendix C, (the “Administrative and Shareholder Services Agreement”) to provide the Services to their Clients or otherwise meeting the standards set forth in the Servicing Agreement. A Servicing Agent may execute and deliver written, third-party agreements with broker-dealers that are holders of record or have a servicing relationship with Clients, based substantially on the form duly approved by the Board under the Distribution Plan. Pursuant to the Servicing Agreement, the Servicing Agents shall provide the Services in consideration of a fee payable from the assets of each Class, computed monthly in the manner set forth in the respective Fund’s then current prospectus, at the annual rates set forth in Appendix A. All of the expenses incurred by a Class in connection with a Servicing Agreement and the implementation of the Plan shall be borne entirely by the shareholders of that Class. The Servicing Agents shall monitor the arrangements pertaining to the Administrative and Shareholder Services Agreement.

 

Section 2. The Plan shall be effective with respect to each Class: (a) on the date upon which the Plan is approved for such Class by vote of a majority of the trustees of the Trust (the “Trustees”), including a majority of the Qualified Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan for such Class; or (b) on the date the Class commences operations, if such date is later.

Section 3. Unless earlier terminated, the Plan shall continue in effect for a period of one year from its effective date and shall continue thereafter for successive annual periods, provided that such Plan is reapproved at least annually, with respect to a Class by vote of a majority of the Trustees of the Trust, including a majority of the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such reapproval.

 

Section 4. So long as the Plan is in effect, the Trust shall provide, or shall cause the Trust’s administrator to provide, to the Board, and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.

 

Section 5. The Plan may be amended at any time with respect to a Class by the Trustees, provided that any material amendment of the terms of the Plan (including a material increase of the fee payable hereunder) shall become effective only upon the approvals set forth in Section 3.

 

Section 6. The Plan may be terminated with respect to any Class at any time by vote of a majority of the Qualified Trustees.

 

Section 7. While the Plan is in effect, the selection and nomination of Trustees who are not interested persons of the Trust shall be committed to the discretion of the Trustees who are not interested persons of the Trust.

 

Section 8. Notwithstanding anything herein to the contrary, no Fund or Class shall be obligated to make any payments under the Plan that exceed the maximum amounts payable under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc.

 

Section 9. The Trust shall preserve copies of the Plan, each Servicing Agreement, and each written report presented to the Board pursuant to Section 1 hereof, for a period of not less than six years from the date of the Plan, Servicing Agreement or report, as the case may be, the first two years in an easily accessible place.

 

Section 10. The provisions of the Plan are severable for each Class, and whenever any action is to be taken with respect to the Plan, such action shall be taken separately for each such affected Class.

 

Section 11. As used in the Plan, (a) the term “interested person” shall have the meaning given it in the 1940 Act and the rules and regulations thereunder, subject to such exemption or interpretation as may be provided by the Securities and Exchange Commission or the staff thereof, and (b) the term “Qualified Trustees” shall mean the Trustees who (i) are not “interested persons” of the Trust and (ii) have no direct or indirect financial interest in the operation of the Plan or in any Servicing Agreement.

 

Section 12. 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 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.

 

Amended: May 28, 2020

APPENDIX A

 

SHAREHOLDER SERVICING PLAN

WELLS FARGO FUNDS TRUST

 

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Absolute Return Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
Adjustable Rate Government Fund Class A Class C Administrator Class	0.25 0.25 0.25
Asset Allocation Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
C&B Large Cap Value Fund Class A Class C Administrator Class	0.25 0.25 0.25
C&B Mid Cap Value Fund Class A Class C Administrator Class	0.25 0.25 0.25
California Limited-Term Tax-Free Fund Class A Class C Administrator Class	0.25 0.25 0.25
California Tax-Free Fund Class A Class C Administrator Class	0.25 0.25 0.25
Classic Value Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
Common Stock Fund Class A Class C Administrator Class	0.25 0.25 0.25
Conservative Income Fund Class A2	0.25

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Core Bond Fund Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25
Core Plus Bond Fund Class A Class C Administrator Class	0.25 0.25 0.25
Disciplined Small Cap Fund Class A Administrator Class	0.25 0.25
Disciplined U.S. Core Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
Discovery Fund Class A Class C Administrator Class	0.25 0.25 0.25
Diversified Capital Builder Fund Class A Class C Administrator Class	0.25 0.25 0.25
Diversified Equity Fund1 Class A Class C Administrator Class	0.25 0.25 0.25
Diversified Income Builder Fund Class A Class C Administrator Class	0.25 0.25 0.25
Dynamic Target Today Fund2 Class A Class C Class R4	0.25 0.25 0.10

1

On May 18, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.

2

On June 1, 2021, the Board of Trustees of Wells Fargo Funds Trust approved the addition of the Administrator Class to each Dynamic Target Fund. The Administrator Class and Maximum Shareholder Servicing Fee of 0.25 will become effective upon the closing of the reorganizations of the Target Funds into the Dynamic Target Funds, on or about October 15, 2021.

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Dynamic Target 2015 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2020 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2025 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2030 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2035 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2040 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2045 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2050 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2055 Fund4 Class A Class C Class R4	0.25 0.25 0.10
Dynamic Target 2060 Fund2 Class A Class C Class R4	0.25 0.25 0.10
Emerging Growth Fund Class A Class C Administrator Class	0.25 0.25 0.25

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Emerging Markets Equity Fund Class A Class C Administrator Class	0.25 0.25 0.25
Emerging Markets Equity Income Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
Endeavor Select Fund Class A Class C Administrator Class	0.25 0.25 0.25
Enterprise Fund Class A Class C Administrator Class	0.25 0.25 0.25
Fundamental Small Cap Growth Fund Class A Class C Administrator Class	0.25 0.25 0.25
Global Small Cap Fund Class A Class C Administrator Class	0.25 0.25 0.25
Government Money Market Fund Class A Administrator Class Service Class Sweep Class	0.25 0.10 0.25 0.25
Government Securities Fund Class A Class C Administrator Class	0.25 0.25 0.25
Growth Balanced Fund Class A Class C Administrator Class	0.25 0.25 0.25
Growth Fund Class A Class C Administrator Class	0.25 0.25 0.25
Heritage Money Market Fund Administrator Class Service Class	0.10 0.25

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
High Yield Bond Fund Class A Class C       Administrator Class	0.25 0.25 0.25
High Yield Municipal Bond Fund Class A Class C Administrator Class	0.25 0.25 0.25
Income Plus Fund Class A Class C Administrator Class	0.25 0.25 0.25
Index Asset Allocation Fund Class A Class C Administrator Class	0.25 0.25 0.25
Index Fund Class A Class C Administrator Class	0.25 0.25 0.10
Intermediate Tax/AMT-Free Fund Class A Class C Administrator Class	0.25 0.25 0.25
International Bond Fund Class A Class C Administrator Class	0.25 0.25 0.25
International Equity Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
Large Cap Core Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
Large Cap Growth Fund Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Large Company Value Fund Class A Class C Administrator Class	0.25 0.25 0.25
Low Volatility U.S. Equity Fund Class A Class C Administrator Class	0.25 0.25 0.25
Minnesota Tax-Free Fund Class A Class C Administrator Class	0.25 0.25 0.25
Moderate Balanced Fund Class A Class C Administrator Class	0.25 0.25 0.25
Money Market Fund Class A Class C Service Class	0.25 0.25 0.25
Municipal Bond Fund Class A Class C Administrator Class	0.25 0.25 0.25
Municipal Cash Management Money Market Fund Administrator Class Service Class	0.10 0.25
Municipal Sustainability Fund Class A Class C Administrator Class	0.25 0.25 0.25
National Tax-Free Money Market Fund Class A Administrator Class Service Class	0.25 0.10 0.25
Omega Growth Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
Opportunity Fund Class A Class C Administrator Class	0.25 0.25 0.25
Pennsylvania Tax-Free Fund Class A Class C	0.25 0.25

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Precious Metals Fund Class A Class C Administrator Class	0.25 0.25 0.25
Premier Large Company Growth Fund Class A Class C Class R4 Administrator Class	0.25 0.25 0.10 0.25
Real Return Fund Class A Class C Administrator Class	0.25 0.25 0.25
Short Duration Government Bond Fund Class A Class C Administrator Class	0.25 0.25 0.25
Short-Term Bond Plus Fund Class A Class C	0.25 0.25
Short-Term High Yield Bond Fund Class A Class C Administrator Class	0.25 0.25 0.25
Short-Term Municipal Bond Fund Class A Class C Administrator Class	0.25 0.25 0.25
Small Cap Fund Class A Class C Administrator Class	0.25 0.25 0.25
Small Company Growth Fund Class A Class C Administrator Class	0.25 0.25 0.25
Small Company Value Fund Class A Class C Administrator Class	0.25 0.25 0.25
Special Mid Cap Value Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Special Small Cap Value Fund Class A Class C Class R Administrator Class	0.25 0.25 0.25 0.25
Specialized Technology Fund Class A Class C Administrator Class	0.25 0.25 0.25
Spectrum Aggressive Growth Fund Class A Class C	0.25 0.25
Spectrum Conservative Growth Fund Class A Class C	0.25 0.25
Spectrum Growth Fund Class A Class C	0.25 0.25
Spectrum Income Allocation Fund Class A Class C	0.25 0.25
Spectrum Moderate Growth Fund Class A Class C	0.25 0.25
Strategic Municipal Bond Fund Class A Class C Administrator Class	0.25 0.25 0.25
Target Today Fund3 Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25
Target 2010 Fund4 Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25

 

3

On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

4

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Target 2015 Fund5 Class A Class R Class R4 Administrator Class	0.25 0.25 0.10 0.25
Target 2020 Fund6 Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25
Target 2025 Fund7 Class A Class R Class R4 Administrator Class	0.25 0.25 0.10 0.25
Target 2030 Fund8 Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25
Target 2035 Fund9 Class A Class R Class R4 Administrator Class	0.25 0.25 0.10 0.25

 

5

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

6

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

7

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

8

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

9

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Target 2040 Fund10 Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25
Target 2045 Fund11 Class A Class R Class R4 Administrator Class	0.25 0.25 0.10 0.25
Target 2050 Fund12 Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25
Target 2055 Fund13 Class A Class R Class R4 Administrator Class	0.25 0.25 0.10 0.25
Target 2060 Fund14 Class A Class C Class R Class R4 Administrator Class	0.25 0.25 0.25 0.10 0.25

 

10

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

11

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

12

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

13

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

14

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

Funds Trust Funds and Share Classes	Maximum Shareholder Servicing Fee
Treasury Plus Money Market Fund Class A Administrator Class Service Class	0.25 0.10 0.25
Ultra Short-Term Income Fund Class A Class A2 Class C Administrator Class	0.25 0.25 0.25 0.25
Ultra Short-Term Municipal Income Fund Class A Class A2 Class C Administrator Class	0.25 0.25 0.25 0.25
Utility & Telecommunications Fund Class A Class C Administrator Class	0.25 0.25 0.25
Wisconsin Tax-Free Fund Class A Class C	0.25 0.25
100% Treasury Money Market Fund Class A Administrator Class Service Class Sweep Class	0.25 0.10 0.25 0.25

 

Fees payable to a Servicing Agent are expressed as a percentage of the average daily net asset value of the shares of the specified class of the particular Fund beneficially owned by or attributable to clients of the Servicing Agent.

 

Appendix A amended: June 1, 2021

The foregoing fee schedule is agreed to as of June 1, 2021 and shall remain in effect until changed in writing by the parties.

 

	WELLS FARGO FUNDS TRUST
	By:
		Catherine Kennedy
		Secretary
	WELLS FARGO FUNDS MANAGEMENT, LLC
	By:
		Paul Haast
		Senior Vice President

AMENDED AND RESTATED

INVESTMENT SUB-ADVISORY AGREEMENT

AMONG WELLS FARGO FUNDS TRUST,

WELLS FARGO FUNDS MANAGEMENT, LLC AND

WELLS CAPITAL MANAGEMENT INCORPORATED

 

This AMENDED AND RESTATED AGREEMENT is made as of this 1st day of March 2001, as amended and restated as of November 7, 2012, between Wells Fargo Funds Trust (the “Trust”), a business 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 94163, 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 94163, and Wells Capital Management Incorporated, a corporation organized under the laws of the State of California, with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94163 (the “Sub-Adviser”).

 

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end, series management investment company; and

 

WHEREAS, the Trust and the Adviser desire that the Sub-Adviser perform investment advisory services for each of the series of the Trust listed in Appendix A hereto as it may be amended from time to time (each a “Fund” and collectively the “Funds”), and the Sub-Adviser is willing to perform those services on the terms and conditions set forth in this Agreement;

 

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

 

Section 1. The Trust; Delivery of Documents. The Trust 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 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 Funds contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust’s Board of Trustees (the “Board”). The Board is authorized to issue any unissued shares in any number of additional classes or series. The Trust has delivered copies of the documents listed in this Section to the Sub-Adviser and will from time to time furnish the Sub-Adviser with any amendments thereof.

 

Section 2. Appointment of Sub-Adviser. Subject to the direction and control of the Board, the Adviser manages the investment and reinvestment of the assets of the Funds and provides for certain management and services as specified in the Investment Advisory Agreement between the Trust and the Adviser with respect to the Funds.

Subject to the direction and control of the Board, the Sub-Adviser shall manage the investment and reinvestment of the assets of the Funds, and without limiting the generality of the foregoing, shall provide the management and other services specified below, all in such manner and to such extent as may be directed from time to time by the Adviser.

 

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 that is not an affiliated person (as that term is defined in the 1940 Act) of Wells Fargo & Company (“Wells Fargo”), or an affiliated person of such a sub-adviser, concerning transactions for a fund in securities or other fund assets. With respect to a multi-managed Fund, the Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Board or the Adviser, and shall not consult with the any Sub-adviser that is not an affiliated person of Wells Fargo as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets.

 

Section 3. Duties 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 Funds. To carry out such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Sub-Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

 

(b)       The Sub-Adviser will report to the Board at each regular meeting thereof all material changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Funds and the Sub-Adviser, and on its own initiative will furnish the Board from time to time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Sub-Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Sub-Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities for the Funds, the Sub-

Adviser will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust’s Declaration of Trust, as amended from time to time, By-Laws (if any), Registration Statement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended applicable to the Trust and the investment objectives, policies and restrictions of the Funds.

 

(c)       The Sub-Adviser may from time to time employ or associate with such persons as the Sub-Adviser believes to be appropriate or necessary to assist in the execution of the Sub-Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-Adviser. No obligation may be imposed on the Trust in any such respect.

