Form N-CSR
Table of Contents

LOGO

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21507

 

 

Wells Fargo Global Dividend Opportunity Fund

(Exact name of registrant as specified in charter)

 

 

525 Market St., San Francisco, CA 94105

(Address of principal executive offices) (Zip code)

 

 

C. David Messman

Wells Fargo Funds Management, LLC

525 Market St., San Francisco, CA 94105

(Name and address of agent for service)

 

 

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2015

 

 

 


Table of Contents

ITEM 1. REPORT TO STOCKHOLDERS


Table of Contents

Annual Report

October 31, 2015

 

LOGO

 

Wells Fargo

Global Dividend Opportunity Fund (EOD)

 

LOGO

 

 

LOGO


Table of Contents

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Contents

 

 

 

Letter to shareholders

    2   

Performance highlights

    5   

Portfolio of investments

    8   
Financial statements  

Statement of assets and liabilities

    12   

Statement of operations

    13   

Statement of changes in net assets

    14   

Financial highlights

    15   

Notes to financial statements

    16   

Report of independent registered public accounting firm

    22   

Other information

    23   

Automatic dividend reinvestment plan

    29   

List of abbreviations

    30   

 

The views expressed and any forward-looking statements are as of October 31, 2015, unless otherwise noted, and are those of the Fund managers and/or Wells Fargo Funds Management, LLC. Discussions of individual securities, or the markets generally, or any Wells Fargo Fund are not intended as individual recommendations. Future events or results may vary significantly from those expressed in any forward-looking statements. The views expressed are subject to change at any time in response to changing circumstances in the market. Wells Fargo Funds Management, LLC and the Fund disclaim any obligation to publicly update or revise any views expressed or forward-looking statements.

The Fund has filed with the New York Stock Exchange (“NYSE”) its chief executive officer certification regarding compliance with the NYSE’s listing standards and has filed with the SEC the certification of its chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act.

 

NOT FDIC INSURED  ¡  NO BANK GUARANTEE  ¡   MAY LOSE VALUE



Table of Contents

 

2   Wells Fargo Global Dividend Opportunity Fund   Letter to shareholders (unaudited)

 

LOGO

Karla M. Rabusch

President

Wells Fargo Funds

 

 

Disparate influences tended to obscure improving economic data in the U.S. and several developed European countries.

 

 

 

 

The stronger U.S. dollar had mixed effects on the financial performance of U.S. companies.

 

 

Dear Valued Shareholder:

We are pleased to offer you this annual report for the Wells Fargo Global Dividend Opportunity Fund for the 12-month period that ended October 31, 2015. During the period, investors confronted concerns about slowing economic growth in China and a dramatic rise and fall in the country’s equity markets, diverging central bank policies globally, contentious negotiations to refinance Greece’s sovereign debt, sustained weakness in commodity prices, and ongoing currency volatility. These disparate influences tended to obscure improving economic data in the U.S. and several developed European countries.

Low commodity prices and slower global growth overshadowed improved economic data.

The U.S. economy achieved positive annualized gross domestic product (GDP) growth in all four quarters during the reporting period. Employment in the U.S. improved and corporate earnings were steady. In Europe, for the first time in five years, all four of the eurozone’s largest economies—France, Germany, Italy, and Spain—recorded GDP growth on an annualized basis during the first and second quarters of 2015. On the news of improving economic data, stocks generally moved higher early in 2015 with several markets reaching levels that represented multiyear highs.

Oil and natural gas prices began a decline during the summer of 2014 that intensified during the last six months of the calendar year. At the same time, the value of the U.S. dollar increased relative to other currencies. Both conditions caused investors concern. Sustained lower prices for oil, natural gas, and other commodities hampered the performance of energy and materials sector companies and their stocks generally suffered as a result. The stronger U.S. dollar had mixed effects on the financial performance of U.S. companies. In particular, large U.S. multinational companies and exporters tended to see negative effects because earnings realized in foreign currencies were reduced upon translation to U.S. dollars. U.S. investors in overseas markets also saw the value of their overseas investments reduced upon translation.

Despite these concerns, equity investors earned a positive return for the 12-month period that ended October 31, 2015, as measured by the S&P 500 Index,1 which returned 5.20%, with 6 of 10 S&P 500 Index sectors achieving positive returns. As might be expected, exceptions included the S&P 500 Energy Index,2 which returned -19.31%, and the S&P 500 Materials Index,3 which had a -4.48% return, as many companies in these sectors suffered the effects of low commodity prices. (The S&P 500 Utilities Index,4 which recorded a return of -0.29%, and the S&P 500 Telecommunications Index,5 which had a return of -2.25%, represented the other two S&P 500 Index sectors with negative returns for the period.)

 

 

 

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

 

2  The S&P 500 Energy Index is a market-value-weighted index that measures the performance of all stocks within the energy sector of the S&P 500 Index. You cannot invest directly in an index.

 

3  The S&P 500 Materials Index is a market-value-weighted index that measures the performance of all stocks within the materials sector of the S&P 500 Index. You cannot invest directly in an index.

 

4  The S&P 500 Utilities Index is a market-value-weighted index that measures the performance of all stocks within the utilities sector of the S&P 500 Index. You cannot invest directly in an index.

 

5  The S&P 500 Telecommunications Index is a market-value-weighted index that measures the performance of all stocks within the telecommunication services sector of the S&P 500 Index. You cannot invest directly in an index


Table of Contents

 

Letter to shareholders (unaudited)   Wells Fargo Global Dividend Opportunity Fund     3   

Global central bank policies diverge as investor concerns about China persist.

While the U.S. Federal Reserve (Fed) consistently stated its intention to increase the federal funds rate when labor-market conditions improve and inflation returns to 2%, slowing growth, particularly in emerging markets, prompted the Fed to defer an interest-rate increase once again at the end of the third quarter of 2015. Investors continued to anticipate an interest-rate increase before the end of 2015 or early in 2016. Meanwhile, the Bank of Japan announced in October 2014 significant expansion of its economic stimulus programs to include additional injections of liquidity into the economy through bond purchases. In addition, the Government Pension Investment Fund announced plans to reduce government bond investments and direct those assets to investments in the Japanese stock market. The People’s Bank of China also took initiatives to spur economic growth by cutting interest rates for the sixth time in less than a year in October 2015 and allowing the renminbi to depreciate to support exports, and advance government efforts to transition to a more market-driven economy.

After April 2015, international equity market trends turned negative. First, the Hang Seng Index6 in Hong Kong experienced a dramatic decline after a similarly dramatic ascent during late 2014 and early 2015, falling to levels not seen since 2013. Contentious negotiations between Greece and its debtors to refinance the country’s sovereign debt also concerned investors during May and June. After weeks of stalemated negotiations, the government accepted additional spending reductions in order to secure new loan agreements. Developed European and Asian equity markets, as measured by the Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index (Net)7 were essentially flat for the 12-month period that ended October 31, 2015, returning -0.07%.

Emerging markets stocks suffered more significantly than developed markets, earning a return during the period of -14.53%, as measured by the MSCI Emerging Markets Index (Net).8

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

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

 

 

6. The Hang Seng Index is a free-float-adjusted market-capitalization-weighted stock market index in Hong Kong. It is used to record and monitor daily changes of the largest companies of the Hong Kong stock market and is the main indicator of the overall market performance in Hong Kong. You cannot invest directly in an index.

 

7.  The Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. The MSCI EAFE Index (Net) consists of the following 21 developed markets country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. You cannot invest directly in an index. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

 

8.  The MSCI Emerging Markets Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of emerging markets. The MSCI Emerging Markets Index (Net) consists of the following 23 emerging markets country indexes: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, the Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates. You cannot invest directly in an index.


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4   Wells Fargo Global Dividend Opportunity Fund   Letter to shareholders (unaudited)

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

Sincerely,

 

LOGO

Karla M. Rabusch

President

Wells Fargo Funds

 

 

Notice to shareholders

At a meeting held August 11-12, 2015, the Board of Trustees of the Fund approved a change in the name of the Fund whereby the word “Advantage” was removed from its name, effective December 15, 2015.

 

Notice to shareholders

On December 17, 2015, the Fund announced an open-market share repurchase program (the “Buyback Program”). Under the Buyback Program, the Fund may repurchase up to 10% of its outstanding shares within one year of December 17, 2015. The Fund’s Board of Trustees has delegated to Wells Fargo Funds Management, LLC, the Fund’s adviser, full discretion to administer the Buyback Program including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations.

 

 

 

 

 

 

For current information about your fund investments, contact your investment professional, visit our website at wellsfargofunds.com, or call us directly at 1-800-222-8222. We are available 24 hours a day, 7 days a week.


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5   Wells Fargo Global Dividend Opportunity Fund   Performance highlights (unaudited)

Investment objective

The Fund’s primary investment objective is to seek a high level of current income. The Fund’s secondary objective is long-term growth of capital.

Adviser

Wells Fargo Funds Management, LLC

Subadvisers

Crow Point Partners, LLC

Wells Capital Management Incorporated

Portfolio managers

Kandarp Acharya, CFA, FRM

Christian L. Chan, CFA

Timothy P. O’Brien, CFA

Average annual total returns (%) as of October 31, 20151

 

     1 Year      5 Year      Since
inception
3-28-2007
 

Based on market value

     (11.80      1.24         (1.23

Based on net asset value (NAV)

     (3.00      4.68         1.24   

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

The Fund’s expense ratio for the year ended October 31, 2015 was 1.10%.