 

(d)       The Sub-Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act. The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-Adviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Sub-Adviser shall be the property of the Trust. The Trust, or the Trust’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 request of the Trust, copies of any such books and records shall be provided promptly by the Sub-Adviser to the Trust or the Trust’s authorized representatives.

 

Section 4. Control by Board. As is the case with respect to the Adviser under the Investment 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 Funds, shall at all times be subject to the direction and control the Trust’s Board.

 

Section 5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with:

 

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

 

(b)       the provisions of the registration statement of the Trust, as it may be amended or supplemented from time to time, under the Securities Act and the 1940 Act;

 

(c)       the provisions of the Declaration of Trust of the Trust, as it may be amended or supplemented from time to time;

 

(d)       the provisions of any By-laws of the Trust, if adopted and as it may be amended from time to time, or resolutions of the Board as may be adopted from time to time;

 

(e)        the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Trust or the Funds;

 

(f)       any other applicable provisions of state or federal law; and

 

In addition, any code of ethics adopted by the Sub-Adviser must comply with Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and any broadly accepted industry practices, if requested by the Trust or the Adviser.

 

Section 6. Broker-Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. 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 Trust’s Board of Trustees may from time to time determine, the Sub-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 a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-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 Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

 

Section 7. Expenses of the Fund. All of the ordinary business expenses incurred in the operations of the Funds and the offering of their shares shall be borne by the Funds unless specifically provided otherwise in this Agreement. These expenses borne by the Trust include, but are not limited to, brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, custodian, transfer

agent and shareholder service agent costs, expense of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Funds in connection with membership in investment company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds’ shareholders.

 

Section 8. Compensation. As compensation for the sub-advisory services provided under this Agreement, the Adviser shall pay the Sub-Adviser fees, payable monthly, the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time. It is understood that the Adviser shall be responsible for the Sub-Adviser’s fee for its services hereunder, and the Sub-Adviser agrees that it shall have no claim against the Trust or the Funds with respect to compensation under this Agreement.

 

Section 9. Standard of Care. The Trust and Adviser shall expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and the Adviser the benefit of, the Sub-Adviser’s best judgment and efforts in rendering its services to the Trust, and as an inducement to the Sub-Adviser’s undertaking these services at the compensation level specified, the Sub-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 Sub-Adviser or any of its officers, directors, employees or agents, the Sub-Adviser shall not be subject to liability to the Trust or to any shareholders in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

 

Section 10. Non-Exclusivity. The services of the Sub-Adviser to the Adviser and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or directors of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies.

 

Section 11. Records. The Sub-Adviser shall, with respect to orders the Sub-Adviser places for the purchase and sale of portfolio securities of the Funds, 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 or the Funds’ Administrator reasonably requests to be maintained. All such records shall be maintained in a form acceptable to the Funds and in compliance with the provisions of Rule 31a-1 or any successor rule. All such records will be the property of the Funds, and will be available for inspection and use by the Funds and their authorized representatives (including the Adviser). The Sub-Adviser

shall promptly, upon the Trust’s request, surrender to the Funds those records which are the property of the Trust or any Fund. The Sub-Adviser will promptly notify the Funds’ Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

 

Section 12. Term and Approval. This Agreement shall become effective with respect to a Fund after it is approved in accordance with the express requirements of the 1940 Act, and executed by the Trust, 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 Trust’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 Trust’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 Trust), by votes cast in person at a meeting specifically called for such purpose.

 

Section 13. Termination. As required under the 1940 Act, this Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty, by vote of the Trust’s Board of Trustees or by vote of a majority of a Fund’s outstanding voting securities, or by the Adviser or Sub-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 applied by the Commission staff in no-action letters, issued under the 1940 Act.

 

Section 14. Indemnification by the Sub-Adviser. The Trust shall not be responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any Fund of the Trust 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 of the Sub-Adviser or any of its officers, directors, employees or agents.

 

Section 15. Indemnification by the Trust. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of duties hereunder on the part of the Sub-Adviser or any of its officers, directors, employees or agents, the Trust hereby agrees to indemnify and hold harmless the Sub-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

Funds or other securities, undertaken by the Funds, their 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 Funds, their officers, directors, employees or affiliates. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein shall constitute a waiver or limitation of any rights which a Fund may have and which may not be waived under any applicable federal and state securities laws.

 

Section 16. 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 Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94163, Attention Michael J. Hogan, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94163, Attention: Michael J. Hogan, and that of the Sub-Adviser shall be 525 Market Street, 10th Floor, San Francisco, California 94163, Attention: J. Mari Casas.

 

Section 17. 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.

 

Section 18. Amendment. This Agreement supersedes the sub-advisory agreement among Wells Fargo Funds Trust, Wells Fargo Bank, N.A. and Wells Fargo Capital Management Incorporated dated November 8, 1999, as approved by the Board of Trustees on March 26, 1999 as amended October 28, 1999, May 9, 2000 and July 25, 2000. 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 affected Funds. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board of Trustees, the Adviser and the Sub-Adviser.

Section 19. Wells Fargo Name. The Sub-Adviser and the Trust each agree that the name “Wells Fargo,” which comprises a component of the Trust’s name, is a property right of the parent of the Adviser. The Trust agrees and consents that: (i) it will use the words “Wells Fargo” as a component of its corporate name, the name of any series or class, or all of the above, and for no other purpose; (ii) it will not grant to any third party

the right to use the name “Wells Fargo” for any purpose; (iii) the Adviser or any corporate affiliate of the Adviser may use or grant to others the right to use the words “Wells Fargo,” or any combination or abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, other than a grant of such right to another registered investment company not advised by the Adviser or one of its affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no longer acting as investment adviser to any Fund or class of a Fund, the Trust shall, upon request by the Adviser, promptly take such action as may be necessary to change its corporate name to one not containing the words “Wells Fargo” and following such change, shall not use the words “Wells Fargo,” or any combination thereof, as a part of its corporate name or for any other commercial purpose, and shall use its best efforts to cause its trustees, officers and shareholders to take any and all actions that the Adviser may request to effect the foregoing and to reconvey to the Adviser any and all rights to such words.

 

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 FUNDS TRUST on behalf of the Funds
			By:
				C. David Messman
				Secretary
			WELLS FARGO FUNDS MANAGEMENT, LLC
			By:
				Andrew Owen
				Executive Vice President
			WELLS CAPITAL MANAGEMENT INCORPORATED
			By:
				Karen Norton
				Chief Operating Officer

APPENDIX A

 

WELLS CAPITAL MANAGEMENT INCORPORATED

INVESTMENT SUB-ADVISORY AGREEMENT

 

WELLS FARGO FUNDS TRUST

 

Adjustable Rate Government Fund

Alternative Risk Premia Fund

Asset Allocation Fund

California Limited-Term Tax-Free Fund

California Tax-Free Fund

Classic Value Fund

Common Stock Fund

Conservative Income Fund

Core Plus Bond Fund

Disciplined Small Cap Fund

Disciplined U.S. Core Fund

Discovery Fund

Diversified Capital Builder Fund

Diversified Income Builder Fund

Dynamic Target Today Fund

Dynamic Target 2015 Fund

Dynamic Target 2020 Fund

Dynamic Target 2025 Fund

Dynamic Target 2030 Fund

Dynamic Target 2035 Fund

Dynamic Target 2040 Fund

Dynamic Target 2045 Fund

Dynamic Target 2050 Fund

Dynamic Target 2055 Fund

Dynamic Target 2060 Fund

Emerging Markets Equity Fund

Emerging Markets Equity Income Fund

Endeavor Select Fund

Enterprise Fund

Fundamental Small Cap Growth Fund

Global Investment Grade Credit Fund

Global Small Cap Fund

Government Money Market Fund

Government Securities Fund

Growth Balanced Fund

Growth Fund

Heritage Money Market Fund

High Yield Bond Fund

High Yield Municipal Bond Fund

Income Plus Fund

 

Index Asset Allocation Fund

Intermediate Tax/AMT-Free Fund

International Equity Fund

Large Cap Core Fund

Large Cap Growth Fund

Large Company Value Fund

Low Volatility U.S. Equity Fund

Managed Account CoreBuilder Shares Series CP

Managed Account CoreBuilder Shares Series M

Managed Account CoreBuilder Shares Series SM

Minnesota Tax-Free Fund

Moderate Balanced Fund

Money Market Fund

Municipal Bond Fund

Municipal Cash Management Money Market Fund

Municipal Sustainability Fund

National Tax-Free Money Market Fund

Omega Growth Fund

Opportunity Fund

Pennsylvania Tax-Free Fund

Precious Metals Fund

Premier Large Company Growth Fund

Short Duration Government Bond Fund

Short-Term Bond Plus Fund

Short-Term High Yield Bond Fund

Short-Term Municipal Bond Fund

Small Cap Fund

Special International Small Cap Fund

Special Mid Cap Value Fund

Special Small Cap Value Fund

Spectrum Income Allocation Fund

Spectrum Aggressive Growth Fund

Spectrum Growth Fund

Spectrum Moderate Growth Fund

Spectrum Conservative Growth Fund

Strategic Municipal Bond Fund

Target Today Fund¹

Target 2010 Fund²

Target 2015 Fund³

 

1

On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

2

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

 

Target 2020 Fund⁴

Target 2025 Fund⁵

Target 2030 Fund⁶

Target 2035 Fund⁷

Target 2040 Fund⁸

Target 2045 Fund⁹

Target 2050 Fund¹⁰

Target 2055 Fund¹¹

Target 2060 Fund¹²

Treasury Plus Money Market Fund

Ultra Short-Term Income Fund

Ultra Short-Term Municipal Income Fund

Utility and Telecommunications Fund

Wisconsin Tax-Free Fund

100% Treasury Money Market Fund

 

Appendix A amended: June 2, 2021

 

3

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

4

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

5

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

6

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

7

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

8

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

9

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

10

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

11

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

12

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

SCHEDULE A

 

WELLS CAPITAL MANAGEMENT INCORPORATED

INVESTMENT SUB-ADVISORY AGREEMENT

 

FEE AGREEMENT

WELLS FARGO FUNDS TRUST

 

This fee agreement is made as of the 27^th day of March, 2009, and is amended as of the 2^nd day of June, 2021, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Wells Capital Management Incorporated (the “Sub-Adviser”); and

 

WHEREAS, the parties and Wells Fargo Funds Trust (the “Trust”) have entered into an Investment Sub-Advisory Agreement (“Sub-Advisory Agreement”) whereby the Sub-Adviser provides investment management advice to each series of the Trust as listed in Appendix A to the Sub-Advisory Agreement (each a “Fund” and collectively the “Funds”).

 

WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to the Sub-Adviser are to be as agreed upon in writing by the parties.

 

NOW THEREFORE, the parties agree that the fees to be paid to the Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a monthly basis by applying the annual rates described in this Schedule A to Appendix A for each Fund listed in Appendix A.

 

The Sub-Adviser shall receive a fee as described in this Schedule A to Appendix A of the assets of the Growth Balanced Fund and Moderate Balanced Fund and from each Spectrum Fund for providing services with respect to which Master Trust Portfolios (or, in the case of the Spectrum Funds, other unaffiliated funds) these Funds will invest in and the percentage to allocate to each Master Portfolio or unaffiliated fund in reliance on Section 12(d)(1)(G) under the Act, the rules thereunder, or order issued by the Commission exempting the Fund from the provisions of Section 12(d)(1)(A) under the Act (a “Fund of Funds structure”).

 

The net assets under management against which the foregoing fees are to be applied are the net assets as of the first business day of the month. If this fee agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this agreement is in effect shall be subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. If the determination of the net asset value is suspended as of the first business day of the month, the net asset value for the last day prior to such suspension shall for this purpose be deemed to be the net asset value on the first business day of the month.

SCHEDULE A

 

WELLS CAPITAL MANAGEMENT INCORPORATED

INVESTMENT SUB-ADVISORY AGREEMENT

 

FEE AGREEMENT

WELLS FARGO FUNDS TRUST

 

Funds Trust Funds	Fee as % of Avg. Daily Net Assets
Adjustable Rate Government Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Alternative Risk Premia Fund1	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Asset Allocation Fund	First 250M Over 250M	0.10 0.05
California Limited-Term Tax-Free Fund	First 100M Next 200M Over 300M	0.15 0.10 0.05
California Tax-Free Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Classic Value Fund	First 250M Next 250M Next 2B Next 2B Over 4.5B	0.35 0.325 0.30 0.275 0.25
Common Stock Fund	First 100M Next 100M Over 200M	0.45 0.40 0.30
Conservative Income Fund	First 100M Next 200M Over 300M	0.10 0.08 0.05
Core Plus Bond Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Disciplined Small Cap Fund	First 100M Next 200M Over 300M	0.35 0.30 0.25

 

1

For portfolio management services, Wells Capital Management (“WCM”) would receive this fee on the entirety of the Fund’s portfolio, covering both the assets in the sleeve managed solely by WCM and the assets in the sleeve that will be co-managed with Wells Fargo Asset Management (International), Limited (“WFAMI Ltd”). WCM’s services will not be duplicative of those to be provided by WFAMI Ltd.

Funds Trust Funds	Fee as % of Avg. Daily Net Assets
Disciplined U.S. Core Fund	First 100M Next 200M Over 300M	0.25 0.20 0.15
Discovery Fund	First 100M Next 100M Over 200M	0.45 0.40 0.35
Diversified Capital Builder Fund	First 100M Next 200M Next 200M Over 500M	0.35 0.30 0.25 0.20
Diversified Income Builder Fund	First 100M Next 200M Next 200M Over 500M	0.35 0.30 0.25 0.20
Dynamic Target Today Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2015 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2020 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2025 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2030 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2035 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2040 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2045 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2050 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06

 

2

On June 1, 2021, the Board of Trustees of Wells Fargo Funds Trust approved a change to the WellsCap sub-advisory fee schedule for each of the Dynamic Target Funds. Effective upon the closing of the reorganization of the Target Funds into the Dynamic Target Funds, the fee schedule for each Dynamic Target Fund will be: First 200M 0.05; Next 300M 0.04; Over 500M 0.03

Funds Trust Funds	Fee as % of Avg. Daily Net Assets
Dynamic Target 2055 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Dynamic Target 2060 Fund2	First 200M Next 300M Over 500M	0.10 0.08 0.06
Emerging Markets Equity Fund	First 100M Next 100M Over 200M	0.65 0.55 0.45
Emerging Markets Equity Income Fund	First 100M Next 100M Over 200M	0.65 0.55 0.45
Endeavor Select Fund	First 100M Next 200M Next 500M Over 800M	0.30 0.275 0.25 0.20
Enterprise Fund	First 100M Next 100M Over 200M	0.45 0.40 0.30
Fundamental Small Cap Growth Fund	First 100M Next 100M Over 200M	0.55 0.50 0.40
Global Investment Grade Credit Fund	First 100M Next 200M Next 200M Over 500M	0.10 0.0875 0.075 0.050
Global Small Cap Fund	First 100M Next 100M Over 200M	0.55 0.50 0.40
Government Money Market Fund	First 1B Next 2B Next 3B Over 6B	0.05 0.03 0.02 0.01
Government Securities Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Growth Balanced Fund	First 250M Over 250M	0.10 0.05
Growth Fund	First 100M Next 100M Next 300M Over 500M	0.45 0.40 0.35 0.30
Heritage Money Market Fund	First 1B Next 2B Next 3B Over 6B	0.05 0.03 0.02 0.01

Funds Trust Funds	Fee as % of Avg. Daily Net Assets
High Yield Bond Fund	First 100M Next 200M Next 200M Over 500M	0.35 0.30 0.25 0.20
High Yield Municipal Bond Fund	First 100M Next 200M Next 200M Over 500M	0.35 0.30 0.25 0.20
Income Plus Fund	First 100M Next 200M Next 200M Over 500M	0.30 0.25 0.20 0.15
Index Asset Allocation Fund	First 100M Next 100M Over 200M	0.15 0.125 0.10
Intermediate Tax/AMT-Free Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
International Equity Fund	First 200M Over 200M	0.45 0.40
Large Cap Core Fund	First 1B Over 1B	0.35 0.30
Large Cap Growth Fund	First 100M Next 200M Next 500M Over 800M	0.30 0.275 0.25 0.20
Large Company Value Fund	First 100M Next 200M Over 300M	0.25 0.20 0.15
Low Volatility U.S. Equity Fund	First 750M Over 750M	0.20 0.12
Managed Account CoreBuilder Shares – Series CP	0.00
Managed Account CoreBuilder Shares – Series M	0.00
Managed Account CoreBuilder Shares – Series SM	0.00
Minnesota Tax-Free Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Moderate Balanced Fund	First 250M Over 250M	0.10 0.05
Money Market Fund	First 1B Next 2B Next 3B Over 6B	0.05 0.03 0.02 0.01

Funds Trust Funds	Fee as % of Avg. Daily Net Assets
Municipal Bond Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Municipal Cash Management Money Market Fund	First 1B Next 2B Next 3B Over 6B	0.05 0.03 0.02 0.01
Municipal Sustainability Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
National Tax-Free Money Market Fund	First 1B Next 2B Next 3B Over 6B	0.05 0.03 0.02 0.01
Omega Growth Fund	First 100M Next 100M Next 300M Over 500M	0.45 0.40 0.35 0.30
Opportunity Fund	First 100M Next 100M Next 300M Over 500M	0.45 0.40 0.35 0.30
Pennsylvania Tax-Free Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Precious Metals Fund	First 100M Next 100M Over 200M	0.40 0.35 0.30
Premier Large Company Growth Fund	First 100M Next 100M Next 300M Over 500M	0.35 0.325 0.30 0.275
Short Duration Government Bond Fund	First 100M Next 200M Over 300M	0.15 0.10 0.05
Short-Term Bond Plus Fund	First 100M Next 200M Over 300M	0.15 0.10 0.05
Short-Term High Yield Bond Fund	First 100M Next 200M Next 200M Over 500M	0.35 0.30 0.25 0.20
Short-Term Municipal Bond Fund	First 100M Next 200M Over 300M	0.15 0.10 0.05

Funds Trust Funds	Fee as % of Avg. Daily Net Assets
Small Cap Fund	First 100M Next 100M Over 200M	0.55 0.50 0.40
Special International Small Cap Fund	First 100M Next 100M Over 200M	0.55 0.50 0.40
Special Mid Cap Value Fund	First 100M Next 100M Over 200M	0.45 0.40 0.30
Special Small Cap Value Fund	First 100M Next 100M Over 200M	0.55 0.50 0.40
Spectrum Income Allocation Fund	0.15
Spectrum Aggressive Growth Fund	0.15
Spectrum Growth Fund	0.15
Spectrum Moderate Balanced Fund	0.15
Spectrum Conservative Growth Fund	0.15
Strategic Municipal Bond Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
Target Today Fund3	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2010 Fund4	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2015 Fund5	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2020 Fund6	First 200M Next 300M Over 500M	0.05 0.04 0.03

 

3

On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

4

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

5

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

6

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

Funds Trust Funds	Fee as % of Avg. Daily Net Assets
Target 2025 Fund7	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2030 Fund8	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2035 Fund9	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2040 Fund10	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2045 Fund11	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2050 Fund12	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2055 Fund13	First 200M Next 300M Over 500M	0.05 0.04 0.03
Target 2060 Fund14	First 200M Next 300M Over 500M	0.05 0.04 0.03

 

7

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

8

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

9

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

10

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

11

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

12

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

13

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

14

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization will become effective on or about October 15, 2021.

Funds Trust Funds	Fee as % of Avg. Daily Net Assets
Treasury Plus Money Market Fund	First 1B Next 2B Next 3B Over 6B	0.05 0.03 0.02 0.01
Ultra Short-Term Income Fund	First 100M Next 200M Over 300M	0.15 0.10 0.05
Ultra Short-Term Municipal Income Fund	First 100M Next 200M Over 300M	0.15 0.10 0.05
Utility and Telecommunication Fund	First 100M Next 200M Next 500M Over 800M	0.30 0.275 0.25 0.20
Wisconsin Tax-Free Fund	First 100M Next 200M Next 200M Over 500M	0.20 0.175 0.15 0.10
100% Treasury Money Market Fund	First 1B Next 2B Next 3B Over 6B	0.05 0.03 0.02 0.01

 

Schedule A amended: June 2, 2021

The foregoing fee schedule is agreed to as of June 2, 2021 and shall remain in effect until changed in writing by the parties.

 

		WELLS FARGO FUNDS MANAGEMENT, LLC
		By:
			Paul Haast
			Senior Vice President
		WELLS CAPITAL MANAGEMENT INCORPORATED
		By:
			Name:  Sallie Squire
			Title:    Chief Administrative Officer - WFAM

TRANSFER AGENCY AND SERVICE AGREEMENT

 

THIS AGREEMENT made as of the 29^th day of April 2019, by and between the Wells Fargo Trusts listed on Schedule A hereto and each being an entity of the type set forth on Schedule A and organized under the laws of the state of Delaware, each with a principal place of business at 525 Market Street -12^th Floor, San Francisco, California 94105 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Schedule A, as revised from time to time, (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund”“ or “Funds”), but not jointly with any other entities listed on Schedule A, and DST Asset Manager Solutions, Inc. (formerly Boston Financial Data Services, Inc.), a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169 (the “Transfer Agent”).

 

WHEREAS, each Trust (as used hereinafter, the term “Trust” shall refer jointly and severally to the trust entities set forth on Schedule A hereto, and to each Fund listed on Schedule A, as revised from time to time, as the context requires) is a Delaware statutory trust and registered with the Securities and Exchange Commission as an investment company pursuant to the Investment Company Act of 1940, as amended, which currently consists of the Funds listed under its name on Schedule A; and (the “1940 Act”);

 

WHEREAS, the Trust desires to appoint the Transfer Agent as Transfer Agent and Dividend Disbursing Agent for all common shares of beneficial interest of each Fund of each Trust and, of shares of common stock of each Fund of each Trust (collectively referred to as the “Shares”), and the Transfer Agent desires to accept such appointment.

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

 

1.       Terms of Appointment and Duties

 

1.1

Appointment

(a) Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, the transfer agent and dividend disbursing agent for the Shares and for the Shares of future portfolios of the Trust.

 

(b) The Transfer Agent hereby accepts such appointment and agrees that it will act as the Trust’s Transfer Agent and Dividend Disbursing Agent. The Transfer Agent agrees that it will also act as agent in connection with the Trust’s periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.

 

(c) The Trust agrees to use its best efforts to deliver to the Transfer Agent, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.

 

1.2

Duties

The Transfer Agent will perform the following services as Transfer Agent and Dividend Disbursing Agent for the Trust, and as agent of the Trust for shareholder accounts thereof:

(a)  Establish each Fund Shareholder’s account on the Transfer Agent’s record keeping system and maintain such account for the benefit of such Shareholder in accordance with the Transfer Agent’s present written procedures (the “Procedures”) with such changes or deviations therefrom as have been (or may from time to time be) agreed upon in writing by the Transfer Agent and the Trust;

 

(b)  Receive for acceptance and process, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Trust authorized pursuant to the organizational documents of the Trust (the “Custodian”);

 

(c)  Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

 

(d)  Receive for acceptance and process redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

 

(e)  In respect to the transactions in items (b), (c) and (d) above, the Transfer Agent may execute transactions directly with broker-dealers authorized by the Trust;

 

(f)  At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

 

(g)  Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

 

(h)  Prepare and transmit payments for dividends and distributions declared by the Trust;

 

(i)   Issue replacement checks and place stop orders on original checks based on Shareholder’s representation that a check was not received or was lost;

 

(j)  Maintain records of account for and advise the Trust and its Shareholders as to the foregoing;

 

(k)  Record the issuance of Shares of the Trust and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1940, as amended, (the “Exchange Act”) a record of the total number of Shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding. The Transfer Agent shall also provide the Trust on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust;

(l)   Accept any information, records, documents, data, certificates, transaction requests in printed form or by machine readable input, facsimile, data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Fund or any other person or firm who is authorized on behalf of the Fund or from broker-dealers of record or third-party administrators (“TPAs”) on behalf of individual Shareholders. With respect to transaction requests received other than in original form, the Transfer Agent shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the 1940 Act, and the Trust will require the broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with the Trust’s contact at the Transfer Agent. The Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes;

 

(m) Maintain and manage, as agent for the Trust, such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of Share purchases and redemptions and the payment of Fund dividends and distributions. The Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the Transfer Agent. In connection with the recordkeeping and other services provided to the Trust hereunder, the Transfer Agent may receive compensation from such banks for the management of such accounts and such compensation may be calculated based upon the average balances of such accounts as further described in Section 15.9;

 

(n) Process any request from a Shareholder to change account registration, beneficiary, beneficiary information, transfers and rollovers in accordance with the Procedures; and

 

(o) If requested by the Trust (and as mutually agreed upon by the parties as to any reasonable out-of-pocket expenses), provide any additional related services (i.e., pertaining to, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses, and U.S. Treasury Office of Foreign Assets Control and all matters relating to the foregoing).

 

1.3

Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraphs, the Transfer Agent shall perform the following services:

 

(a) Other Customary Services. The Transfer Agent will perform certain customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, arranging for mailing of Shareholder reports and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department 1099 Forms and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and arranging for mailing of confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts,

preparing and arranging for mailing of activity statements for Shareholders, and providing Shareholder account information;

 

(b) Control Book (also known as “Super Sheet”). The Transfer Agent will maintain a daily record and produce a daily report for the Trust of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Trust for each business day to the Trust no later than 9:00 AM Eastern Time, or such earlier time as the Trust may reasonably require, on the next business day;

 

(c) “Blue Sky” File Transmission. The Transfer Agent will provide the daily transmission of a sales data file in industry standard format to the blue sky vendor identified in writing by the Trust or its administrator. The Transfer Agent will not be responsible for monitoring the daily activity for each state or US territory;

 

(d)  National Securities Clearing Corporation (the “NSCC”). The Transfer Agent will: (i) Accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC’s participants, including the Trust), in accordance with instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of authorized broker-dealers and bank participants on the Trust dealer file maintained by the Transfer Agent; (ii) issue instructions to the Trust’s banks for the settlement of transactions between the Trust and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Trust’s records on the TA2000 computer system (“TA2000 System”) of the Transfer Agent’s parent company, DST Systems, Inc. (“DST”) in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

 

(e) Anti-Money Laundering (“AML”) Delegation. In order to assist the Trust with the Trust’s AML responsibilities under applicable AML laws, the Transfer Agent offers certain risk-based shareholder activity monitoring tools and procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Funds (the “AML Procedures”). The Trust has elected to have the Transfer Agent implement the AML Procedures and has delegated the day-to-day operation of such AML Procedures to the Transfer Agent and they agree to the terms as stated in the attached schedule (“Schedule 1.3(e)” entitled “AML Delegation”) which may be changed from time to time subject to mutual written agreement between the parties.

 

(f) Short Term Trader. Upon request of the Trust, the Transfer Agent will provide the Trust periodic reports on trading activity in the Trust based on parameters provided to the Transfer Agent by the Trust, as amended from time to time. The services to be performed by the Transfer Agent for the Trust hereunder will be ministerial only and the Transfer Agent shall have no responsibility for monitoring or reviewing market-timing activities. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section, the Trust agrees to pay the Transfer Agent the fees and expenses associated with these additional duties;

(g) Omnibus Transparency Services. The Transfer Agent shall carry out certain information requests, analyses and reporting services in support of the Trust’s obligations under Rule 22c-2(a)(2). The parties agree to the services and terms as stated in the attached schedule (“Schedule 1.3(g)” titled “Omnibus Transparency Services”), which may be changed from time to time subject to mutual written agreement between the parties;

 

(h) UPA Services. The Transfer Agent will provide enhanced lost shareholder, escheatment, and shareholder outreach services (the “UPA Services”). The parties agree to the services and terms as stated in the attached schedule (Schedule 1.3(h) titled “UPA Services”), which may be changed from time to time subject to mutual written agreement between the parties;

 

(i) Complaint Tracking. The Transfer Agent will use reasonable efforts to provide information to the Fund with respect to all complaints received from Fund Shareholders in order to assist the Fund in tracking such complaints. The Transfer Agent’s associates will use all reasonable efforts to manually add a complaint category to items in the AWD workflow. The Fund will be responsible for creating any internal reporting using such information.

 

(j) Performance of Certain Services by the Trust or Affiliates or Agents. New procedures as to who shall provide certain of the transfer agency and record-keeping related services may be established in writing from time to time by agreement between the Trust and the Transfer Agent. The Transfer Agent may at times perform only a portion of the services and the Trust, its affiliates or agents may perform certain services on the Trust’s behalf. As of the commencement of this Agreement, the parties agree that the Trust, its affiliates or agents shall be responsible for performing the following services: (i) making certain outbound phone calls to institutional Shareholders, financial advisors and broker-dealers, and (ii).processing applicable transactions and account maintenances related to such calls. With respect to the services to be performed by the Trust or by any other Trust affiliate or agent, the Trust agrees that the Transfer Agent shall be relieved from all responsibility and liability for such services performed or to be performed by the Trust, its affiliates or agents (including any actions or inactions of the Trust, its affiliates or agents that adversely impact or delay a transaction or request prior to it being received by the Transfer Agent) and shall be indemnified and held harmless by the Trust against any liability arising therefrom to the same extent as provided for in Section 7 of this Agreement; and

 

(k) Additional Services. Upon request of the Trust and mutual agreement between the parties as to the scope and any applicable fees, the Transfer Agent may provide additional services to the Trust under the terms of this Agreement. Such services and fees shall be set forth in a writing and may be added by an amendment to, or as a statement of work under, this Agreement.