 

Comparison of NAV vs. market value since inception2
LOGO
 

Derivatives involve risks, including interest-rate risk, credit risk, the risk of improper valuation, and the risk of non-correlation to the relevant instruments they are designed to hedge or closely track. There are numerous risks associated with transactions in options on securities and/or indexes. As a writer of an index call option, the Fund forgoes the opportunity to profit from increases in the values of securities held by the Fund. However, the Fund has retained the risk of loss (net of premiums received) should the price of the Fund’s portfolio securities decline. Similar risks are involved with writing call options or secured put options on individual securities and/or indexes held in the Fund’s portfolio. This combination of potentially limited appreciation and potentially unlimited depreciation over time may lead to a decline in the net asset value of the Fund. The Fund’s dividend capture strategy may lead to a similar result. Dividend capture strategies involve the Fund purchasing a stock before an ex-dividend date so it becomes entitled to the dividend and then typically selling the stock on or after the stock’s ex-dividend date. Any decline in the value of the stock reflecting the dividend payment may over time lead to a decline in the net asset value of the Fund. Dividend capture also increases the portfolio turnover rate and related transaction costs of the Fund. Foreign investments may contain more risk due to the inherent risks associated with changing political climates, foreign market instability, and foreign currency fluctuations. Risks of foreign investing are magnified in emerging or developing markets. Small- and mid-cap securities may be subject to special risks associated with narrower product lines and limited financial resources compared with their large-cap counterparts, and, as a result, small- and mid-cap securities may decline significantly in market downturns and may be more volatile than those of larger companies due to their higher risk of failure. High-yield, lower-rated bonds may contain more risk due to the increased possibility of default. Illiquid securities may be subject to wide fluctuations in market value. The Fund may be subject to significant delays in disposing of illiquid securities. Accordingly, the Fund may be forced to sell these securities at less than fair market value or may not be able to sell them when the adviser or subadviser believes that it is desirable to do so. This closed-end fund is no longer offered as an initial public offering and is only offered through broker/dealers on the secondary market. A closed-end fund is not required to buy its shares back from investors upon request.

 

 

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

 

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


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Performance highlights (unaudited)   Wells Fargo Global Dividend Opportunity Fund     6   

MANAGER’S DISCUSSION

The Fund’s return based on market value was (11.80)% during the 12-month period that ended October 31, 2015. During the same period, the Fund’s return based on its net asset value was (3.00)%.

Overview

For most of the period, the Fund held more domestic stocks than foreign stocks until foreign investments were increased in October 2015.

U.S. economic growth improved throughout the period while growth in Europe and Japan, while positive, trailed the pace in the U.S. Unemployment in the U.S. declined but labor force participation has fallen to levels last seen in the 1970s. After several years of sluggish economic activity, recovery in Europe and Japan remains elusive despite massive monetary stimulus. Income stocks, like value stocks in general, have lagged the broad equity market, which has favored large-capitalization growth stocks. Internationally, the Fund maintained a sizable exposure to European equities in anticipation of a nascent economic recovery that remains elusive.

During the period, new positions included Frontier Communications Corporation and SSE plc, among others. Frontier Communications is an attractively valued local telephone company with accelerating free cash flow driven in part by an accretive acquisition of customers from Verizon Communications Incorporated. SSE plc, the former Scottish & Southern Electricity, is expected to benefit from recent changes in U.K. regulatory policy.

In addition to its common and preferred stock investment strategy, the Fund uses an options overlay strategy. Within this strategy, the options overlay management team was highly selective in choosing the markets where options were written during the period, forgoing writing options in markets where premiums were not commensurate with the associated risks.

 

Ten largest holdings (%) as of October 31, 20153  

Vivendi S.A.

    5.90%   

Snam SpA

    5.22%   

Enel SpA

    5.03%   

Red Electrica Corporacion S.A.

    4.80%   

Scottish & Southern Energy plc

    4.44%   

Deutsche Post AG

    3.89%   

Chatham Lodging Trust

    3.74%   

Hera SpA

    3.58%   

Terna SpA

    3.46%   

Endurance Specialty Holdings Limited

    3.44%   

 

Sector distribution as of October 31, 20154
LOGO

Contributors to performance

Notable performance contributors included Physicians Realty Trust; Incorporated; Red Eléctrica Corporación S.A.; and Shenandoah Telecommunications Company. Physicians Realty, a real estate investment trust that acquires and owns medical office properties and other health care–oriented real estate, was added to the Fund at its 2013 IPO and has executed soundly ever since. Red Electrica, which operates the Spanish high-voltage electricity transmission network, is reaping the benefit of significant tariff reform in the Spanish electricity market. Shenandoah is primarily a wireless company operating part of Sprint Corporation’s network but also has a burgeoning cable TV business that grew through the acquisition of adjacent and nearby undercapitalized cable systems that the company then improved through accelerated capital investment, although the bulge in capital spending has passed. The stock rallied sharply late in the period following the announcement of acquisition of a contiguous wireless operator on highly advantageous terms.

 

 

Detractors from performance

Notable performance detractors included Ashford Hospitality Prime, Incorporated; Chatham Lodging Trust; and Energy & Exploration Partners, Incorporated. Ashford Hospitality Prime and Chatham Lodging were pressured by investor concerns that the hotel cycle could be peaking. We believe that the peak may be years away. Energy & Exploration Partners was hindered by the collapse in oil prices.

 

 

Please see footnotes on page 8.


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7   Wells Fargo Global Dividend Opportunity Fund   Performance highlights (unaudited)

The overlay strategy had a minor negative effect on overall portfolio performance during the period. The strategy faced headwinds early in the period related to the Bank of Japan’s October 2014 announcement of additional economic stimulus to combat subdued inflation. In November 2014, Japanese equity markets gained following the announcement, which had a negative effect on the strategy. For most of the balance of the period, the overlay strategy generated a small but steady stream of premiums for option positions on markets in Europe and Asia.

 

Country allocation as of October 31, 20154
LOGO

 

Outlook

We are now seeing modest economic growth in the U.S. While stronger economic growth would be positive for the economy and for equity investors, stronger economic growth is likely to also eventually result in rising interest rates as monetary stimulus is withdrawn, which could be a headwind for preferred and high-yielding common stocks. We will continue to monitor economic progress in Europe and Japan and any investment opportunities that may result from strengthening recoveries in those markets.

 

 

 

 

 

 

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

 

4 Amounts are calculated based on the total long-term investments of the Fund. These amounts are subject to change and may have changed since the date specified.


Table of Contents

 

Portfolio of investments—October 31, 2015   Wells Fargo Global Dividend Opportunity Fund     8   

    

 

 

Security name             Shares      Value  

Common Stocks: 74.75%

          
Canada: 4.30%           

Enbridge Incorporated (Energy, Oil, Gas & Consumable Fuels)

          150,000       $ 6,403,500   

Veresen Incorporated (Energy, Oil, Gas & Consumable Fuels)

          1,075,000         9,355,690   
             15,759,190   
          

 

 

 
France: 5.90%           

Vivendi SA (Consumer Discretionary, Media)

          900,000         21,651,127   
          

 

 

 
Germany: 3.93%           

Deutsche Post AG (Industrials, Air Freight & Logistics)

          480,000         14,259,054   

Telefonica Deutschland Holding AG (Telecommunication Services, Diversified Telecommunication Services)

          25,000         160,941   
             14,419,995   
          

 

 

 
Israel: 0.01%           

Cellcom Israel Limited (Telecommunication Services, Wireless Telecommunication Services)

          6,800         50,597   
          

 

 

 
Italy: 17.51%           

Enel SpA (Utilities, Electric Utilities)

          4,000,000         18,445,345   

Eni SpA (Energy, Oil, Gas & Consumable Fuels)

          50,000         816,512   

Hera SpA (Utilities, Multi-Utilities)

          5,000,000         13,121,055   

Snam SpA (Utilities, Gas Utilities)

          3,700,000         19,147,486   

Terna SpA (Utilities, Electric Utilities)

          2,500,000         12,715,765   
             64,246,163   
          

 

 

 
Spain: 5.40%           

Endesa SA (Utilities, Electric Utilities)

          100,000         2,223,518   

Red Electrica Corporacion SA (Utilities, Electric Utilities)

          200,000         17,606,977   
             19,830,495   
          

 

 

 
United Kingdom: 14.02%           

National Grid plc (Utilities, Multi-Utilities)

          250,000         3,561,219   

Pennon Group plc (Utilities, Water Utilities)

          450,000         5,615,045   

Scottish & Southern Energy plc (Utilities, Electric Utilities)

          700,000         16,285,210   

Severn Trent plc (Utilities, Water Utilities)

          250,000         8,621,947   

United Utilities Group plc (Utilities, Water Utilities)

          600,000         9,130,296   

Vodafone Group plc ADR (Telecommunication Services, Wireless Telecommunication Services)

          250,000         8,242,500   
             51,456,217   
          

 

 

 
United States: 23.68%           

Ameresco Incorporated Class A (Industrials, Construction & Engineering) †

          131,000         848,880   

Ashford Hospitality Prime Incorporated (Financials, REITs)

          302,100         4,440,870   

Chatham Lodging Trust (Financials, REITs)

          600,000         13,734,000   

CorEnergy Infrastructure Trust Incorporated (Financials, REITs)

          90,000         459,900   

Endurance Specialty Holdings Limited (Financials, Insurance)

          200,000         12,626,000   

Frontier Communications Corporation (Telecommunication Services, Diversified Telecommunication Services)

          2,000,000         10,280,000   

Jernigan Capital Incorporated (Financials, REITs)

          400,000         7,428,000   

NorthStar Asset Management Group Incorporated (Financials, Capital Markets)

          62,500         914,375   

NorthStar Realty Finance Corporation (Financials, REITs)

          137,500         1,651,375   

Physicians Realty Trust (Financials, REITs)