1.4

Service Levels. The parties agree that the Transfer Agent’s performance of the services under this Agreement will be measured against mutually agreed upon service level arrangements, which include those set forth on Exhibit A to Addendum No. 1 to this Agreement, and such other service levels as may be agreed upon by the parties from time to time and added to this Agreement by amendment (the “Service Level Arrangements”). The Trust agrees to cooperate with the Transfer Agent in its effort to resolve any performance issues in the manner to be set forth in the Service Level Arrangements. In order that the Transfer Agent may reasonably estimate the staffing needed to maintain the Service Level Arrangements, the Trust agrees to communicate to the Transfer Agent its sales and volume projections prior to the beginning of each quarter. The Trust shall also provide the Transfer Agent with advance notice of any product development, sales or marketing campaigns that the Trust determines may impact the services. The parties shall review and discuss the Service Level Arrangements annually and shall make such changes therein as to which they mutually agree.

 

1.5

Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Trust may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trust under or pursuant to this Agreement. Such inspections shall occur during the Transfer Agent’s regular business hours. In connection with such site visit and/or inspection, the Trust shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Trust shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trust and to other clients. Such inspections shall not involve any direct access to the Transfer Agent or its affiliates’ systems nor the performance of any testing thereon. The Transfer Agent shall have the right to immediately require the removal of any Trust representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Trust’s representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Trust’s governmental regulators, at the Trust’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and, solely to (i) the Trust’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Trust under the Agreement. The Transfer Agent will provide a BITS full SIG assessment and will otherwise be available to the Trust to answer questions and provide information related to the information security requirements.

 

1.6

Individual Retirement Accounts. The Transfer Agent will provide certain agreed upon services to 403(b), individual retirement accounts (“IRAs”), SIMPLE-IRAs, and SEP-IRAs that are directly investing in the Trust, in accordance with mutually agreed upon procedures.

1.7

Tax-related support. The parties agree that to the extent that the Transfer Agent provides any services under this Agreement that relate to compliance by the Trust with the Internal Revenue Code of 1986, as amended (“Code”) or any other tax law, including without limitation, withholding, as required by federal law, taxes on Shareholder accounts, preparing, filing and mailing information tax reporting on U.S. Treasury Department Forms 1099, 1042, and 1042S, and performing and paying backup withholding as required for shareholders, the Transfer Agent will not make any judgments or exercise any discretion. The Transfer Agent’s responsibilities hereunder shall not extend to or include duties and responsibilities of a “tax return preparer” as defined in the Code. The Trust will provide comprehensive instructions to the Transfer Agent in connection with the services and shall promptly respond to requests for direction from the Transfer Agent regarding IRS notices and other requests.

 

2.         Third Party Administrators for Defined Contribution Plans

 

2.1

The Trust may decide to make available to certain employers (“Employers”), a qualified plan program (the “Program”) pursuant to which the Employers may adopt certain plans of deferred compensation (“Plan or Plans”) for the benefit of the individual Plan participant (the “Participant”), such Plan(s) being qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (“Code”) and administered by third party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended (the “TPA(s)”).

 

2.2

In accordance with the procedures established in the initial Schedule 2.1 entitled “Third Party Administrator Procedures”, as may be amended by the Transfer Agent and the Trust from time to time (“Schedule 2.1”), the Transfer Agent shall:

 

(a) Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs as the case may be as omnibus accounts;

 

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

 

(c) Perform all services under Section 1 as Transfer Agent of the Trust and not as a record-keeper for the Plans.

 

3.         Fees and Expenses

 

3.1

Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, other than for those services set forth in the attached Call Center Services Addendum, the Trust agrees to pay the Transfer Agent the fees and charges as set forth in the attached Schedule 3.1 (“Fee Schedule”). Such other fees and charges identified under Section 3.2 below shall apply to the period specified on the Fee Schedule and may be amended from time to time by a later dated Fee Schedule executed by both the Trust and the Transfer Agent. Such fees, charges, expenses and advances may be paid on behalf of the Trust by

an administrator or affiliate of the Trust in accordance with Section 3.8. In the event that a fund is to become a party to this Agreement as the result of an acquisition or merger then the parties shall confer diligently and in good faith, and agree upon fees applicable to such fund. The fees for the services set forth in the attached Call Center Services Addendum shall be paid as agreed by the parties to the Call Center Services Addendum.

 

3.2

Other Fees and Charges. In addition to the fees paid under Section 3.1 above, the Trust agrees to pay the Transfer Agent for certain other fees and charges, including but not limited to AML/CIP annual fee, suspicious activity reporting for networked accounts, audio response, checkwriting, CIP-related database searches, commission fee application, data communications equipment, computer hardware, DST disaster recovery charge, print/mail products and services, escheatment, express mail and delivery services, FDIC deposit insurance account charges, federal wire charges, forms (including preparation of federal and state tax forms) and production, freight charges, household tape processing, lost shareholder searches, lost shareholder tracking, manual check pulls, microfiche, network products, new fund implementation, NSCC processing and communications, postage (to be paid in advance if so requested), offsite records storage, P.O. box rental, print/mail services, programming hours, regulatory compliance fee per CUSIP, reporting (on request and scheduled), returned checks, Short Term Trader, Shareholder mailings, special mailing, confirmation statements, supplies, tax reporting (federal), telecommunications equipment, telephone (telephone and fax lines), training, transcripts, travel, TIN certification (W-8 & W-9), year-end processing, technology support, administrative product support, commission distribution, on-request reports or advances incurred by the Transfer Agent for the items set out in Schedule 3.1 attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Trust, will be reimbursed by the Trust.

 

3.3

Increases. The fees and charges set forth on Schedule 3.1 shall increase or may be increased (i) in accordance with Section 3.6 below; or (ii) upon at least one hundred and eighty (180) days prior written notice, if changes in laws applicable to its transfer agency business or laws applicable to the Trust, which the Transfer Agent has agreed to abide by and implement increases the Transfer Agent’s ongoing costs to provide the affected service or function by five percent (5%) or more; or (iii) in connection with new or additional services, or new or additional functions, features or modes of operation of the TA2000 system. If the Transfer Agent notifies the Trust of an increase in fees or charges pursuant to subparagraph (ii) of this Section 3.3, the parties shall confer, diligently and in good faith and agree upon a new fee or charges to cover the amount necessary, but not more than such amount, to reimburse the Transfer Agent for the increased costs of operation or new fund features. If the Transfer Agent notifies the Trust of an increase in fees under subparagraph (iii) of this Section 3.3, the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

 

3.4

Postage. Postage for mailings by the Transfer Agent to all shareholder accounts shall be paid to the Transfer Agent by or on behalf of the Trust.

3.5

Invoices. The Trust agrees to pay to the Transfer Agent all fees, charges and expenses within thirty (30) days following the receipt of the invoice, except for any fees, charges or expenses that it has notified the Transfer Agent are subject to good faith dispute. In the event of such a dispute, the Trust may only withhold that portion of the fee or expense subject to the good faith dispute. The Trust shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each invoice if the Trust is disputing any amounts in good faith. If the Trust does not provide such notice of dispute within the required time, the invoice will be deemed accepted by the Trust.

 

3.6

Cost of Living Adjustment. After the first year of the Initial Term, except for the IRA Fees and the AWD Fees set forth on Schedule 3.1, the fees for the services for each succeeding year shall equal the fees that would be charged for the same services based on the then current fee increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) (not to exceed 5% in any year), or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics.

 

3.7

Late Payments. The Trust shall pay undisputed amounts on the Transfer Agent’s invoices (for fees, charges or expenses) within thirty (30) days of the date such invoice was received by the Trust. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Trust shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Transfer Agent) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.

 

3.8

Payments by Administrator or Affiliate. Any fees, expenses and advances due to the Transfer Agent under this Agreement may be paid to the Transfer Agent by the Trust or by the administrator for the Funds of the Trust (the “Administrator”) or an affiliate of the Trust; provided, however, that payments made by the Administrator or affiliate on behalf of the Trust shall be made in accordance with the terms of this Section 3 and the Trust shall remain liable for all such fees, expenses and advances until they are actually and fully paid.

 

4.         Representations and Warranties of the Transfer Agent

 

The Transfer Agent represents and warrants to the Trust that:

 

4.1

It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2

It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).

 

4.3

It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

 

4.4

It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the services contemplated in this Agreement.

 

4.5

All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

 

4.6

It has and will continue to have access to the necessary facilities, equipment, personnel, policies and procedures to effectively perform its duties and obligations under this Agreement and under the laws applicable to its business and services.

 

4.7

The execution, delivery and performance of this Agreement by the Transfer Agent (1) has been duly authorized by the Transfer Agent and (2) will not conflict with, result in a breach of or constitute a default under any other agreement to which the Transfer Agent is a party or by which the Transfer Agent is bound.

 

4.8

It will perform its obligations in compliance with the federal and state laws, rules and regulations applicable to its business and services and with such other rules or standards that may be requested by the Trust from time to time and agreed upon by the Transfer Agent.

 

4.9

It has appointed and will continue to appoint employees with suitable training and skills to perform the services in a diligent and professional manner. All such employees will have been subjected to third party background checks by the Transfer Agent as required by applicable federal law with respect to SEC registered transfer agent. It will not knowingly employ any person to participate directly or indirectly in the provision of any aspect of the services described in this Agreement who it is prohibited from hiring under applicable law. . The Trust, may from time to time, but no more frequently than once a year, request a certification from the Transfer Agent that the foregoing background checks are being conducted. Each employee shall be subject to, and shall have acknowledged in writing, his or her understanding and willingness to abide by (A) all of the Transfer Agent’s employee policies and procedures with respect to his or her required conduct while in the employ of the Transfer Agent, and (B) the Transfer Agent’s confidentiality policies and procedures.

 

5.         Representations and Warranties of the Trust

 

The Trust represents and warrants to the Transfer Agent that:

 

5.1

The Trust and each of the Funds is a statutory trust duly organized and existing and in good standing under the laws of the state of Delaware.

5.2

The Trust is empowered under applicable laws and by its Trust Instrument to enter into and perform this Agreement.

 

5.3

All corporate proceedings required by said Trust Instrument have been taken to authorize the Trust to enter into and perform this Agreement.

 

5.4

The execution, delivery and performance of this Agreement by the Trust (1) has been duly authorized by the Trust and (2) will not conflict with, result in a breach of or constitute a default under any other agreement to which the Trust is a party or by which the Trust is bound.

 

5.5

The Trust and each of the Funds is an open-end investment company registered under the 1940 Act.

 

5.6 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale.

 

6.          Data Access and Proprietary Information

 

6.1

The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Trust by the Transfer Agent as part of the Trust’s ability to access certain Fund -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Transfer Agent Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Transfer Agent Proprietary Information be deemed Customer Information (as defined in Section 9.4 below) or the confidential information of the Trust. The Trust agrees to treat all Transfer Agent Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Transfer Agent Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Trust agrees for itself and the Funds and their respective employees and agents to:

 

(a) Use such programs and databases (i) solely on the Trust’s computers, or (ii) solely from equipment at the location agreed to between the Trust and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;

 

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Trust’s computer(s)), the Transfer Agent Proprietary Information;

 

(c) Refrain from obtaining unauthorized access to any portion of the Transfer Agent Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

(d) Refrain from causing or allowing the Transfer Agent Proprietary information transmitted from the Transfer Agent’s computer to the Trust’s computer to be retransmitted to any other computer or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

 

(e) Allow the Trust’s employees or agents to have access only to those authorized transactions as agreed to between the Trust and the Transfer Agent from time to time; and

 

(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in the Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or state law.

 

6.2

The Transfer Agent Proprietary Information shall not include all or any portion of any of the foregoing items that are: (1) already known by the Trust without an obligation of confidentiality other than under this Agreement; (2) publicly known or becomes publicly known through no unauthorized act of the Trust; (3) independently developed by The Fund without use of the Transfer Agent’s confidential information; (4) disclosed without similar restrictions to an unaffiliated third party by the Transfer Agent; or (5) approved by the Transfer Agent for disclosure. In any dispute with respect to these exclusions, the burden of proof will be on the Trust to show that the exclusion applies.

 

6.3

The Trust acknowledges that its obligation to protect the Transfer Agent Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Transfer Agent Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Transfer Agent Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

 

6.4

If the Trust notifies the Transfer Agent that any of the Data Access Services (defined in Section 6.1) do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use its best efforts to correct such failure as promptly as possible and in accordance with any applicable service level requirements set forth in Schedule 1.2(d). Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.5

If the transactions available to the Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

 

6.6

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.

 

7.       Indemnification

 

7.1     The Transfer Agent shall not be responsible for, and the Trust shall defend, indemnify and hold harmless the Transfer Agent and its affiliates and the employees, officers, and directors of the Transfer Agent and its affiliates (each a “Transfer Agent Indemnified Party”) from and against, any and all costs and expenses of the Transfer Agent Indemnified Party (including without limitation reasonable attorneys’ fees) and all losses, damages, and liability arising out of or attributable to:

 

(a)

All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement as agent for the Trust, provided that such actions are taken by the Transfer Agent in good faith and without negligence or willful misconduct;

 

(b)

The lack of good faith, negligent act, omission, or willful misconduct of the Trust, its affiliates, employees, officers, trustees or agents in connection with this Agreement; the breach by the Trust of any Trust obligations or Trust warranties under this Agreement; or the violation of any applicable law, statute or regulation by the Trust that affects this Agreement;

 

(c)

The reasonable reliance upon, and any subsequent use of, or action taken or omitted in connection with this Agreement by the Transfer Agent, or its agents or subcontractors: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by hard copy, machine readable input, facsimile, data entry, electronic instructions, including email, or other similar means authorized by the Trust, and which have been prepared, maintained or provided by the Trust or any other person or firm on behalf of the Trust, including but not limited to any broker-dealer, TPA or previous transfer agent; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of the Trust’s legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent by the Trust after consultation with such legal counsel and which expressly provide that the Transfer Agent may

rely on such instruction or opinion; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons in accordance with the Procedures;

 

(d)

The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered, or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

 

(e)

The acceptance of facsimile or email transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs or the Trust, and the reasonable reliance by the Transfer Agent on the broker-dealer, TPA or the Trust ensuring that the original source documentation is in good order and properly retained;

 

(f)

The negotiation and processing of any checks, wires or ACH transmissions, with respect to the Trust, including without limitation for deposit into, or credit to, the Trust’s demand deposit account maintained by the Transfer Agent; or

 

(g)

Upon the Trust’s request, entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems.