          220,000         3,515,600   

 

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


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9   Wells Fargo Global Dividend Opportunity Fund   Portfolio of investments—October 31, 2015

    

 

 

Security name                Shares      Value  
United States (continued)          

PNM Resources Incorporated (Utilities, Electric Utilities)

         100,000       $ 2,812,000   

Preferred Apartment Communities Incorporated (Financials, REITs)

         350,400         3,836,880   

SCANA Corporation (Utilities, Multi-Utilities)

         50,000         2,961,000   

Shenandoah Telecommunications Company (Telecommunication Services, Wireless Telecommunication Services)

         200,000         9,358,000   

Spark Energy Incorporated Class A (Utilities, Electric Utilities)

         126,000         2,136,960   

Summit Hotel Properties Incorporated (Financials, REITs)

         397,833         5,203,656   

Verizon Communications Incorporated (Telecommunication Services, Diversified Telecommunication Services)

         100,000         4,688,000   
            86,895,496   
         

 

 

 

Total Common Stocks (Cost $259,899,075)

            274,309,280   
         

 

 

 
    Interest rate     Maturity date      Principal         

Corporate Bonds and Notes: 0.80%

         
United States: 0.80%          

BreitBurn Energy Partners LP (Energy, Oil, Gas & Consumable Fuels )

    8.63     10-15-2020       $     5,680,000         2,528,168   

Energy & Exploration Partners Incorporated (Energy, Oil, Gas & Consumable Fuels) (i)(s)144A

    8.00        7-1-2019         5,000,000         400,000   

Total Corporate Bonds and Notes (Cost $9,758,247)

            2,928,168   
         

 

 

 
    Dividend yield            Shares         

Preferred Stocks: 17.99%

         
Marshall Islands: 4.63%          

Diana Shipping Incorporated (Industrials, Marine)

    8.50           150,000         3,479,985   

Navios Maritime Holdings Incorporated (Industrials, Marine)

    8.63           59,000         908,600   

Safe Bulkers Incorporated (Industrials, Marine)

    8.00           50,000         700,000   

Scorpio Bulkers Incorporated (Industrials, Marine)

    7.50           105,000         1,916,250   

Scorpio Tankers Incorporated (Energy, Oil, Gas & Consumable Fuels)

    6.75           40,000         912,800   

Scorpio Tankers Incorporated (Energy, Oil, Gas & Consumable Fuels)

    7.50           223,707         5,648,602   

Seaspan Corporation (Industrials, Marine)

    6.38           63,600         1,579,188   

Seaspan Corporation Series E (Industrials, Marine)

    8.25           75,000         1,863,750   
            17,009,175   
         

 

 

 
Monaco: 0.17%          

GasLog Limited Series A (Energy, Oil, Gas & Consumable Fuels)

    8.75           25,000         609,250   
         

 

 

 
United States: 13.19%          

AmTrust Financial Services Incorporated (Financials, Insurance)

    7.25           25,000         629,000   

AmTrust Financial Services Incorporated (Financials, Insurance)

    7.50           25,000         644,250   

Arlington Asset Investment Corporation (Financials, Capital Markets)

    6.63           110,000         2,488,200   

Arlington Asset Investment Corporation (Financials, Capital Markets)

    6.75           20,000         450,400   

Baltimore Gas & Electric Company (Utilities, Electric Utilities)

    6.97           50,165         5,054,124   

Breitburn Energy Partner Incorporated Series A (Energy, Oil, Gas & Consumable Fuels)

    8.25           185,000         2,162,650   

Customers Bancorp Incorporated (Financials, Banks)

    6.38           450         12,128   

DTE Energy Company Series Z (Utilities, Multi-Utilities)

    6.50           1,900         50,958   

Entergy Arkansas Incorporated (Utilities, Electric Utilities)

    4.90           100,000         2,504,000   

 

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


Table of Contents

 

Portfolio of investments—October 31, 2015   Wells Fargo Global Dividend Opportunity Fund     10   

    

 

 

Security name   Dividend yield            Shares      Value  
United States (continued)          

Entergy Louisiana LLC (Utilities, Electric Utilities)

    4.70        20,000       $ 482,000   

Gastar Exploration Incorporated Series B (Energy, Oil, Gas & Consumable Fuels)

    10.75           56,900         936,005   

GreenHunter Resources Incorporated Series C (Energy, Energy Equipment & Services)

    10.00           61,786         323,141   

Integrys Energy Group (Utilities, Multi-Utilities) ±

    5.87           200,000         5,110,000   

Legacy Reserves LP Series A (Energy, Oil, Gas & Consumable Fuels) ±

    8.00           29,500         329,220   

Legacy Reserves LP Series B (Energy, Oil, Gas & Consumable Fuels) ±

    8.00           100,000         1,128,000   

National General Holdings Corporation (Financials, Insurance)

    7.63           50,000         1,224,500   

NextEra Energy Capital Holding Incorporated Series I (Utilities, Electric Utilities)

    5.13           25,000         611,250   

PPL Capital Funding Incorporated Series B (Utilities, Electric Utilities)

    5.90           160,000         4,054,400   

Qwest Corporation (Telecommunication Services, Diversified Telecommunication Services)

    6.63           55,000         1,379,950   

Resource Capital Corporation (Financials, REITs) ±

    11.68           15,000         276,900   

Sotherly Hotels LP (Financials, REITs)

    7.00           75,000         1,893,750   

Sotherly Hotels LP (Financials, REITs)

    8.00           245,000         6,308,750   

TravelCenters of America LLC (Consumer Discretionary, Specialty Retail)

    8.00           25,000         628,500   

TravelCenters of America LLC (Consumer Discretionary, Specialty Retail)

    8.00           125,000         3,211,250   

United States Cellular Corporation (Telecommunication Services, Wireless Telecommunication Services)

    7.25           67,507         1,729,529   

Vanguard Natural Resources LLC Series B (Energy, Oil, Gas & Consumable Fuels)

    7.63           150,000         2,614,500   

Vanguard Natural Resources LLC Series C (Energy, Oil, Gas & Consumable Fuels)

    7.75           120,644         2,170,385   
            48,407,740   
         

 

 

 

Total Preferred Stocks (Cost $75,230,361)

            66,026,165   
         

 

 

 
          Expiration date                
Rights: 0.00%          
United States: 0.00%          

Safeway Casa Ley Contingent Value Rights (Consumer Staples, Food & Staples Retailing) †(a)(i)

      1-30-2019         750,000         1   

Safeway PDC Contingent Value Rights (Consumer Staples, Food & Staples Retailing) †(a)(i)

      1-30-2017         750,000         1   

Total Rights (Cost $795,000)

            2   
         

 

 

 

Warrants: 0.00%

         
United States: 0.00%          

GreenHunter Water LLC (Energy, Energy Equipment &
Services) †(a)

      12-31-2049         96,112         6,860   
         

 

 

 

Total Warrants (Cost $0)

            6,860   
         

 

 

 
    Yield                      
Short-Term Investments: 7.56%          
Investment Companies: 7.56%          

Wells Fargo Cash Investment Money Market Fund, Select
Class (l)(u)

    0.16           27,764,730         27,764,730   
         

 

 

 

Total Short-Term Investments (Cost $27,764,730)

            27,764,730        
         

 

 

 

 

Total investments in securities (Cost $373,447,413) *     101.10        371,035,205   

Other assets and liabilities, net

    (1.10        (4,045,896
 

 

 

      

 

 

 
Total net assets     100.00      $ 366,989,309   
 

 

 

      

 

 

 

 

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


Table of Contents

 

11   Wells Fargo Global Dividend Opportunity Fund   Portfolio of investments—October 31, 2015

    

 

 

 

 

 

 

 

 

Non-income-earning security

 

(i) Illiquid security for which the designation as illiquid is unaudited.

 

(s) The security is currently in default with regards to scheduled interest and/or principal payments. The Fund has stopped accruing interest on the security.

 

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

 

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

 

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

 

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

 

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

 

* Cost for federal income tax purposes is $372,178,250 and unrealized gains (losses) consists of:

 

Gross unrealized gains

   $ 37,390,146   

Gross unrealized losses

     (38,533,191
  

 

 

 

Net unrealized losses

   $ (1,143,045

 

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


Table of Contents

 

Statement of assets and liabilities—October 31, 2015   Wells Fargo Global Dividend Opportunity Fund     12   
         

Assets

 

Investments

 

In unaffiliated securities, at value (cost $345,682,683)

  $ 343,270,475   

In affiliated securities, at value (cost $27,764,730)

    27,764,730   
 

 

 

 

Total investments, at value (cost $373,447,413)

    371,035,205   

Segregated cash

    270,000   

Foreign currency, at value (cost $9,280,538)

    9,261,277   

Receivable for investments sold

    309,348   

Receivable for dividends and interest

    2,524,074   
 

 

 

 

Total assets

    383,399,904   
 

 

 

 

Liabilities

 

Payable for investments purchased

    12,986,036   

Written options, at value (premiums received $105,077)

    44,546   

Due to custodian bank

    2,929,947   

Advisory fee payable

    304,242   

Administration fee payable

    16,013   

Accrued expenses and other liabilities

    129,811   
 

 

 

 

Total liabilities

    16,410,595   
 

 

 

 

Total net assets

  $ 366,989,309   
 

 

 

 

NET ASSETS CONSIST OF

 

Paid-in capital

  $ 851,117,518   

Overdistributed net investment income

    (3,851

Accumulated net realized losses on investments

    (481,757,709

Net unrealized losses on investments

    (2,366,649
 

 

 

 

Total net assets

  $ 366,989,309   
 

 

 

 

NET ASSET VALUE PER SHARE

 

Based on $366,989,309 divided by 49,160,825 shares issued and outstanding (unlimited shares authorized)

    $7.47   
 

 

 

 

 

 

 

 

 

 

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


Table of Contents

 

13   Wells Fargo Global Dividend Opportunity Fund   Statement of operations—year ended October 31, 2015
         

Investment income

 

Dividends (net of foreign withholding taxes of $1,554,083)

  $ 36,902,543   

Interest

    885,026   

Income from affiliated securities

    28,834   
 

 

 

 

Total investment income

    37,816,403   
 

 

 

 

Expenses

 

Advisory fee

    3,734,599   

Administration fee

    196,558   

Custody and accounting fees

    76,080   

Professional fees

    148,667   

Shareholder report expenses

    87,723   

Trustees’ fees and expenses

    20,239   

Transfer agent fees

    32,351   

Other fees and expenses

    43,916   
 

 

 

 

Total expenses

    4,340,133   
 

 

 

 

Net investment income

    33,476,270   
 

 

 

 

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS

 

Net realized losses on:

 

Unaffiliated securities

    (27,876,923

Written options

    (578,926
 

 

 

 

Net realized losses on investments

    (28,455,849
 

 

 

 

Net change in unrealized gains (losses) on:

 

Unaffiliated securities

    (22,755,847

Written options

    863,245   
 

 

 

 

Net change in unrealized gains (losses) on investments

    (21,892,602
 

 

 

 

Net realized and unrealized gains (losses) on investments

    (50,348,451
 

 

 

 

Net decrease in net assets resulting from operations

  $ (16,872,181
 

 

 

 

 

 

 

 

 

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


Table of Contents

 

Statement of changes in net assets   Wells Fargo Global Dividend Opportunity Fund     14   
    

Year ended

October 31, 2015

      

Year ended

October 31, 2014

 

Operations

      

Net investment income

  $ 33,476,270         $ 38,384,496   

Net realized gains (losses) on investments

    (28,455,849        1,163,557   

Net change in unrealized gains (losses) on investments

    (21,892,602        2,185,057   
 

 

 

 

Net increase (decrease) in net assets resulting from operations

    (16,872,181        41,733,110   
 

 

 

 

Distributions to shareholders from

      

Net investment income

    (30,622,769        (35,395,808

Tax basis return of capital

    (4,773,025        0   
 

 

 

 

Total distributions to shareholders

    (35,395,794        (35,395,808
 

 

 

 

Total increase (decrease) in net assets

    (52,267,975        6,337,302   
 

 

 

 

Net assets

      

Beginning of period

    419,257,284           412,919,982   
 

 

 

 

End of period

  $ 366,989,309         $ 419,257,284   
 

 

 

 

Undistributed (overdistributed) net investment income

  $ (3,851      $ 440,187   
 

 

 

 

 

 

 

 

 

 

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


Table of Contents

 

15   Wells Fargo Global Dividend Opportunity Fund   Financial highlights

(For a share outstanding throughout each period)

 

    Year ended October 31  
     2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $8.53        $8.40        $8.25        $8.92        $10.36   

Net investment income

    0.68        0.78        0.84        0.91        1.00   

Net realized and unrealized gains (losses) on investments

    (1.02     0.07        0.15        (0.46     (1.32
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    (0.34     0.85        0.99        0.45        (0.32

Distributions to shareholders from

         

Net investment income

    (0.62     (0.72     (0.83     (0.86     (1.12

Tax basis return of capital

    (0.10     0.00        (0.01     (0.26     0.00   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to shareholders

    (0.72     (0.72     (0.84     (1.12     (1.12

Net asset value, end of period

    $7.47        $8.53        $8.40        $8.25        $8.92   

Market value, end of period

    $6.33        $7.96        $7.56        $7.98        $8.32   

Total return based on market value1

    (11.80 )%      15.29     5.55     9.79     (9.76 )% 

Ratios to average net assets (annualized)

         

Gross expenses

    1.10     1.07     1.08     1.08     1.05

Net expenses

    1.10     1.07     1.08     1.08     1.05

Net investment income

    8.52     9.02     10.26     10.82     10.16

Supplemental data

         

Portfolio turnover rate

    141     76     163     93     129

Net assets, end of period (000s omitted)

    $366,989        $419,257        $412,920        $405,457        $438,084   

 

 

 

 

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

 

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


Table of Contents

 

Notes to financial statements   Wells Fargo Global Dividend Opportunity Fund     16   

1. ORGANIZATION

The Wells Fargo Global Dividend Opportunity Fund (the “Fund”) was organized as a statutory trust under the laws of the state of Delaware on December 21, 2006 and is registered as a diversified closed-end management investment company under the Investment Company Act of 1940, as amended. As an investment company, the Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies.

2. SIGNIFICANT ACCOUNTING POLICIES

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

Securities valuation

All investments are valued each business day as of the close of regular trading on the New York Stock Exchange (generally 4 p.m. Eastern Time).

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

Equity securities that are not listed on a foreign or domestic exchange or market, but have a public trading market, are valued at the quoted bid price from an independent broker-dealer that the Management Valuation Team of Wells Fargo Funds Management, LLC (“Funds Management”) has determined is an acceptable source.

Non-listed OTC options are valued at the evaluated price provided by an independent pricing service or, if a reliable price is not available, the quoted bid price from an independent broker-dealer.

The values of securities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Management Valuation Team.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign securities are traded, but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of such securities, then fair value pricing procedures approved by the Board of Trustees of the Fund are applied. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Foreign securities that are fair valued under these procedures are categorized as Level 2 and the application of these procedures may result in transfers between Level 1 and Level 2. Depending on market activity, such fair valuations may be frequent. Such fair value pricing may result in net asset values that are higher or lower than net asset values based on the last reported sales price or latest quoted bid price. On October 31, 2015, such fair value pricing was used in pricing foreign securities.

Debt securities are valued at the evaluated bid price provided by an independent pricing service or, if a reliable price is not available, the quoted bid price from an independent broker-dealer.

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

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

Valuations of fair valued securities are compared to the next actual sales price when available, or other appropriate market values, to assess the continued appropriateness of the fair valuation methodologies used. These securities are fair valued on a day-to-day basis, taking into consideration changes to appropriate market information and any significant


Table of Contents

 

17   Wells Fargo Global Dividend Opportunity Fund   Notes to financial statements

changes to the inputs considered in the valuation process until there is a readily available price provided on an exchange or by an independent pricing service. Valuations received from an independent pricing service or independent broker-dealer quotes are periodically validated by comparisons to most recent trades and valuations provided by other independent pricing services in addition to the review of prices by the adviser and/or subadviser. Unobservable inputs used in determining fair valuations are identified based on the type of security, taking into consideration factors utilized by market participants in valuing the investment, knowledge about the issuer and the current market environment.

Foreign currency translation

The accounting records of the Fund are maintained in U.S. dollars. The values of other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at rates provided by an independent foreign currency pricing source at a time each business day specified by the Management Valuation Team. Purchases and sales of securities, and income and expenses are converted at the rate of exchange on the respective dates of such transactions. Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded and the U.S. dollar equivalent of the amounts actually paid or received. Net unrealized foreign exchange gains and losses arise from changes in the fair value of assets and liabilities other than investments in securities resulting from changes in exchange rates. The changes in net assets arising from changes in exchange rates and the changes in net assets resulting from changes in market prices of securities are not separately presented. Such changes are included in net realized and unrealized gains or losses from investments.

Options

The Fund is subject to equity price risk and foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The Fund may write covered call options or secured put options on individual securities and/or indexes. When the Fund writes an option, an amount equal to the premium received is recorded as a liability and is subsequently adjusted to the current market value of the written option. Premiums received from written options that expire unexercised are recognized as realized gains on the expiration date. For exercised options, the difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is treated as a realized gain or loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in calculating the realized gain or loss on the sale. If a put option is exercised, the premium reduces the cost of the security purchased. The Fund, as a writer of an option, bears the market risk of an unfavorable change in the price of the security and/or index underlying the written option.

The Fund may also purchase call or put options. The premium is included in the Statement of Assets and Liabilities as an investment, the value of which is subsequently adjusted based on the current market value of the option. Premiums paid for purchased options that expire are recognized as realized losses on the expiration date. Premiums paid for purchased options that are exercised or closed are added to the amount paid or offset against the proceeds received for the underlying security to determine the realized gain or loss. The risk of loss associated with purchased options is limited to the premium paid.

Options traded on an exchange are regulated and terms of the options are standardized. Purchased options traded over-the-counter expose the Fund to counterparty risk in the event the counterparty does not perform. This risk can be mitigated by having a master netting arrangement between the Fund and the counterparty and by having the counterparty post collateral to cover the Fund’s exposure to the counterparty.

Security transactions and income recognition

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

Dividend income is recognized on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the custodian verifies the ex-dividend date. Dividend income from foreign securities is recorded net of foreign taxes withheld where recovery of such taxes is not assured.

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


Table of Contents

 

Notes to financial statements   Wells Fargo Global Dividend Opportunity Fund     18   

Distributions to shareholders

Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations, which may differ in amount or character from net investment income and realized gains recognized for purposes of U.S. generally accepted accounting principles.