 

7.2

The Transfer Agent shall defend, indemnify and hold harmless the Trust and its affiliates and the employees, officers, and directors of the Trust and its affiliates (each a “Wells Fargo Indemnified Party”) from and against, any and all costs and expenses of the Wells Fargo Indemnified Party (including without limitation reasonable attorneys’ fees) and all losses, damages, and liability arising out of or attributable to (a) any actions or failure of the Transfer Agent to act as a result of the Transfer Agent’s lack of good faith, negligence or willful misconduct in the performance of its services hereunder; or (b) a breach of the Transfer Agent’s representations or warranties under this Agreement.

 

7.3

In order that the indemnification provisions contained in this Section 7 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other party, the indemnified party shall promptly notify the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or in the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify the indemnified party except with the indemnifying party’s prior written consent.

 

7.4     As-Of Transactions. (a) The Transfer Agent shall monitor and provide a report on a daily and quarterly basis of the impact of as-of transactions on each of the Funds. Such reports shall reflect the responsible party (i.e. Fund, Transfer Agent, responsible intermediary or processing third party) for each as-of transaction and the accumulated impact of each party’s errors against the Materiality Threshold (defined below) independent of the other parties. For purposes of these calculations, the Transfer Agent shall not be deemed

responsible for as-of losses arising from an incorrect instruction from the Fund or processing third party or other third party not within the Transfer Agent’s reasonable control. For purposes of this Section, the “Materiality Threshold” shall mean (i) one half cent ($.005) per share before rounding (determined by dividing the amount of the gain or loss created by the adjustment by the number of shares currently outstanding for the Fund), or (ii) the product of one-half of one percent (1/2%) times the Fund’s Net Asset Value (NAV) per share, times the number of shares outstanding.

 

(b) With respect to any single day, if the net effect of as-of transactions that were not timely estimated or were not properly estimated is determined to impact the Fund’s NAV per share, the Fund will determine if such transactions, in its reasonable judgment after consultation with the Transfer Agent, are capable of being repriced and reprocessed as a means of resolving the NAV impact.

 

(c) With respect to any single day, if the cumulative net effect of as-of transactions for which the Transfer Agent is deemed to be the sole responsible party (i) is negative, (ii) is greater than a Materiality Threshold, (iii) was not timely estimated or was not properly estimated, and (iv) such transactions are not capable of being repriced and reprocessed, then the Transfer Agent shall contribute to the settlement of that loss. Subject to Subsection (f) below, the Transfer Agent shall promptly make a payment of that portion of the loss over the Materiality Threshold (calculated on the basis of the total value of all shares of the affected Fund). Any remaining unreimbursed as-of loss caused by the Transfer Agent shall be carried forward and netted against as of gains in the affected Fund until the end of the Quarter. Any amount paid by the Transfer Agent to settle a loss under this Section will be deducted from the amount of any cumulative losses calculated as described below.

 

(d) Each Quarter, the parties shall review the cumulative effect of unreimbursed net as-of losses. The parties shall review whether the unreimbursed as-of losses in a Fund by all responsible parties when netted against as-of gains in the affected Fund are greater than a Materiality Threshold. For purposes of this review, the as-of losses shall include those (i) solely caused by the Transfer Agent’s errors that have not been reimbursed under Subsection (c) above and (ii) all un-reimbursed as-of losses caused by responsible intermediaries or processing third parties, which are not subject to dispute or refusal to pay by such responsible intermediaries, processing third parties or the Transfer Agent. In the event that the cumulative net effect of such losses exceeds the Materiality Threshold, then the Transfer Agent shall, subject to Subsection (f) below, pay its portion of that loss. The responsible intermediaries and the processing third parties shall pay their respective portions of the loss.

 

(e) At the end of each quarter, the balance of gains and losses from as-of transactions shall be re-set to zero by the Fund.

 

(f) In no event, shall the Transfer Agent’s aggregate liability for as-of losses under all of the foregoing provisions, during any term of the Transfer Agency agreement, exceed the amount of twelve months of account service fees (less out of pocket expenses) actually received by the Transfer Agent under this Agreement; except where such as-of losses were directly the result of the gross negligence or willful misconduct of the Transfer Agent.

8.         Standard of Care; Limitation of Liability

 

The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of the Transfer Agent’s employees or agents. Notwithstanding the foregoing, the Transfer Agent’s aggregate liability during the Term of this Agreement with respect to, arising from or arising in connection with all claims under this Agreement for the Services provided by the Transfer Agent under this Agreement for all of the Trusts subject to this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, for all of the Trusts covered by this Agreement during the twenty-four (24) calendar months immediately preceding the first event for which recovery from the Transfer Agent is being sought. The foregoing limitation on liability shall not apply to any loss or damage resulting from any intentional malicious acts or intentional malicious omissions by the Transfer Agent’s employees. For purposes of this Section 8, “intentional malicious acts or intentional malicious omissions” shall mean those acts undertaken or omitted purposefully under the circumstances in which the person knows that such acts or omissions violate this Agreement and are likely to cause damage or harm to the Trust.

 

9.         Confidentiality

 

9.1    The Transfer Agent and the Trust agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any Confidential Information (as defined below) of the other party used or gained by the Transfer Agent or the Trust during performance under this Agreement. The Trust and the Transfer Agent further covenant and agree to retain all such Confidential Information in trust for the sole benefit of the Transfer Agent or the Trust and their successors and assigns. In the event of breach of the foregoing by either party, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure of the Confidential Information in breach of this Agreement, the party whose Confidential Information is disclosed shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such Confidential Information to its sub-contractor or Trust agent for purposes of providing services under this Agreement.

 

9.2  For purposes of this Agreement, Confidential Information shall mean: (a) with respect to Confidential Information of the Trust: (i) shareholder lists, cost figures and projections, profit figures and projections, all non-public information, including but not limited to trade secrets, proprietary information, and information about products, business methods and business plans) relating to the business of the Trust, or any other secret or confidential

information whatsoever of the Trust; and (ii) all information that the Trust is obligated by law to treat as confidential for the benefit of third parties, including but not limited to Customer Information (defined below); and (b) with respect to the Transfer Agent’s Confidential Information: all non-public information, including but not limited to trade secrets, proprietary information, and information about products, business methods and business plans, customer names and other information related to customers, fee schedules, price lists, pricing policies, financial information, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how,” organizational structure, user guides, marketing techniques and materials, marketing and development plans, and data processing software and systems relating to the Transfer Agent’s business, operations or systems (or to the business, systems or operations of the Transfer Agent’s affiliates or third parties).

 

9.3

The obligations of confidentiality and nondisclosure of each of the Transfer Agent and the Trust set forth in this Section 9 shall not apply to information which (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the receiving party or its employees, representatives or agents; or (ii) becomes available to the receiving party on a non-confidential basis from a third party which is entitled to disclose it; or (iii) was known to the receiving party on a non-confidential basis prior to its disclosure to the receiving party by the other party; or (iv) was independently developed by the receiving party. For avoidance of doubt, the obligations of confidentiality and nondisclosure of the Transfer Agent set forth in this Section 9 shall also not apply with respect to statistical, analytical or similar data obtained or developed by the Transfer Agent in the course of providing the services hereunder and the Transfer Agent may aggregate or consolidate such data, on a non-attributable and non-identifiable basis, with similar information gathered by the Transfer Agent in providing services to other parties.

 

9.4

For purposes of this Agreement, “Customer Confidential Information” means all the customer identifying data however collected or received, including without limitation, through “cookies” or non-electronic means pertaining to or identifiable to a Fund’s Shareholders, prospective shareholders and plan administrators (collectively, “Fund Customers”), including without limitation, (i) name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other identification data; (ii) any information that reflects the use of or interactions with a Fund service, including the Trust’s web site; or (iii) any data otherwise submitted in the process of registering for a Fund service. For the avoidance of doubt, Customer Confidential Information shall include all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) (“GLB Act”) and all “personal information” as defined in the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq., (“Mass Privacy Act”). This Agreement shall not be construed as granting the Transfer Agent any ownership rights in the Customer Information.

9.5

The Transfer Agent will use the Confidential Information, including Customer Confidential Information, only in compliance with (i) the provisions of this Agreement, (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time and (iii) federal and state privacy laws, including the GLB Act and the Mass Privacy Act, as such is applicable to its transfer agency business.

 

9.6

In the event that the Transfer Agent is required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce records of the Trust, the Transfer Agent will use reasonable efforts to provide the Trust with a reasonable amount of notice (except where prohibited by law) and will use reasonable efforts to secure instructions from an authorized officer of the Trust as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Trust’s records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the records to such person. In the foregoing circumstances, the Transfer Agent will provide, whenever reasonably possible, the reasonable notice called for in this Section.

 

9.7

The Trust acknowledges that the Transfer Agent or DST intends to develop and offer analytics-based products and services for its clients. In providing such products and services, the Transfer Agent or DST will be using consolidated data across all clients, including data of the Trust, and make such consolidated data available to clients of the analytics products and services. The Trust hereby consents to the use by DST or the Transfer Agent of Confidential Information (including shareholder information that is not Customer Information) in the offering of such products and services, and to disclose the results of such analytics services to its clients and other third parties, provided the Trust information will be aggregated, anonymized and sometimes enriched with external data sources. The Transfer Agent and DST will not disclose Customer Information, or information specific to or identifying the Trust.

 

10.       Covenants of the Trust and the Transfer Agent

 

10.1

Records. The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form, manner and for such periods, as it may deem advisable and as may be required by (i) the laws and regulations applicable to its business as a Transfer Agent, including, but not limited to, those set forth in 17 CFR 240.17Ad-6 and 17 CFR 240.17Ad-7, and those set forth in IRS regulations with respect to any services as information reporting and withholding agent for the Trusts, in each case as such regulations may be amended from time to time; and (ii) its record retention policies. The Transfer Agent shall also maintain customary records in connection with its agency for the Trust; particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940. Records maintained by the Transfer Agent on behalf of the Trusts shall be made available for reasonable examinations by the SEC upon reasonable request and shall be maintained by the Transfer Agent for such period as required by applicable law or until such earlier time as the Transfer Agent has delivered such records into the Trust’s possession or destroyed them at the Trust’s request.

10.2

Compliance Program. The Transfer Agent maintains and will continue to maintain a comprehensive compliance program reasonably designed to prevent violations of the federal securities laws pursuant to Rule 38a-1 under the 1940 Act. Pursuant to its compliance program, the Transfer Agent will provide periodic measurement reports to the Trust. Upon request of the Trust, the Transfer Agent will provide to the Trust in connection with any periodic annual or semi-annual shareholder report filed by the Trust or, in the absence of the filing of such reports, on a quarterly basis, a sub-certification pursuant to the Sarbanes-Oxley Act of 2002 with respect to the Transfer Agent’s performance of the services set forth in this Agreement and its internal controls related thereto. In addition, on a quarterly basis, the Transfer Agent will provide to the Trust a certification in connection with Rule 38a-1 under the 1940 Act. The Transfer Agent reserves the right to amend and update its compliance program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments.

 

10.3

SOC 1 Reports. The Transfer Agent will furnish to the Trust, on a semi-annual basis, a SOC 1 (Type 2) Report in accordance with the Auditing Standard Board, Attestation Standards -AT Section 801, as well as such other reports and information relating to the Transfer Agent’s policies and procedures, as the parties may mutually agree upon.

 

10.4

Information Security. The Transfer Agent has implemented and maintains at each service location physical and information security and data protection safeguards against the destruction, loss, theft, unauthorized access, unauthorized use, or alteration of the Trust’s Confidential Information, including Customer Information, in the possession of the Transfer Agent that will be no less rigorous than those in place at the effective date of this Agreement as described in Schedule 10.4, and from time to time enhanced in accordance with changes in regulatory requirements. The Transfer Agent will, at a minimum, update its policies to remain compliant with applicable regulatory requirements, including those under the GLB Act and the Mass Privacy Act. The Transfer Agent will meet with the Trust, at its request, on an annual basis to discuss information security safeguards. Such meetings shall be in addition to those set forth in Section 1.5. If the Transfer Agent or its agents discover or are notified that someone has violated security relating to the Trust’s Confidential Information, including Customer Information, the Transfer Agent will promptly (a) notify the Trust of such incident, (b) if applicable and reasonably possible, take prompt action to stop the violation from continuing, and (c) if the applicable Confidential Information was in the possession or under the control of the Transfer Agent or its agents at the time of such incident, the Transfer Agent will promptly investigate and advise the Trust as to the steps being taken to address the incident.

 

10.5

Business Continuity. The Transfer Agent will maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of the Trust. The Transfer Agent will test the adequacy of its business continuity plan at least annually and upon request, the Trust may participate in such test. Upon request by the Trust, the Transfer Agent will provide the Trust with a letter assessing the most

recent business continuity test results. In the event of a business disruption that materially impacts the Transfer Agent’s provision of services under this Agreement, the Transfer Agent will promptly notify the Trust of the disruption and the steps being implemented under the business continuity plan.

 

11.       Termination of Agreement

 

11.1

Term. The initial term of this Agreement (the “Initial Term”) shall be four (4) years from the date first stated above (the “Initial Term”). This Agreement shall automatically extend for additional, successive one (1) year terms (each a “Renewal Term”) unless terminated as of the end of the Initial Term or a Renewal Term by the Trust on not less than six (6) months written notice to the Transfer Agent. In the event a Trust wishes to terminate this Agreement as to the Trust prior to the expiration of the Initial Term or a Renewal Term, the Trust shall give the Transfer Agent at least six (6) months prior written notice and shall be subject to the terms of this Section, including the payments applicable under Section 11.3. One hundred twenty (120) days before the expiration of the Initial Term or a Renewal Term, the Transfer Agent and the Trust will agree upon a Fee Schedule for such Renewal Term. In the event the parties fail to agree upon a new Fee Schedule as of such date, the Fee Schedule set forth as Schedule 3.1 hereto shall remain in effect subject to increase under Section 3.6. Notwithstanding the termination or non-renewal of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of Deconversion (defined below). Moreover, the termination of this Agreement will not discharge or excuse completion or performance of any liability or services obligation herein undertaken or occurring prior to the effective date of the termination and shall not act to limit any right or remedies that may be available to the parties hereunder.

 

11.2

Deconversion. In the event that this Agreement is terminated or not renewed for any reason by the Trust, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent, at the Trust’s request, shall offer reasonable assistance to the Trust in converting the Trust’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Trust (the “Deconversion”). Such Deconversion is subject to the recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time and to a reasonable time frame for performance as agreed to by the parties. As used herein “reasonable assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, including the Transfer Agent Proprietary Information as defined in Section 6.1, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.

11.3  Termination or Non-Renewal.

 

(a) Outstanding Fees and Charges. In the event of termination or non-renewal of this Agreement, the Trust will promptly pay the Transfer Agent all fees and charges for the services provided under this Agreement (i) which have been accrued and remain unpaid as of the date of such notice of termination or non-renewal and (ii) which thereafter accrue for the period through and including the date of the Trust’s Deconversion.

 

(b) Deconversion Costs. In the event of termination or non-renewal of this Agreement, the Trust shall pay the Transfer Agent for the Deconversion costs as noted in Section 11.2.

 

(c) Early Termination for Convenience. In addition to the foregoing, in the event that the Trust terminates this Agreement prior to the end of the Initial Term or the Renewal Term other than due to the Transfer Agent’s bankruptcy under Section 11.6 or for cause under Section 11.7 or pursuant to Section 15.3, the Trust shall pay the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the lesser of (x) twelve (12) months, or (y) the number of months remaining in the Initial or Renewal Term and calculated as set forth on the then current Fee Schedule, on the date notice of termination was given to the Transfer Agent.

 

(d) Post-Deconversion Support Fees. In the event of termination or non-renewal of this Agreement, the Trust shall pay the Transfer Agent all reasonable fees and expenses for providing any support services that the Trust requests the Transfer Agent to provide post Deconversion, including but not limited to tax reporting and open issue resolution.

 

The amounts set forth in paragraphs (a), (b) and (c) above, shall become due and payable and shall be paid by the Trust on the business day immediately prior to the Deconversion. The amounts set forth in (d) shall be invoiced as incurred and paid promptly by the Trust upon receipt of such invoices.

 

11.4

Confidential Information. Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

 

11.5

Unpaid Invoices. The Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Trust to the Transfer Agent being outstanding for more than ninety (90) days after receipt by the Trust, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.5 of this Agreement; provided, however, the Transfer Agent shall provide thirty (30) days written notice hereunder before termination under this Section 11.5.

 

11.6

Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty (30) days.

11.7

Cause. If one of the parties hereto shall be materially in default in the performance of any of its duties and obligations under this Agreement (the “Defaulting Party”), the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party in sufficient detail to permit the Defaulting Party to identify and cure such default. and if such default or breach shall not have been remedied within sixty (60) days after such written notice is given, or, if not capable of remedy within sixty (60) days, a good faith effort is not promptly commenced and thereafter diligently pursued in an appropriate manner, then the Non-Defaulting Party may terminate the Agreement by giving, within ninety (90) days of the date on which such right of termination first commenced, five (5) days written notice of such termination to the Defaulting Party.

 

11.8

In the event that the Trust terminates this Agreement prior to the end of the Initial Term or the Renewal Term, other than by reason of the Transfer Agent’s bankruptcy under Section 11.6 or for cause under Section 11.7, then effective as of the first day of any month in which the Transfer Agent receives notice of such termination, all discounts of fees and charges or fee concessions provided under this Agreement and any related agreements shall cease and shall be recoverable retroactively to the date such discount or fee concession was first granted and the Trust shall return the amount of any such discounts and fee concessions and thereafter pay full, undiscounted fees and charges for the services. The foregoing shall only apply to discounts of fees and charges or fee concessions that have been set forth in a writing signed by the parties.

 

11.9

The parties agree that the effective date of any Deconversion as a result of termination shall not occur during the period from December 15th through March 1st of any year to avoid adversely impacting a year-end. The foregoing shall not apply to a termination of this Agreement by the Trust due to the Transfer Agent’s bankruptcy under Section 11.6 or for cause under Section 11.7.

 

11.10 Within thirty (30) days after completion of a Deconversion, the Trusts will give notice to the Transfer Agent containing reasonable instructions regarding the disposition of tapes, data files, records, original source documentation or other property belonging to the Trust and then in the Transfer Agent’s possession and shall make payment for the Transfer Agent’s reasonable costs to comply with such notice. If the Trust fails to give that notice within thirty (30) days after termination of this Agreement, then the Transfer Agent may dispose of such property as it sees fit. The reasonable costs of any such disposition or of the continued storage of such tapes, data files, records, original source documentation or other properties shall be billed to, and within thirty (30) days of receipt of such invoice paid by, the Trust. Failure to pay such sums when due shall incur a late charge in accordance with Section 3.7 of this Agreement. The Transfer Agent may keep one copy of certain Trust related records to the extent, and for such period, as may be legally required in order to comply with regulatory requirements applicable to the Transfer Agent, as discussed under Section 11.10.

12.       Assignment and Third Party Beneficiaries

 

12.1 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written consent of the other party. Any attempt to do so in violation of this Section shall be void. .

 

12.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Trust and the Transfer Agent, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Trust and the Transfer Agent.

 

12.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Trust. Neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

 

13.

Subcontractors

 

13.1

(a) Except as otherwise provided herein, the Transfer Agent may, without further consent on the part of the Trusts, subcontract for the performance hereof with (i) any wholly owned subsidiary that is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Exchange Act, or (ii) a Transfer Agent affiliate duly registered as a transfer agent; provided, however, that the Transfer Agent shall be fully responsible to the Trust for the acts and omissions of its subsidiary or affiliate as it is for its own acts and omissions.

 

(b) Except as otherwise provided herein, the Transfer Agent may provide the services hereunder from within or outside of United States. The parties agree that if the Transfer Agent wishes to provide any telephone or transaction processing services from outside of the United States, the Transfer Agent shall notify the Fund and obtain the Fund’s prior written consent. The parties further agree that the prior consent of the Fund shall not be required for the Transfer Agent to use offshore resources in connection with development, programming, and technical support for the provision of the services under this Agreement.

 

(c). Except as provided in paragraph (d) below, if the Transfer Agent engages a third party to provide services under this Agreement which requires such third party to have only encrypted access to the Funds’ Confidential Information, the Transfer Agent shall provide, (i) notice (but does not need to be prior notice and does not require the Funds’ consent) of such engagement, provided, however, such notice may be accomplished if, as part of a regularly scheduled management meeting with the Transfer Agent and the Funds, the Transfer Agent provides to the Funds a list summarizing such third parties that may be used by the Transfer Agent and the services that may be provided, and (ii) provide the Funds an opportunity to review the Transfer Agent’s policies and procedures which govern the Transfer Agent’s management of its relationship with those parties including, if applicable, reasonable documents showing the Transfer Agent’s diligence of such third parties.

(d) If the Transfer Agent engages a third party to provide services under the Agreement which requires such third party to have unencrypted access to Customer Information, the Transfer Agent shall provide, (i) prior notice and receive the Funds’ prior consent of such engagement, provided, however, such notice and consent may be accomplished if, as part of a regularly scheduled management meeting with the Transfer Agent and the Funds, the Transfer Agent provides to the Funds a list summarizing such third parties used by the Transfer Agent, specifically noting that such third parties are permitted to have unencrypted access to Customer Information, and the Funds provide prior written consent to such use, and (ii) provide the Funds an opportunity to review the environment of such third party and the Transfer Agent’s policies and procedures which govern the Transfer Agent’s management of its relationship with those parties including, if applicable, reasonable documents showing the Transfer Agent’s diligence of such third parties.

 

(e) The above requirements do not apply to the Transfer Agent’s use of third parties (including third party software as a service platforms or tools that may be hosted outside of the Transfer Agent, and cloud services or email services such as Microsoft 360 or similar tools) who will not have unencrypted access to Customer Confidential Information.

 

13.2

Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided that, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

 

14.

Changes and Modifications

 

14.1

During the term of this Agreement the Transfer Agent will use on behalf of the Trust, without additional cost, all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust, unless substantially all clients of the Transfer Agent are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. In such instance, the Trust agrees to pay the Transfer Agent promptly for modifications and improvements which are charged for separately at a reasonable rate provided for in the Transfer Agent’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

 

14.2

The Transfer Agent shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such

alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000 System or the Transfer Agent’s facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and unless the Transfer Agent provides the Trust with revised operating procedures and controls.

 

14.3

All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST.

 

15.

Miscellaneous

 

15.1

Amendment. Except as otherwise herein provided, this Agreement, including the Schedules, may be amended or modified only by a written agreement executed by both parties.

 

15.2

Massachusetts Law to Apply. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts (without regard to any principles of conflicts of law thereof) shall govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement. The parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts located in Boston, Massachusetts in connection with any matters arising out of this Agreement and to waive any objection to the propriety or convenience of venue in such courts.

 

15.3

Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, acts of war or terrorism, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Notwithstanding the foregoing, in the event such force majeure continues for more than a ninety (90) day period, either party shall have the right to terminate this Agreement upon written notice to the other party.

 

15.4

Consequential Damages. Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

 

15.5

Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

 

15.6

Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.7

Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

 

15.8

Waiver. The terms and conditions hereof may be waived only by a written instrument signed by the party waiving compliance. The failure of the Transfer Agent or the Trust to insist on strict compliance with this Agreement, or to exercise any right or remedy under this Agreement, shall neither constitute a waiver of any rights provided under this Agreement, estop either of them from thereafter demanding full and complete compliance nor prevent either of them from exercising such a right or remedy in the future.

 

15.9

DDAs. Unless otherwise amended by mutual agreement of the parties in writing subsequent to the date hereof, the parties shall continue in effect their agreement that any balance earnings on the demand deposit accounts (“DDAs”) maintained by the Transfer Agent for the Trust in connection with the services shall be divided equally between the parties after certain processing fees and compensation claims have been deducted and the portion of the earnings owed to the Trust shall be credited against out of pocket expenses under this Agreement.

 

15.10

Entire Agreement. This Agreement, including the attached Schedules, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and thereof and incorporates, merges and supersedes any and all prior understandings and communications, whether written or oral, with respect to such subject matter.

15.11

Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, including facsimile copies thereof, or electronic scan copies thereof delivered by electronic mail, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement will become effective when each party has received a counterpart hereof signed by the other party.

 

15.12.

Reproduction of Documents. This Agreement and any and all schedules, addenda, annexes, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

 

15.13

Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a)

If to the Transfer Agent, to:

DST Asset Manager Solutions, Inc.

2000 Crown Colony Drive

Quincy, Massachusetts 02169-0953

Attention: Legal Department

Facsimile: 617-483-7091

 

(b)       If to the Trust, to

525 Market Street – 12^th Floor

San Francisco, California 94105

Attention: Greg DePaola

Fax Number: (855) 884-8940

 

15.14

Remedies Upon Default. In the event of breach of this Agreement by either party, the non-breaching party will be entitled to exercise any and all rights and remedies as will be available to it at law or in equity. The non-breaching party may exercise remedies concurrently or separately, and the exercise of one remedy will not be deemed either an election of such remedy or a preclusion of the right to exercise any other remedy.

 

15.15

Headings. Headings and subheadings of provisions of this Agreement and the table of contents are solely for the convenience of reference and are not a part of this Agreement and shall not affect the meaning, construction, operation or effect hereof.

 

15.16

No Partnership; Independent Contractor. Nothing contained in this Agreement shall be deemed or construed to create the relationship of a joint venture or partnership between the Trust and the Transfer Agent. Neither party shall have the authority to bind the other party without the other party’s written consent. The Transfer Agent is an independent contractor and shall be free, subject to the terms and conditions of this Agreement, to exercise judgment and discretion with regard to the conduct of its business.

 

16.

Additional Funds

 

16.1

In the event that the Trust establishes a new Fund, in addition to those listed on the attached Schedule A, with respect to which it is desired to have the Transfer Agent render services as transfer agent under the terms hereof, the Trust shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such Fund shall become a Fund hereunder.

 

16.2

Conditions re: Additional Funds/Portfolios. In the event that the Transfer Agent is to become the transfer agent for new funds or portfolios, the Transfer Agent shall add them to the TA2000 System upon at least sixty (60) days’ prior written notice to the Transfer Agent provided that the requirements of such funds or portfolios are generally consistent with services then being provided by the Transfer Agent under this Agreement, in which case the fees and expenses for such additional funds or portfolios shall be determined in accordance with Section 3.1.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

 

			Each of the Trusts on Schedule A
			By:
			A duly authorized officer of each such Entity

 

			DST ASSET MANAGER SOLUTIONS, INC.
			By:
			Name:
			Title:

SCHEDULE A

Dated: June 30, 2021

 

Fund                                                        Type of Entity                                         Jurisdiction

Wells Fargo Funds Trust                         Trust                                                      Delaware

100% Treasury Money Market Fund

Absolute Return Fund

Adjustable Rate Government Fund

Alternative Risk Premia Fund

Asset Allocation Fund

C&B Large Cap Value Fund

C&B Mid Cap Value Fund

California Limited-Term Tax-Free Fund

California Tax-Free Fund

Classic Value Fund

Common Stock Fund

Conservative Income Fund

Core Bond Fund

Core Plus Bond Fund

Disciplined Small Cap Fund

Disciplined U.S. Core Fund

Discovery Fund

Diversified Capital Builder Fund

Diversified Equity Fund

Diversified Income Builder Fund

Dynamic Target Today Fund

Dynamic Target 2015 Fund

Dynamic Target 2020 Fund

Dynamic Target 2025 Fund

Dynamic Target 2030 Fund

Dynamic Target 2035 Fund

Dynamic Target 2040 Fund

Dynamic Target 2045 Fund

Dynamic Target 2050 Fund

Dynamic Target 2055 Fund

Dynamic Target 2060 Fund

Emerging Growth Fund

Emerging Markets Equity Fund

Emerging Markets Equity Income Fund

Endeavor Select Fund

Enterprise Fund

Fundamental Small Cap Growth Fund

Global Investment Grade Credit Fund

Global Small Cap Fund

Government Money Market Fund

Government Securities Fund

Growth Fund

Growth Balanced Fund

Heritage Money Market Fund

SCHEDULE A (continued)

Dated: June 30, 2021

 

Fund                                                        Type of Entity                                         Jurisdiction

Wells Fargo Funds Trust (continued)

High Yield Bond Fund

High Yield Municipal Bond Fund

Income Plus Fund

Index Asset Allocation Fund

Index Fund

Intermediate Tax/AMT-Free Fund

International Bond Fund

International Equity Fund

Large Cap Core Fund

Large Cap Growth Fund

Large Company Value Fund

Low Volatility U.S. Equity Fund

Managed Account CoreBuilder Shares - Series CP

Managed Account CoreBuilder Shares - Series M

Managed Account CoreBuilder Shares - Series SM

Minnesota Tax-Free Fund

Moderate Balanced Fund

Money Market Fund

Municipal Bond Fund

Municipal Cash Management Money Market Fund

Municipal Sustainability Fund

National Tax-Free Money Market Fund

Omega Growth Fund

Opportunity Fund

Pennsylvania Tax-Free Fund

Precious Metals Fund

Premier Large Company Growth Fund

Real Return Fund

Short Duration Government Bond Fund

Short-Term Bond Plus Fund

Short-Term High Yield Bond Fund

Short-Term Municipal Bond Fund

Small Cap Fund

Small Company Growth Fund

Small Company Value Fund

Special International Small Cap Fund

Special Mid Cap Value Fund

Special Small Cap Value Fund

Specialized Technology Fund

Spectrum Aggressive Growth Fund

Spectrum Conservative Growth Fund

Spectrum Growth Fund

Spectrum Income Allocation Fund

Spectrum Moderate Growth Fund

Strategic Municipal Bond Fund

SCHEDULE A (continued)

Dated: June 30, 2021

 

Fund                                                        Type of Entity                                         Jurisdiction

Wells Fargo Funds Trust (continued)

Target Today Fund

Target 2010 Fund

Target 2015 Fund

Target 2020 Fund

Target 2025 Fund

Target 2030 Fund

Target 2035 Fund

Target 2040 Fund

Target 2045 Fund

Target 2050 Fund

Target 2055 Fund

Target 2060 Fund

Treasury Plus Money Market Fund

Ultra Short-Term Income Fund

Ultra Short-Term Municipal Income Fund

Utility and Telecommunications Fund

Wisconsin Tax-Free Fund

 

Wells Fargo Variable Trust                         Trust                                                      Delaware

VT Discovery Fund

VT Index Asset Allocation Fund

VT International Equity Fund

VT Omega Growth Fund

VT Opportunity Fund

VT Small Cap Growth Fund

SCHEDULE 1.3(e)

AML Delegation

 

1.