Federal and other taxes

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

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

Reclassifications are made to the Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under federal income tax regulations. U.S. generally accepted accounting principles require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. The primary permanent differences causing such reclassifications are due to dividends from certain securities and foreign currency transactions. At October 31, 2015, as a result of permanent book-to-tax differences, the following reclassification adjustments were made on the Statement of Assets and Liabilities:

 

Overdistributed net
investment income
   Accumulated net
realized losses
on investments
$(3,297,539)    $3,297,539

Capital loss carryforwards that do not expire are required to be utilized prior to capital loss carryforwards that expire. As of October 31, 2015, capital loss carryforwards available to offset future net realized capital gains were as follows through the indicated expiration dates:

 

               No expiration
2016    2017    2018    Short-term    Long-term
$164,388,931    $193,644,982    $17,121,810    $76,083,877    $31,787,272

3. FAIR VALUATION MEASUREMENTS

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

 

n   Level 1 – quoted prices in active markets for identical securities

 

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

 

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

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


Table of Contents

 

19   Wells Fargo Global Dividend Opportunity Fund   Notes to financial statements

The following is a summary of the inputs used in valuing the Fund’s assets and liabilities as of October 31, 2015:

 

     Quoted prices
(Level 1)
     Other significant
observable inputs
(Level 2)
     Significant
unobservable inputs
(Level 3)
     Total  

Assets

           

Investments in :

           

Common stocks

           

Canada

   $ 15,759,190       $ 0       $ 0       $ 15,759,190   

France

     0         21,651,127         0         21,651,127   

Germany

     0         14,419,995         0         14,419,995   

Israel

     0         50,597         0         50,597   

Italy

     0         64,246,163         0         64,246,163   

Spain

     0         19,830,495         0         19,830,495   

United Kingdom

     8,242,500         43,213,717         0         51,456,217   

United States

     86,895,496         0         0         86,895,496   

Corporate bonds and notes

     0         2,928,168         0         2,928,168   

Preferred stocks

           

Marshall Islands

     17,009,175         0         0         17,009,175   

Monaco

     609,250         0         0         609,250   

United States

     30,041,116         18,366,624         0         48,407,740   

Rights

           

United States

     0         2         0         2   

Warrants

           

United States

     0         6,860         0         6,860   

Short-term investments

           

Investment companies

     27,764,730         0         0         27,764,730   

Total assets

   $ 186,321,457       $ 184,713,748       $ 0       $ 371,035,205   

Liabilities

           

Written options

   $ 0       $ 44,546       $ 0       $ 44,546   

Total liabilities

   $ 0       $ 44,546       $ 0       $ 44,546   

The Fund recognizes transfers between levels within the fair value hierarchy at the end of the reporting period. At October 31, 2015, fair value pricing was used in pricing certain foreign securities and securities valued at $84,972,813 were transferred from Level 1 to Level 2. The Fund did not have any transfers into/out of Level 3.

4. TRANSACTIONS WITH AFFILIATES AND OTHER EXPENSES

Advisory fee

Funds Management, an indirect wholly owned subsidiary of Wells Fargo & Company (“Wells Fargo”), is the adviser to the Fund and is entitled to receive a fee at an annual rate of 0.95% of the Fund’s average daily total assets. Total assets consist of the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets.

Funds Management has retained the services of certain subadvisers to provide daily portfolio management to the Fund. The fees for subadvisory services are borne by Funds Management. Wells Capital Management Incorporated, an affiliate of Funds Management and an indirect wholly owned subsidiary of Wells Fargo, is a subadviser to the Fund and is entitled to receive a fee from Funds Management at an annual rate of 0.10% of the Fund’s average daily total assets. Crow Point Partners, LLC is also a subadviser to the Fund and is entitled to receive a fee from Funds Management at an annual rate of 0.20% of the Fund’s average daily total assets.

Administration fee

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


Table of Contents

 

Notes to financial statements   Wells Fargo Global Dividend Opportunity Fund     20   

5. CAPITAL SHARE TRANSACTIONS

The Fund has authorized an unlimited number of shares with no par value. For the year ended October 31, 2015 and the year ended October 31, 2014, the Fund did not issue any shares.

6. INVESTMENT PORTFOLIO TRANSACTIONS

Purchases and sales of investments, excluding U.S. government obligations (if any) and short-term securities, for the year ended October 31, 2015 were $510,157,442 and $503,545,148, respectively.

7. DERIVATIVE TRANSACTIONS

During the year ended October 31, 2015, the Fund entered into written options for income generating purposes.

During the year ended October 31, 2015, the Fund had written call option activities as follows:

 

       Number of
contracts
       Premiums
received
 

Options outstanding at October 31, 2014

       700         $ 238,429   

Options written

       4,486           837,500   

Options expired

       (3,221        (724,602

Options closed

       (571        (123,565

Options exercised

       (1,005        (122,685

Options outstanding at October 31, 2015

       389         $ (105,077

Open written call options at October 31, 2015 were as follow for the Fund:

 

Expiration date      Counterparty      Description      Number of
contracts
       Strike
price
       Value  

11-20-2015

     Morgan Stanley      FTSE MIB Index        224           23,964 EUR         $ (11,898

11-20-2015

     Goldman Sachs      Hang Seng Index        83           25,048 HKD           (2,065

11-20-2015

     Goldman Sachs      Nikkei 225 Index        82           20,172 JPY           (30,583

The Fund had an average of 354 written option contracts during the year ended October 31, 2015. As of October 31, 2015, the Fund had segregated $270,000 as cash collateral for written options.

The fair value, realized gains or losses and change in unrealized gains or losses, if any, on derivative instruments are reflected in the appropriate financial statements.

For certain types of derivative transactions, the Fund has entered into International Swaps and Derivatives Association, Inc. master agreements (“ISDA Master Agreements”) or similar agreements with approved counterparties. The ISDA Master Agreements or similar agreements may have requirements to deliver/deposit securities or cash to/with an exchange or broker-dealer as collateral and allows the Fund to offset, with each counterparty, certain derivative financial instrument’s assets and/or liabilities with collateral held or pledged. Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under ISDA Master Agreements or similar agreements, if any, are reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, are noted in the Portfolio of Investments. With respect to balance sheet offsetting, absent an event of default by the counterparty or a termination of the agreement, the reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities are not offset across transactions between the Fund and the applicable counterparty. A reconciliation of the gross amounts on the Statement of Assets and Liabilities to the net amounts by derivative type, including any collateral exposure, is as follows:

 

Derivative type      Counterparty      Gross amounts
of liabilities in the
Statement of
Assets and
Liabilities
     Amounts
subject to
netting
agreements
       Collateral
pledged1
       Net amount
of liabilities
 

Written options

     Morgan Stanley      $11,898      $ 0         $ (11,898      $ 0   

Written options

     Goldman Sachs      32,648        0           (32,648        0   
  1  Collateral pledged within this table is limited to the collateral for the net transaction with the counterparty.  


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21   Wells Fargo Global Dividend Opportunity Fund   Notes to financial statements

8. DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the years ended October 31, 2015 and October 31, 2014 were as follows:

 

       Year ended October 31  
       2015        2014  

Ordinary income

     $ 30,622,769         $ 35,395,808   

Tax basis return of capital

       4,773,025           0   

As of October 31, 2015, the components of distributable earnings on a tax basis were as follows:

 

Unrealized
losses
   Capital loss
carryforward
$(1,101,066)    $(483,026,872)

9. CONCENTRATION RISK

Concentration risks result from exposure to a limited number of sectors. A fund that invests a substantial portion of its assets in any sector may be more affected by changes in that sector than would be a fund whose investments are not heavily weighted in any sector.

10. INDEMNIFICATION

Under the Fund’s organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund may enter into contracts with service providers that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.

11. SUBSEQUENT DISTRIBUTION

On November 18, 2015, the Fund declared a distribution of $0.18 per share payable on January 4, 2016 to shareholders of record on December 15, 2015

This distribution is not reflected in the accompanying financial statements. The final determination of the source of all distributions is subject to change and made after the Fund’s tax year-end.


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Report of independent registered public accounting firm   Wells Fargo Global Dividend Opportunity Fund     22   

BOARD OF TRUSTEES AND SHAREHOLDERS OF WELLS FARGO GLOBAL DIVIDEND OPPORTUNITY FUND:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the Wells Fargo Global Dividend Opportunity Fund (the “Fund”), as of October 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2015, by correspondence with the custodian and brokers, or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Wells Fargo Global Dividend Opportunity Fund as of October 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

December 22, 2015


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23   Wells Fargo Global Dividend Opportunity Fund   Other information (unaudited)

TAX INFORMATION

For corporate shareholders, pursuant to Section 854 of the Internal Revenue Code, 22.17% of ordinary income dividends qualify for the corporate dividends-received deduction for the fiscal year ended October 31, 2015.

Pursuant to Section 854 of the Internal Revenue Code, $16,060,051 of income dividends paid during the fiscal year ended October 31, 2015 has been designated as qualified dividend income (QDI).

For the fiscal year ended October 31, 2015, $804,753 has been designated as interest-related dividends for nonresident alien shareholders pursuant to Section 871 of the Internal Revenue Code.

Pursuant to Section 853 of the Internal Revenue Code, the Fund expects to designate amounts as foreign taxes paid for the fiscal year ended October 31, 2015. Additional details will be available in the semiannual report.

PROXY VOTING INFORMATION

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

PORTFOLIO HOLDINGS INFORMATION

The complete portfolio holdings for the Fund are publicly available monthly on the Fund’s website (wellsfargofunds.com), on a one-month delayed basis. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q, which is available by visiting the SEC website at sec.gov. In addition, the Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and at regional offices in New York City, at 233 Broadway, and in Chicago, at 175 West Jackson Boulevard, Suite 900. Information about the Public Reference Room may be obtained by calling 1-800-SEC-0330.