Delegation. In connection with the Bank Secrecy Act (“BSA”), the enactment of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”), the laws, rules, regulations and government guidance promulgated thereunder, including the customer identification program (“CIP”), reporting, recordkeeping and other requirements of the USA PATRIOT Act, and the programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and Financial Crimes Enforcement Network (“FinCEN”), (collectively referred to herein as “AML Laws”), the Fund has developed and implemented a written anti-money laundering program (the “AML Program”), which is designed to satisfy applicable anti-money laundering (“AML”) requirements. Under the USA PATRIOT Act, a mutual fund can elect to delegate certain duties with respect to the implementation and operation of its AML program to a service provider, including its transfer agent. The Fund is desirous of having the Transfer Agent perform certain delegated duties pursuant to the AML Program and the Transfer Agent desires to accept such delegation.

 

2.

Limitation on Delegation. The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only those services that have been expressly delegated hereby as the same may from time to time be amended, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the AML Laws or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the delegated duties with respect to the ownership of, and transactions in, Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information.

 

3.

Transfer Agent Representations. The Transfer Agent represents and warrants that it has in place and will maintain and implement at all times during the term of this Agreement suitable and adequate policies and procedures, including supervisory procedures, to ensure compliance with applicable AML Laws. Additionally, the Transfer Agent acknowledges that it is responsible for supervision of the duties delegated hereunder and represents and warrants that it has been and will continue to supervise such duties. Further, the Transfer Agent acknowledges and agrees that neither the Fund, the Fund’s AML Compliance Officer (“AMLCO”), the Fund’s affiliates, nor their officers, employees, representatives and/or agents are responsible for the Transfer Agent’s action or inactions under this AML Delegation.

 

4.

Consent to Examination and Certification. The Transfer Agent understands and acknowledges that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by (i) representatives of regulatory agencies and/or (ii) representatives of the Fund, including its AMLCO and any Fund auditors (collectively referred to herein as “Fund Agents”) in order that the Fund, Fund Agents and/or regulators may evaluate compliance with this AML Delegation and applicable AML Laws. The Transfer Agent hereby consents to such

examination and/or inspection and agrees to cooperate with the Fund, Fund Agents and regulators in connection with their review. The Fund understands and agrees that all auditors will be required by the Transfer Agent to execute a confidentiality agreement prior to being given access to such records, data and operating processes. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice, all required records and information for review by such examiners. If requested, the Transfer Agent agrees to provide the Trust with an annual certification declaring, amongst other things that may be requested, (i) that it has implemented and is performing an AML program in accordance with AML Laws; (ii) it is monitoring and reporting any activity or information as required by AML Laws; (iii) it is supervising the duties delegated hereunder; (iv) its employees that are performing the delegated duties hereunder have completed AML training as required by AML Laws; and (v) it was not subject to an enforcement action related to its AML program within the last calendar year.

 

5.

Information Sharing and Confidentiality. Any information shared by the Fund or Fund Agents to the Transfer Agent in relation to this AML Delegation or filed on behalf of the Fund by the Transfer Agent shall be considered Fund Confidential Information and shall be maintained as confidential by the Transfer Agent as provided in Section 9 of the Agreement.

 

6.

Delegated Duties. With respect to the Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information and in accordance with AML Laws, the Transfer Agent will perform the procedures set forth in its AML procedures (“DST AML Procedures”), which have been made available to the Fund by the Transfer Agent and which may be amended from time to time upon written notice to the Fund, which include, but are not limited to, the following:

 

A.

Customer Identification Program. The Transfer Agent will maintain a CIP in accordance with AML Laws and all implementing rules and regulations and, under such CIP, will perform CIP and provide the following services to the Fund: (i) take reasonable steps to verify the identity of any individuals seeking to become new customers of the Fund and notify the Fund in the event such person cannot be verified, (ii) except with respect to any entities excluded under applicable regulation: take reasonable steps to verify the identity of legal entities seeking to become new customers of the Fund, including verifying the identity of the natural person(s) retaining ownership or controlling interest in such legal entity (the “Beneficial Owner(s)”), as such ownership and controlling interests are defined under applicable regulation and notify the Fund in the event that the identity of such Beneficial Owner(s) is not provided upon request to such entity or cannot be verified, (iii) maintain records of the information used by the Transfer Agent to verify the customer’s identity; and (iv) determine whether a customer appears on any applicable list of known or suspected terrorists or terrorist organizations issued by any government agency.

 

B.

Unusual/Patterned and Suspicious Activity Monitoring and Reporting. The Transfer Agent on behalf of the Fund will maintain reasonably designed written policies and procedures, and perform daily review and analysis of Shareholder information in

accordance with AML Laws in an effort to detect activities indicative of money laundering. The Transfer Agent will promptly notify the Fund of any unusual, patterned or suspicious activity and will report all such activity as required by AML Laws.

 

C.

Known Offender Monitoring. The Transfer Agent on behalf of the Fund will compare daily all new customers, changes to customer registrations, special payee information, and SSN/TIN maintenance to the Transfer Agent’s “Known Offender Database.” A “Known Offender” is defined therein as someone who has attempted to/or has previously committed fraud in a mutual fund account held on the Transfer Agent’s record keeping system. The Transfer Agent will promptly notify the Fund of any known offender matches.

 

D.

Office of Foreign Assets Control. The Transfer Agent on behalf of the Fund will maintain written policies and procedures to comply with OFAC requirements. On a daily basis, the Transfer Agent will submit all account registrations through the OFAC database as required by applicable regulatory authorities. The Transfer Agent will respond to any OFAC requests and prepare any reports to OFAC as required by AML Laws.

 

E.

Politically Exposed Persons (“PEPS”). The Transfer Agent on behalf of the Fund will maintain risk-based written policies and procedures to reasonably ascertain the status of an individual as a PEP. On a daily basis, the Transfer Agent will submit all new customer account registrations and registration changes against the PEPS database and conduct a risk-based review of accounts held by a PEP. The Transfer Agent will promptly notify the Fund of potential high-dollar or high-risk direct matches to the PEPS database to determine if additional action is required.

 

F.

USA PATRIOT Act Section 311 – Special Measures. The Transfer Agent on behalf of the Fund will maintain written policies and procedures to review potential “Special Measures” matches within the Transfer Agent’s shareholder database. At the Fund’s request, the Transfer Agent will conduct due diligence to determine if the Fund is involved with any foreign jurisdiction, institution, class of transactions and a type of account designated, from time to time, by the U.S. Department of Justice in order to identify and take certain “special measures” against such entities as required under Section 311 of the USA PATRIOT Act (31 C.F.R. 103.193). The Transfer Agent will promptly notify the Fund of any exact match to determine if additional action is required.

 

G.

USA PATRIOT Act Section 312 – Special Due Diligence for Correspondent and Private Banking Accounts. The Transfer Agent on behalf of the Fund will maintain policies, procedures, and controls reasonably designed to detect and report known or suspected money laundering or suspicious activity through correspondent accounts and private banking accounts that U.S. financial institutions establish or maintain for non U.S. persons, and will promptly notify the Fund of any such activity and will report all such activity as required by AML Laws.

H.

USA PATRIOT Act 314(a) – Information Sharing. The Transfer Agent on behalf of the Fund will maintain policies and procedures to compare Shareholder account information to any FinCEN requests provided to the Transfer Agent by the Fund. The Transfer Agent will then provide the Fund in a timely manner with the documentation or information necessary to respond to the FinCEN request.

 

I.

Currency Transaction Report (“CTR”). The Transfer Agent and the Fund do not accept currency or coin and, therefore, will not file any CTRs. The Transfer Agent will maintain policies and procedures outlining the non-acceptance of currency and coins.

 

J.

BSA Travel Rule. The Transfer Agent on behalf of the Fund will maintain policies and procedures for the creation and retention of records for transmittals of funds, and the requirement to transmit information on these transactions to other financial institutions in the payment chain, including with respect to the transmittals of funds in amounts equal to or in excess of $3,000, and transmit such information on the transactions to the receiving financial institutions.

 

K.

Suspicious Activity Report Filing (“SAR”). The Transfer Agent on behalf of the Fund will maintain policies and procedures to prepare and file any SARs and to file SARs electronically with FinCEN following the detection of unusual or suspicious activity. The Transfer Agent will provide a copy of all SARs to the Fund within five (5) business days of filing with FinCEN, and promptly notify the Fund if any further communication is received from FinCEN or other law enforcement agencies regarding the SAR.

SCHEDULE 1.3(g)

OMNIBUS TRANSPARENCY SERVICES

 

A.

The Funds shall provide the following information to the Transfer Agent:

 

1.

The name and contact information for the Financial Intermediary, with which the Funds have a “shareholder information agreement” (under which the Financial Intermediary agrees to provide, at the Fund’s request, identity and transaction information about shareholders who hold their shares through an account with the Financial Intermediary (an “accountlet”)), that is to receive an information request;

2.

The Funds to be included, along with each Fund’s frequency trading policy, under surveillance for the Financial Intermediary;

3.

The frequency of supplemental data requests from the Transfer Agent;

4.

The duration of supplemental data requests (e.g. 60 days, 90 days); and

5.

The expected turnaround time for a response from the Financial Intermediary to an information request (including requests for supplemental data)

 

B.

Upon receipt of the foregoing information, the Funds hereby authorize and instruct the Transfer Agent to perform the following Services:

 

1.   Financial Intermediary Surveillance Schedules.

(a)       Create a system profile and infrastructure based upon parameters set by the Fund to establish and maintain Financial Intermediary surveillance schedules and communication protocol/links.

(b)       Initiate information requests to the Financial Intermediaries.

 

2.   Data Management Monitoring

(a)       Monitor status of information requests until all supplemental data is received.

(b)       If a Financial Intermediary does not respond to a second request from the Transfer Agent, the Transfer Agent shall notify the Fund for the Fund to follow-up with the Financial Intermediary.

 

3.   Customized Reporting for Market Timing Analysis

(a)       Run information received from the Financial Intermediaries through TA2000 System functionalities.

(b)       Generate exception reports using parameters provided by the Funds.

 

4.   Daily Exception Analysis of Market Timing Policies for Supplemental Data Provided

(a)       Review daily short-term trader exceptions, daily excessive trader exceptions, and daily supplemental data reconciliation exceptions.

(b)       Analyze Financial Intermediary supplemental data (items), which are identified as “Potential Violations” based on parameters established by the Funds.

(c)       Confirm exception trades and if necessary, request additional information regarding Potential Violations.

5.

Communication and Resolution of Market Timing Exceptions

(a)       Communicate results of analysis to the Funds or upon request of the Funds directly to the Financial Intermediary.

(b)       Unless otherwise requested by the Funds and as applicable, instruct the Financial Intermediary to (i) restrict trading on the accountlet, (ii) cancel a trade, or (iii) prohibit future purchases or exchanges.

(c)       Update AWD Work Object with comments detailing resolution.

(d)       Keep a detailed record of all data exceptions and inquires with regards to potential violations.

 

6.   Management Reporting

(a)       Provide periodic reports, in accordance with agreed upon frequency and content parameters, to the Funds. As reasonably requested by the Funds, the Transfer Agent shall furnish ad hoc reports to the Funds.

 

7.   Support Due Diligence Programs

(a)       Update system watch list with pertinent information on trade violators.

(b)       Maintain a detailed audit trail of all accounts that are blocked and reason for doing so.

 

8.

Provide access to DST Powerselect tables, inclusive of table/field definitions, for Fund to utilize for additional sub-account queries.

 

9.

Facilitate the tracking of intermediary analytic trips that have been deemed “low risk” by the Fund, for the Fund to leverage in the Fund’s semiannual audit process. The Transfer Agent will work with the Fund to define the appropriate accounts for each semi-annual audit and initiate information requests to the Financial Intermediaries and monitor status of information requests until all supplemental data is received.

SCHEDULE 1.3(h)

 

UPA SERVICES

 

The UPA Services are provided by the Transfer Agent and/or its third party subcontractor (the “UPA Subcontractor”) on behalf of the Transfer Agent. The UPA Subcontractor is currently Venio LLC d/b/a Keane.

 

1.

Lost Shareholder Services

a.

After two mailings sent by the Transfer Agent to a shareholder have been returned undeliverable (“RPO Accounts”), a stop-mail code is put on that shareholder’s account. The Transfer Agent then performs the two SEC mandated searches for lost shareholders using the information data bases of a third party vendor (currently Lexis Nexis) to attempt to locate the lost shareholder.

b.