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Other information (unaudited)   Wells Fargo Global Dividend Opportunity Fund     24   

BOARD OF TRUSTEES AND OFFICERS

The following table provides basic information about the Board of Trustees (the “Trustees”) and Officers of the Fund. Each of the Trustees and Officers listed below acts in identical capacities for each fund in the Wells Fargo family of funds, which consists of 144 mutual funds comprising the Wells Fargo Funds Trust, Wells Fargo Variable Trust, Wells Fargo Master Trust, and four closed-end funds, including the Fund (collectively the “Fund Complex”). The mailing address of each Trustee and Officer is 525 Market Street, 12th Floor, San Francisco, CA 94105. The Board of Trustees is classified into three classes of which one is elected annually. Each Trustee serves a three-year term concurrent with the class from which the Trustee is elected. Each Officer serves an indefinite term.

Independent Trustees

 

Name and

year of birth

 

Position held and

length of service

  Principal occupations during past five years or longer  

Other

public company or

investment company

directorships during

past 5 Years

William R. Ebsworth
(Born 1957)
  Trustee, since 2015*  

Retired. From 1984 to 2013, equities analyst, portfolio manager, research director at Fidelity Management and Research Company in Boston, Tokyo, and Hong Kong, and retired in 2013 as Chief Investment Officer of Fidelity Strategic Advisers, Inc. where he led a team of investment professionals managing client assets. Prior thereto, Board member of Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand International Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire Fidelity Investments Life Insurance Company. Mr. Ebsworth is a CFA® charterholder and an Adjunct Lecturer, Finance, at Babson College.

  Asset Allocation Trust
Jane A. Freeman (Born 1953)   Trustee, since 2015*   Retired. From 2012 to 2014 and 1999 to 2008, Chief Financial Officer of Scientific Learning Corporation. From 2008 to 2012, Ms. Freeman provided consulting services Loevner Funds; Russell related to strategic business projects. Prior to 1999, Portfolio Manager at Rockefeller Exchange Traded Funds Trust & Co. and Scudder, Stevens & Clark. Board member of the Harding Loevner Funds from 1996 to 2014, serving as both Lead Independent Director and chair of the Audit Committee. Board member of the Russell Exchange Traded Funds Trust from 2011 to 2012 and the chair of the Audit Committee. Ms. Freeman is Chair of Taproot Foundation (non-profit organization), a Board Member of Ruth Bancroft Garden (non-profit organization) and an inactive chartered financial analyst.  

Asset Allocation Trust; Harding Loevner Funds; Russell Exchange Traded Funds Trust

Peter G. Gordon (Born 1942)   Trustee, since 2010; Chairman, since 2010   Co-Founder, Retired Chairman, President and CEO of Crystal Geyser Water Company. Trustee Emeritus, Colby College.   Asset Allocation Trust
Isaiah Harris, Jr. (Born 1952)   Trustee, since 2010   Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. From 2003 to 2011, Director of Deluxe Corporation. Prior thereto, President and CEO of BellSouth Advertising and Publishing Corp. from 2005 to 2007, President and CEO of BellSouth Enterprises from 2004 to 2005 and President of BellSouth Consumer Services from 2000 to 2003. Emeritus member of the Iowa State University Foundation Board of Governors. Emeritus Member of the Advisory Board of Iowa State University School of Business. Advisory Board Member, Palm Harbor Academy (charter school). Mr. Harris is a certified public accountant.   CIGNA Corporation; Asset Allocation Trust
Judith M. Johnson
(Born 1949)
  Trustee, since 2010; Audit Committee Chairman, since 2010   Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from 1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant.   Asset Allocation Trust
David F. Larcker
(Born 1950)
  Trustee, since 2010   James Irvin Miller Professor of Accounting at the Graduate School of Business, Stanford University, Morgan Stanley Director of the Center for Leadership Development and Research and Senior Faculty of The Rock Center for Corporate Governance since 2006. From 2005 to 2008, Professor of Accounting at the Graduate School of Business, Stanford University. Prior thereto, Ernst & Young Professor of Accounting at The Wharton School, University of Pennsylvania from 1985 to 2005.   Asset Allocation Trust


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25   Wells Fargo Global Dividend Opportunity Fund   Other information (unaudited)

Name and

year of birth

 

Position held and

length of service

  Principal occupations during past five years or longer  

Other

public company or

investment company

directorships during

past 5 Years

Olivia S. Mitchell
(Born 1953)
  Trustee, since 2010   International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993. Director of Wharton’s Pension Research Council and Boettner Center on Pensions & Retirement Research, and Research Associate at the National Bureau of Economic Research. Previously, Cornell University Professor from 1978 to 1993.   Asset Allocation Trust
Timothy J. Penny
(Born 1951)
  Trustee, since 2010   President and Chief Executive Officer of Southern Minnesota Initiative Foundation, a non-profit organization, since 2007 and Senior Fellow at the Humphrey Institute Policy Forum at the University of Minnesota since 1995. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007.   Asset Allocation Trust
Michael S. Scofield (Born 1943)   Trustee, since 2007   Served on the Investment Company Institute’s Board of Governors and Executive Committee from 2008-2011 as well the Governing Council of the Independent Directors Council from 2006-2011 and the Independent Directors Council Executive Committee from 2008-2011. Chairman of the IDC from 2008-2010. Institutional Investor (Fund Directions) Trustee of Year in 2007. Trustee of the Evergreen Funds complex (and its predecessors) from 1984 to 2010. Chairman of the Evergreen Funds from 2000-2010. Former Trustee of the Mentor Funds. Retired Attorney, Law Offices of Michael S. Scofield.   Asset Allocation Trust

Donald C. Willeke

(Born 1940)

  Trustee, since 2010**   Principal of the law firm of Willeke & Daniels. General Counsel of the Minneapolis Employees Retirement Fund from 1984 until its consolidation into the Minnesota Public Employees Retirement Association on June 30, 2010. Director and Vice Chair of The Tree Trust (non-profit corporation). Director of the American Chestnut Foundation (non-profit corporation).   Asset Allocation Trust

 

* William R. Ebsworth and Jane A. Freeman each became a Trustee effective January 1, 2015.

 

** Donald Willeke will retire as a Trustee effective December 31, 2015.

Officers

 

Name and

year of birth

 

Position held and

length of service

  Principal occupations during past five years or longer    
Karla M. Rabusch
(Born 1959)
  President, since 2010   Executive Vice President of Wells Fargo Bank, N.A. and President of Wells Fargo Funds Management, LLC since 2003.    
Nancy Wiser1
(Born 1967)
  Treasurer, since 2012   Executive Vice President of Wells Fargo Funds Management, LLC since 2011. Chief Operating Officer and Chief Compliance Officer at LightBox Capital Management LLC, from 2008 to 2011.    
C. David Messman
(Born 1960)
  Secretary, since 2010; Chief Legal Officer, since 2010   Senior Vice President and Secretary of Wells Fargo Funds Management, LLC since 2001. Assistant General Counsel of Wells Fargo Bank, N.A. since 2013 and Vice President and Managing Counsel of Wells Fargo Bank N.A. from 1996 to 2013.    
Debra Ann Early
(Born 1964)
  Chief Compliance Officer, since 2010   Executive Vice President of Wells Fargo Funds Management, LLC since 2014, Senior Vice President and Chief Compliance Officer from 2007 to 2014.    
David Berardi
(Born 1975)
  Assistant Treasurer, since 2009   Vice President of Wells Fargo Funds Management, LLC since 2009. Vice President of Evergreen Investment Management Company, LLC from 2008 to 2010. Manager of Fund Reporting and Control for Evergreen Investment Management Company, LLC from 2004 to 2010.    
Jeremy DePalma1
(Born 1974)
  Assistant Treasurer, since 2007   Senior Vice President of Wells Fargo Funds Management, LLC since 2009. Senior Vice President of Evergreen Investment Management Company, LLC from 2008 to 2010 and head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010.    

 

1 Nancy Wiser acts as Treasurer of 72 funds in the Fund Complex. Jeremy DePalma acts as Treasurer of 72 funds and Assistant Treasurer of 72 funds in the Fund Complex.


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Other information (unaudited)   Wells Fargo Global Dividend Opportunity Fund     26   

BOARD CONSIDERATION OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS:

Under the Investment Company Act of 1940 (the “1940 Act”), the Board of Trustees (the “Board”) of Wells Fargo Advantage Global Dividend Opportunity Fund (the “Fund”) must determine whether to approve the continuation of the Fund’s investment advisory and sub-advisory agreements. In this regard, at an in-person meeting held on May 19-20, 2015 (the “Meeting”), the Board, all the members of which have no direct or indirect interest in the investment advisory and sub-advisory agreements and are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Trustees”), reviewed and approved: (i) an investment advisory agreement with Wells Fargo Funds Management, LLC (“Funds Management”), (ii) an investment sub-advisory agreement with Wells Capital Management Incorporated (“WellsCap”), an affiliate of Funds Management; and (iii) an investment sub-advisory agreement with Crow Point Partners, LLC (“Crow Point”). The investment advisory agreement with Funds Management and the investment sub-advisory agreements with WellsCap and Crow Point (each, a “Sub-Adviser” and together, the “Sub-Advisers”) are collectively referred to as the “Advisory Agreements.”

At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of Funds Management and the Sub-Advisers and the continuation of the Advisory Agreements. Prior to the Meeting, including at an in-person meeting in March 2015, the Trustees conferred extensively among themselves and with representatives of Funds Management about these matters. Also, the Board has adopted a team-based approach, with each team consisting of a sub-set of Trustees, to assist the full Board in the discharge of its duties in reviewing performance and other matters throughout the year. The Independent Trustees were assisted in their evaluation of the Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.