If, as a result of these two searches, a more current address for the shareholder is provided, the Transfer Agent will update the address on the account and remove the stop-mail code. If a more current address is not provided, the Trust will direct the Transfer Agent to provide the relevant account information for escheating.

2.

Escheatment Services

a.

The Transfer Agent will identify accounts as inactive based on the DST Escheatment Dormancy Trigger Categories as they are updated from time to time (“Dormancy Triggers”).

b.

The Transfer Agent will capture and maintain customer contact type and date.

c.

The Transfer Agent will mail a notice of escheatment to the shareholder or the payee of an outstanding check (the “Due Diligence Letters”) based on state mailing schedules as established by the Transfer Agent that facilitate compliance with its good faith interpretation of applicable state escheatment law.

d.

The Transfer Agent will escheat eligible property to the applicable states based on state remittance schedules established by applicable state law.

 

3.

Inactive Outreach Services, the Transfer Agent and UPA Subcontractor (Keane)

a.

The Transfer Agent will identify (i) RPO Accounts which were unresponsive to the two required SEC searches, (ii) accounts reflecting outstanding checks, and (iii) accounts that have been inactive for at least two years (“Inactive Shareholders”) based on the Dormancy Triggers.

b.

The Transfer Agent will send a file of these accounts to the UPA Subcontractor for discretionary search and research to determine if the shareholder is deceased.

c.

The UPA Subcontractor will mail a confirmation letter for RPO accounts and outstanding checks to newly located address. Letter will instruct owners to contact the Transfer Agent to update their account.

d.

The Transfer Agent will identify all accounts where “date of last contact” exceeds two years and conduct an outreach program to keep these accounts in an active shareholder status.

e.

The Transfer Agent will mail letters to inactive shareholders requesting that the shareholder contact the Transfer Agent to keep their account in an active status.

f.

The response detail will be provided to the Fund upon completion of the outreach services.

 

4.

Legal Claimant Services, UPA Subcontractor (Keane)

a.

In circumstances where shareholder is deceased, UPA subcontractor will conduct extensive research to locate a beneficiary (“Legal Claimant”) using shareholder data provided by the Transfer Agent, with Trust’s consent.

b.

UPA Subcontractor will notify Legal Claimant of entitlement and undertake to enter into a separate agreement with each respective Legal Claimant, under which UPA Subcontractor will provide recovery process services in exchange for a fee not to exceed 33 and 1/3% of the account value.

SCHEDULE 2.1

THIRD PARTY ADMINISTRATOR(S) PROCEDURES

 

(The following procedures set forth certain responsibilities which are customarily handled by TPAs and which will not be the responsibility of the Transfer Agent under this Agreement.)

 

1.

On each day on which both the New York Stock Exchange and the Trust is open for business (a “Business Day”), TPA(s) will receive, on behalf of and as agent of the Trust, Instructions (as hereinafter defined) from the Plan. Instructions shall mean (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan’s receipt of purchase orders and redemption requests by Participants in proper form by the time required by the terms of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund’s prospectus. Each Business Day on which the TPA receives Instructions shall be a “Trade Date”.

 

2.

In connection with the receipt of such Instructions, the parties agree that the following actions shall be the responsibility of the TPA and not the Transfer Agent. The TPAs shall:

 

a.

Communicate acceptance of such Instructions, to the applicable Plan.

 

b.

On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on (TD+1). In the case of net redemptions by any Plan, instruct the Trust’s custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.

 

c.

Maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) will maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

 

d.

Maintain records for each Plan of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

 

e.

Prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

f.

At the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its Shareholders.

 

g.

At the request of each Fund, to prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.

 

h.

Transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and

 

i.

With respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.

 

3.

Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Transfer Agent or each Fund, provide at the TPA(s)’s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

SCHEDULE 3.1

FEE SCHEDULE

Effective Date: April 29, 2019

 

GENERAL: Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month that the account opens or closes.

ANNUAL ACCOUNT SERVICE FEES:¹

Open Accounts

	All Other non-ML3	Tiered
	0 – 500,000	$9.75/Account
	500,001 – 600,000	$9.25/Account
	600,001 & above	$8.75/Account
	Network Level 3
	Brokerage	Tiered
	0 – 75,000	$4.00/Account
	75,001 – 150,000	$3.75/Account
	150,000 and above	$3.50/Account
	* Applies to all ML3 accounts, including Brokerage ML3 accounts.

 

Closed Accounts		$0.60/Account
Base Fee		$2,000,000/Year

 

IRA FEES:

Annual Maintenance Fee

$2.00/Account

 

AUTOMATED WORK DISTRIBUTOR FEES (AWD) (Does not include hardware or 3^rd party software) ²

TA2000 Client Workstation Fee	$4,200/Workstation
Scan Station Fee	$6,000/Station
BCP Fee	$1,200/Workstation
AWD Contact Fee	$1,700/Workstation

 

OTHER FEES, CHARGES AND EXPENSES. Other fees, charges or expenses as described in Section 3.2 of the Agreement shall be billed as incurred.

 

COST OF LIVING ADJUSTMENT. A cost of living (“COLA”) increase will occur annually based on the CPI-W (as defined in Section 3.6 of the Agreement) (not to exceed 5% in any year). Notwithstanding the foregoing, in no event shall the Base Fee for this Agreement exceed $2,200,000.00 during the Initial Term of this Agreement. The COLA will not be applied to the IRA Fees and AWD Fees specified above.

 

PROGRAMMING Hours

The Annual Account service fees include 12,064³ programming hours per year. These hours are provided by a shared team of technical and business analyst resources. In the event that the Trusts’ use of resource hours exceeds the annual allocation noted, additional hours used would be charged at DST’s then applicable hourly rate, currently $195.00 per hour.

 

¹ Balance earnings will continue to be shared equally between the Transfer Agent and the Trust.

² AWD Workstation fees apply to up to 200 workstations; discount is invoked for workstations over 200.

³ Total hours calculated based on the equivalent of 8 resources providing 6.5 hours/day.

SCHEDULE 10.4

 

INFORMATION SECURITY PROGRAM

 

This Schedule 10.4 is made subject to the terms of the Agreement and to the extent the terms hereunder conflict with the terms of the Agreement, the terms of this Schedule shall prevail. The requirements of this Schedule are applicable if and to the extent that the Transfer Agent creates, has access to, or receives from or on behalf of the Trust any Customer Confidential Information (as defined in the Agreement) in electronic format.

1.       Definitions. Capitalized terms have the same meaning as set forth in the Agreement unless specifically defined below:

 

1.1

“Transfer Agent Security Assessment” has the meaning set forth in Section 3.2 below.

 

1.2

“Mitigate” means the Transfer Agent’s deployment of security controls as necessary, in its discretion, which are reasonably designed to reduce the adverse effects of threats and reduce risk exposure.

 

1.3

“Remediation” or “Remediate”, means that the Transfer Agent has resolved a Security Exposure or Security Incident, such that the vulnerability no longer poses a risk to Customer Confidential Information.

 

1.4

“Security Exposure” means an identified vulnerability that may be utilized to compromise Customer Confidential Information.

 

1.5

“Security Incident” means the confirmed unauthorized disclosure of Customer Confidential Information.

 

2.       General Requirements.

 

2.1       Security Program. The Transfer Agent shall maintain a comprehensive information security program under which the Transfer Agent documents, implements and maintains the physical, administrative, and technical safeguards reasonably designed and implemented to: (a) comply with U.S. laws applicable to the Transfer Agent’s business and (b) protect the confidentiality, integrity, availability, and security of Customer Confidential Information.

 

2.2       Policies and Procedures. The Transfer Agent shall maintain written information security management policies and procedures reasonably designed and implemented to identify, prevent, detect, contain, and correct violations of measures taken to protect the confidentiality, integrity, availability, or security of Customer Confidential Information. Such policies and procedures will, at a minimum:

(i) assign specific data security responsibilities and accountabilities to specific individual(s);

(ii) describe acceptable use of the Transfer Agent’s assets, including computing systems, networks, and messaging;

(iii) provide authentication rules for the format, content and usage of passwords for end users, administrators, and systems;

(iv) describe logging and monitoring of the Transfer Agent’s production environment, including logging and monitoring of physical and logical access to the Transfer Agent’s networks and systems that process or store Customer Confidential Information;

(v) include an incident response process;

(vi) enforce commercially reasonable practices for user authentication;

(vii) include a formal risk management program which includes periodic risk assessments; and

(viii) provide an adequate framework of controls reasonably designed to safeguard Customer Confidential Information.

 

2.3       Subcontractors. To the extent that any subcontractor engaged by the Transfer Agent to provide services under the Agreement has access to, or receives from or on behalf of the Trust any Customer Confidential Information in electronic format, the Transfer Agent shall enter into a written agreement with such subcontractor, which agreement shall contain provisions regarding maintaining the confidentiality of the Customer Confidential Information which are substantially compliant with, and at least as protective as, those terms set forth in the Agreement (including this Schedule), to the extent the terms of the Agreement and this Schedule would be relevant to the subcontractor’s services provided.

 

2.4       IT Change and Configuration Management. The Transfer Agent shall employ its own reasonable processes, for change management, code inspection, repeatable builds, separation of development and production environments, and testing plans. Code inspections will include a comprehensive process reasonably designed and implemented to identify vulnerabilities and malicious code. In addition, the Transfer Agent shall maintain that processes that are documented and implemented for purposes of vulnerability management, patching, and verification of system security controls prior to their connection to production networks.

 

2.5       Physical and Environmental Security. The Transfer Agent shall: (i) restrict entry to the Transfer Agent’s area(s) where Customer Confidential Information is stored, accessed, or processed solely to the Transfer Agent’s personnel or the Transfer Agent authorized third party service providers for such access; and (ii) implement commercially reasonable practices for infrastructure systems, including fire extinguishing, cooling, and power, emergency systems and employee safety.

 

2.6       Transfer Agent Employee Training and Access. The Transfer Agent shall: (i) train its employees on the acceptable use and handling of Customer’s Confidential Information; (ii) provide annual security education for its employees and maintain a record of employees that have completed such education; and (iii) implement a formal user registration and de-registration procedure for granting and revoking access to the Transfer Agent’s information systems and services; and upon termination of any of the Transfer Agent’s employees, the Transfer Agent shall revoke such employee’s access to the Transfer Agent’s domain following termination of such individual and revoke such individual’s access to Customer Confidential Information as soon as possible and in accordance with the Transfer Agent’s internal policies and procedures.

2.7       Change Notifications. The Transfer Agent may, in its sole discretion, revise the Transfer Agent information security policies and procedures based on internal company security and compliance related risk assessment decisions, provided such revisions do not materially degrade the controls associated with the Transfer Agent’s information security services provided to the Trust as of the date of the execution of the Agreement.

 

2.8       Data Retention. The Transfer Agent shall not retain any Customer Confidential Information following completion of the applicable services provided under the Agreement, except to the extent: (a) required by U.S. law; (b) expressly required or permitted by the Trust in writing: (c) required by the Transfer Agent’s document retention policies; (d) to the extent necessary to comply with the Trust’s or the Transfer Agent’s legal or regulatory obligations; or (e) as otherwise permitted in accordance with the Agreement.

 

3.       Due Diligence Supporting Materials; Security Assessment.

 

3.1       Due Diligence Supporting Materials. In response to the Trust’s due diligence efforts, the Transfer Agent will provide copies of its: (i) SIG; (ii) if applicable, twice annually, its Service Organizations Controls SOC 1, Type 2 Audit issued in accordance with Statement on Standards for Attestation Engagements (SSAE) SSAE 18, AT-C section 320; (iii) information security policy and control standards summary; and (iv) network penetration vendor attestation letter. The Transfer Agent will be reasonably available to answer any additional questions of the Trust, up to forty (40) hours per year, that are not already addressed by providing the documentation set forth within this Section 3.1 and would not require the Transfer Agent, in its sole good faith discretion, to disclose information that it deems highly sensitive.

 

3.2       Transfer Agent Security Assessment. As part of the Transfer Agent’s Security Assessment, the Transfer Agent will: (i) conduct, at the Transfer Agent’s expense, regular vulnerability scans on externally-facing applications that may receive, access, process or store Customer Confidential Information; (ii) evaluate the results of the vulnerability scans and Remediate Security Exposures deemed material by the Transfer Agent’s personnel as reasonably appropriate, taking into account facts and circumstances surrounding such issues; and (iii) Mitigate Security Exposures discovered and deemed material by the Transfer Agent’s personnel within a reasonably appropriate time period. In addition, the Transfer Agent will at least once per year, perform penetration testing on its externally-facing systems that may receive, access, process or store Customer Confidential Information, and will provide the Trust with a letter confirming the testing has been performed. The Fund is not permitted to conduct penetration testing or other code scanning on the Transfer Agent’s environment and software.

 

4.       Security Incident Response.

 

4.1       Mitigation and Remediation of Security Incidents. The Transfer Agent will Mitigate or Remediate any Security Incident in accordance with its internal security policies and procedures.

4.2       Security Incident Response. The Transfer Agent shall maintain formal processes reasonably designed and implemented to detect, identify, report, respond to, Mitigate, and Remediate Security Incidents in a timely manner.

 

4.3        Security Incident Notification. The Transfer Agent shall promptly notify the Trust but in no event later than 72 hours following discovery of any Security Incident(s). Such notification shall include the extent and nature of such intrusion, disclosure, or unauthorized access, the identity of the compromised Customer Confidential Information (to the extent it can be ascertained), how the Transfer Agent was affected by the Security Incident, and its response to such Security Incident. The Transfer Agent shall use continuous and diligent efforts to remedy the cause and the effects of such Security Incident in an expeditious manner and deliver to the Trust a root cause analysis and future incident Mitigation plan with regard to any such incident. The Transfer Agent shall reasonably cooperate with the Trust’s investigation and response to each Security Incident. If the Trust determines in its sole discretion that it may need or be required to notify any individual(s) as a result of a Security Incident, the Trust shall have the right to control all such notifications and the Transfer Agent shall bear all direct costs associated with the notification, to the extent the notification and corresponding actions are required by U.S. law, and subject to the limitation of liability set forth in the Agreement. Without limiting the foregoing, unless otherwise required by U.S. law, no such notifications shall be made by the Transfer Agent without the Trust’s prior written consent and the Trust shall, together with the Transfer Agent, determine the content and delivery of all such notifications. For the avoidance of doubt, the Transfer Agent shall be solely responsible for all costs and expenses, subject to the limitations of liability under the Agreement that the Trust and/or the Transfer Agent may incur to the extent that they are attributable to or arise from the Transfer Agent’s breach of its confidentiality obligations under the Agreement.

 

5.       Miscellaneous. This Schedule cannot be modified except by written instrument executed by both parties.