In providing information to the Board, Funds Management and the Sub-Advisers were guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees at the start of the Board’s annual contract renewal process earlier in 2015. In considering and approving the Advisory Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interaction with Funds Management and the Sub-Advisers about various topics. In this regard, the Board reviewed reports of Funds Management at each of its quarterly meetings, which included, among other things, portfolio reviews and performance reports. In addition, the Board and the teams mentioned above confer with portfolio managers at various times throughout the year. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.

After its deliberations, the Board unanimously approved the continuation of the Advisory Agreements and determined that the compensation payable to Funds Management and the Sub-Advisers is reasonable. The Board considered the continuation of the Advisory Agreements for the Fund as part of its consideration of agreements for funds across the complex, but its approvals were made on a fund-by-fund basis. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approvals.

Nature, extent and quality of services

The Board received and considered various information regarding the nature, extent and quality of services provided to the Fund by Funds Management and the Sub-Advisers under the Advisory Agreements. This information included, among other things, a summary of the background and experience of senior management of Funds Management, and the qualifications, background, tenure and responsibilities of each of the portfolio managers primarily responsible for the day-to-day portfolio management of the Fund.

The Board evaluated the ability of Funds Management and the Sub-Advisers to attract and retain qualified investment professionals, including research, advisory and supervisory personnel. The Board further considered the compliance programs and compliance records of Funds Management and the Sub-Advisers. In addition, the Board took into account the full range of services provided to the Fund by Funds Management and its affiliates.

Fund performance and expenses

The Board considered the performance results for the Fund over various time periods ended March 31, 2015. The Board considered these results in comparison to the performance of funds in a custom peer group that included funds selected by Lipper, Inc. (“Lipper”) and additional funds that were determined by Funds Management to be similar to the Fund (the “Custom Peer Group”), and in comparison to the Fund’s benchmark index and to other comparative data. The Board received a description of the methodology used by Lipper and Funds Management to select the funds in the Custom


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27   Wells Fargo Global Dividend Opportunity Fund   Other information (unaudited)

Peer Group and discussed the limitations inherent in the use of other peer groups. The Board noted that the performance of the Fund was lower than the average performance of the Custom Peer Group for all periods under review. The Board also noted that the performance of the Fund was lower than its benchmark, the Global Dividend Opportunity Blended Index, which is a proprietary index used by the Board to help it assess the Fund’s relative performance, for all periods under review.

The Board received information concerning, and discussed factors contributing to, the underperformance of the Fund relative to the Custom Peer Group and benchmark for the periods under review. The Board took note of the explanations for the relative underperformance, including with respect to overall investment approach, sector allocations and investment decisions that affected the Fund’s performance.

The Board also received and considered information regarding the Fund’s net operating expense ratio and its various components, including actual management fees (which reflect fee waivers, if any, and include advisory and administration fees), and custodian and other non-management fees. The Board considered this ratio in comparison to the median ratio of funds in an expense group that was determined by Lipper to be similar to the Fund (the “Group”). Lipper is an independent provider of investment company data. The Board received a description of the methodology used by Lipper to select the funds in the expense Group and an explanation of how funds comprising expense groups and their expense ratios may vary from year-to-year. Based on the Lipper reports, the Board noted that the net operating expense ratio of the Fund was lower than the median net operating expense ratio of the expense Group.

The Board took into account the Fund performance and expense information provided to it among the factors considered in deciding to re-approve the Advisory Agreements.

Investment advisory and sub-advisory fee rates

The Board reviewed and considered the contractual investment advisory fee rate that is payable by the Fund to Funds Management for investment advisory services (the “Advisory Agreement Rate”), both on a stand-alone basis and on a combined basis with the Fund’s contractual administration fee rate (the “Management Rate”). The Board also reviewed and considered the contractual investment sub-advisory fee rates that are payable by Funds Management to each of the Sub-Advisers for investment sub-advisory services (the “Sub-Advisory Agreement Rate”).

Among other information reviewed by the Board was a comparison of the Management Rate of the Fund with those of other funds in the expense Group at a common asset level. The Board noted that the Management Rate of the Fund was lower than the average rate for the Fund’s expense Group.

The Board also received and considered information about the portion of the total advisory fee that was retained by Funds Management after payment of the fee to the Sub-Advisers for sub-advisory services. In assessing the reasonableness of this amount, the Board received and evaluated information about the nature and extent of responsibilities retained and risks assumed by Funds Management and not delegated to or assumed by the Sub-Advisers, and about Funds Management’s on-going oversight services. However, given the affiliation between Funds Management and WellsCap, the Board ascribed limited relevance to the allocation of the advisory fee between them. The Board also considered that the sub-advisory fees paid to Crow Point had been negotiated by Funds Management on an arm’s-length basis.

Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the Advisory Agreement Rate and each Sub-Advisory Agreement Rate was reasonable, in light of the services covered by the Advisory Agreements.

Profitability

The Board received and considered information concerning the profitability of Funds Management, as well as the profitability of Wells Fargo as a whole, from providing services to the Fund and the fund family as a whole. The Board also received and considered information concerning the profitability of WellsCap from providing services to the fund family as a whole, noting that WellsCap’s profitability information with respect to providing services to the Fund was subsumed in the Wells Fargo profitability analysis. The Board did not consider profitability with respect to Crow Point, as the sub-advisory fees paid to Crow Point had been negotiated by Funds Management on an arm’s-length basis.

Funds Management reported on the methodologies and estimates used in calculating profitability. Among other things, the Board noted that the levels of profitability reported on a fund-by-fund basis varied widely, depending on factors such as the size and type of fund. Based on its review, the Board did not deem the profits reported by Funds Management or Wells Fargo from its services to the Fund to be at a level that would prevent it from approving the continuation of the Advisory Agreements.


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Other information (unaudited)   Wells Fargo Global Dividend Opportunity Fund     28   

Economies of scale

The Board considered the extent to which there may be sharing with the Fund of potential economies of scale in the provision of advisory services to the Fund. The Board noted that, as is typical of closed-end funds, there are no breakpoints in the Management Rate. Although the Fund would not share in any potential economies of scale through contractual breakpoints, the Board noted that fee waiver and expense reimbursement arrangements and competitive fee rates at the outset are means of sharing potential economies of scale with shareholders of the Fund and the fund family as a whole. The Board concluded that the Fund’s fee waiver and expense arrangements constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders. The Board also noted that it would have opportunities to revisit the Management Rate as part of future contract reviews.

Other benefits to Funds Management and the Sub-Advisers

The Board received and considered information regarding potential “fall-out” or ancillary benefits received by Funds Management and its affiliates, including WellsCap, and Crow Point as a result of their relationships with the Fund. Ancillary benefits could include, among others, benefits directly attributable to other relationships with the Fund and benefits potentially derived from an increase in Funds Management’s and the Sub-Advisers’ business as a result of their relationships with the Fund. The Board also reviewed information about soft dollar credits earned and utilized by the Sub-Advisers and commissions earned by affiliated brokers from portfolio transactions.

Based on its consideration of the factors and information it deemed relevant, including those described here, the Board did not find that any ancillary benefits received by Funds Management and its affiliates, including WellsCap, or Crow Point were unreasonable.

Conclusion

At the Meeting, after considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board unanimously approved the continuation of the Advisory Agreements for an additional one-year period and determined that the compensation payable to Funds Management and the Sub-Advisers is reasonable.


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29   Wells Fargo Global Dividend Opportunity Fund   Automatic Dividend Reinvestment Plan

AUTOMATIC DIVIDEND REINVESTMENT PLAN

All common shareholders are eligible to participate in the Automatic Dividend Reinvestment Plan (“the Plan”). Pursuant to the Plan, unless a common shareholder is ineligible or elects otherwise, all cash dividends and capital gains distributions are automatically reinvested by Computershare Trust Company, N.A., as agent for shareholders in administering the Plan (“Plan Agent”), in additional common shares of the Fund. Whenever the Fund declares an ordinary income dividend or a capital gain dividend (collectively referred to as “dividends”) payable either in shares or in cash, nonparticipants in the Plan will receive cash, and participants in the Plan will receive the equivalent in common shares. The shares are acquired by the Plan Agent for the participant’s account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“newly issued common shares”) or (ii) by purchase of outstanding common shares on the open-market (open-market purchases) on the NYSE Amex or elsewhere. If, on the payment date for any dividend or distribution, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage commissions (“market premium”), the Plan Agent will invest the amount of such dividend or distribution in newly issued shares on behalf of the participant. The number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of issuance may not exceed 5%. If on the dividend payment date the net asset value per share is greater than the market value (“market discount”), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participant in open-market purchases. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends. The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 30170, College Station, Texas 77842-3170 or by calling 1-800-730-6001.


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List of abbreviations   Wells Fargo Global Dividend Opportunity Fund     30   

The following is a list of common abbreviations for terms and entities that may have appeared in this report.

 

ACA —  ACA Financial Guaranty Corporation
ADR —  American depositary receipt
ADS —  American depositary shares
AGC —  Assured Guaranty Corporation
AGM —  Assured Guaranty Municipal
Ambac —  Ambac Financial Group Incorporated
AMT —  Alternative minimum tax
AUD —  Australian dollar
BAN —  Bond anticipation notes
BHAC —  Berkshire Hathaway Assurance Corporation
BRL —  Brazilian real
CAB —  Capital appreciation bond
CAD —  Canadian dollar
CCAB —  Convertible capital appreciation bond
CDA —  Community Development Authority
CDO —  Collateralized debt obligation
CHF —  Swiss franc
COP —  Colombian peso
CLP —  Chilean peso
DKK —  Danish krone
DRIVER —  Derivative inverse tax-exempt receipts
DW&P —  Department of Water & Power
DWR —  Department of Water Resources
ECFA —  Educational & Cultural Facilities Authority
EDA —  Economic Development Authority
EDFA —  Economic Development Finance Authority
ETF —  Exchange-traded fund
EUR —  Euro
FDIC —  Federal Deposit Insurance Corporation
FFCB —  Federal Farm Credit Banks
FGIC —  Financial Guaranty Insurance Corporation
FHA —  Federal Housing Administration
FHLB —  Federal Home Loan Bank
FHLMC —  Federal Home Loan Mortgage Corporation
FICO —  The Financing Corporation
FNMA —  Federal National Mortgage Association
FSA —  Farm Service Agency
GBP —  Great British pound
GDR —  Global depositary receipt
GNMA —  Government National Mortgage Association
GO —  General obligation
HCFR —  Healthcare facilities revenue
HEFA —  Health & Educational Facilities Authority
HEFAR —  Higher education facilities authority revenue
HFA —  Housing Finance Authority
HFFA —  Health Facilities Financing Authority
HKD —  Hong Kong dollar
HUD —  Department of Housing and Urban Development
HUF —  Hungarian forint
IDA —  Industrial Development Authority
IDAG —  Industrial Development Agency
IDR —  Indonesian rupiah
IEP —  Irish pound
JPY —  Japanese yen
KRW —  Republic of Korea won
LIBOR —  London Interbank Offered Rate
LIFER —  Long Inverse Floating Exempt Receipts
LIQ —  Liquidity agreement
LLC —  Limited liability company
LLLP —  Limited liability limited partnership
LLP —  Limited liability partnership
LOC —  Letter of credit
LP —  Limited partnership
MBIA —  Municipal Bond Insurance Association
MFHR —  Multifamily housing revenue
MSTR —  Municipal securities trust receipts
MTN —  Medium-term note
MUD —  Municipal Utility District
MXN —  Mexican peso
MYR —  Malaysian ringgit
National —  National Public Finance Guarantee Corporation
NGN —  Nigerian naira
NOK —  Norwegian krone
NZD —  New Zealand dollar
PCFA —  Pollution Control Financing Authority
PCL —  Public Company Limited
PCR —  Pollution control revenue
PFA —  Public Finance Authority
PFFA —  Public Facilities Financing Authority
PFOTER —  Puttable floating option tax-exempt receipts
plc —  Public limited company
PLN —  Polish zloty
PUTTER —  Puttable tax-exempt receipts
R&D —  Research & development
Radian —  Radian Asset Assurance
RAN —  Revenue anticipation notes
RDA —  Redevelopment Authority
RDFA —  Redevelopment Finance Authority
REIT —  Real estate investment trust
ROC —  Reset option certificates
RON —  Romanian lei
RUB —  Russian ruble
SAVRS —  Select auction variable rate securities
SBA —  Small Business Authority
SDR —  Swedish depositary receipt
SEK —  Swedish krona
SFHR —  Single-family housing revenue
SFMR —  Single-family mortgage revenue
SGD —  Singapore dollar
SPA —  Standby purchase agreement
SPDR —  Standard & Poor’s Depositary Receipts
SPEAR —   Short Puttable Exempt Adjustable Receipts
STRIPS —  Separate trading of registered interest and
           principal securities
TAN —  Tax anticipation notes
TBA —  To be announced
THB —  Thai baht
TIPS —  Treasury inflation-protected securities
TRAN —  Tax revenue anticipation notes
TRY —  Turkish lira
TTFA —  Transportation Trust Fund Authority
TVA —  Tennessee Valley Authority
ZAR —  South African rand
 


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LOGO

 

LOGO

Transfer Agent, Registrar, Shareholder Servicing

Agent & Dividend Disbursing Agent

Computershare Trust Company, N.A.

P.O. Box 30170

College Station, TX 77842-3170

1-800-730-6001

Website: wellsfargofunds.com

Wells Fargo Funds Management, LLC, is a subsidiary of Wells Fargo & Company and is an affiliate of Wells Fargo & Company’s broker/dealer subsidiaries. Certain material contained in this report may be considered marketing material and has been reviewed by Wells Fargo Funds Distributor, LLC, Member FINRA, an affiliate of Wells Fargo & Company.

NOT FDIC INSURED  ¡  NO BANK GUARANTEE  ¡   MAY LOSE VALUE

© 2015 Wells Fargo Funds Management, LLC. All rights reserved.

 

LOGO     

238512 12-15

AGDO/AR142 10-15

 


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ITEM 2. CODE OF ETHICS

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

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

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

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

     Fiscal      Fiscal  
     year ended      year ended  
     October 31, 2015      October 31, 2014  

Audit fees

   $ 45,830       $ 45,830   

Audit-related fees

     —           —     

Tax fees (1)

     4,530         4,410   

All other fees

     —           —     
  

 

 

    

 

 

 
   $ 50,360       $ 50,240   
  

 

 

    

 

 

 

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

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


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(f) Not applicable

(g) Not applicable

(h) Not applicable

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6. INVESTMENTS

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


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ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

PROXY VOTING POLICIES AND PROCEDURES

REVISED AS OF AUGUST 13, 2014

1. Scope of Policies and Procedures. These Policies and Procedures (“Procedures”) are used to determine how to vote proxies relating to portfolio securities held by the series of Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Asset Allocation Trust, Wells Fargo Advantage Global Dividend Opportunity Fund, Wells Fargo Advantage Income Opportunities Fund, Wells Fargo Advantage Multi-Sector Income Fund, and Wells Fargo Advantage Utilities & High Income Fund (the “Trusts”) except for those series that exclusively hold non-voting securities (hereafter, all such series, and all such Trusts not having separate series, holding voting securities are referred to as the “Funds”).

2. Voting Philosophy. The Funds and Wells Fargo Funds Management, LLC (“Funds Management”) have adopted these Procedures to ensure that proxies are voted in the best interests of Fund shareholders, without regard to any relationship that any affiliated person of the Fund (or an affiliated person of such affiliated person) may have with the issuer. Funds Management exercises its voting responsibility, as a fiduciary, with the goal of maximizing value to shareholders consistent with governing laws and the investment policies of each Fund. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership, the Funds support sound corporate governance practices within companies in which they invest.

3. Responsibilities

(a) Board of Trustees. The Board of Trustees of each Trust (the “Board”) has delegated the responsibility for voting proxies relating to the Funds’ portfolio securities to Funds Management. The Board retains the authority to make or ratify any voting decisions or approve any changes to these Procedures as the Board deems appropriate. Funds Management will provide reports to the Board regarding voting matters when and as reasonably requested by the Board. The Board shall review these Procedures as often as it deems appropriate to consider whether any revisions are warranted. On an annual basis, the Board shall receive and review a report from Funds Management on the proxy voting process.

 

  (b) Funds Management Proxy Committee

 

  (i)

Responsibilities. The Funds Management Proxy Voting Committee (the “Proxy Committee”) shall be responsible for overseeing the proxy voting process to ensure its implementation in conformance with these Procedures. The Proxy Committee shall monitor Institutional Shareholder Services (“ISS”), the proxy voting agent for Funds Management, to


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  determine that ISS is accurately applying the Procedures as set forth herein. The Proxy Committee shall review the continuing appropriateness of the Procedures set forth herein, recommend revisions to the Board as necessary and provide an annual update to the Board on the proxy voting process.

 

  (ii) Voting Guidelines. Appendix A hereto sets forth guidelines regarding how proxies will be voted on the issues specified. ISS will vote proxies for or against as directed by the guidelines. Where the guidelines specify a “case by case” determination for a particular issue, ISS will forward the proxy to the Proxy Committee for a vote determination by the Proxy Committee. Finally, with respect to issues for which a vote for or against is specified by the Procedures, the Proxy Committee shall have the authority to direct ISS to forward the proxy to the Proxy Committee for a discretionary vote by the Proxy Committee if the Proxy Committee determines that a case-by-case review of such matter is warranted. The Proxy Committee may also consult Fund sub-advisers on certain proxy voting issues on a case-by-case basis as the Proxy Committee deems appropriate or to the extent that a sub-adviser of a Fund makes a recommendation regarding a proxy voting issue. As a general matter, however, proxies are voted consistently on the same matter when securities of an issuer are held by multiple Funds.

 

  (iii) Proxy Committee. In all cases, the Proxy Committee will exercise its voting discretion in accordance with the voting philosophy of the Funds. In cases where a proxy is forwarded by ISS to the Proxy Committee, the Proxy Committee may be assisted in its voting decision through receipt of: (i) independent research and voting recommendations provided by ISS or other independent sources; (ii) input from the investment sub-adviser responsible for purchasing the security; and (iii) information provided by company management and shareholder groups.

Voting decisions made by the Proxy Committee will be reported to ISS to ensure that the vote is registered in a timely manner and included in Form N-PX reporting.

 

  (iv) Securities on Loan. As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote the proxy). However, if the Proxy


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  Committee is aware of an item in time to recall the security and has determined in good faith that the importance of the matter to be voted upon outweighs the loss in lending revenue that would result from recalling the security (i.e., if there is a controversial upcoming merger or acquisition, or some other significant matter), the security will be recalled for voting.

 

  (v) Practical Limitations to Proxy Voting. While Funds Management uses its best efforts to vote proxies, in certain circumstances it may be impractical or impossible for Funds Management to vote proxies (e.g., limited value or unjustifiable costs). For example, in accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Due to these restrictions, Funds Management must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. As a result, Funds Management will generally not vote those proxies in the absence of an unusual, significant vote or compelling economic importance. Additionally, Funds Management may not be able to vote proxies for certain foreign securities if Funds Management does not receive the proxy statement in time to vote the proxies due to custodial processing delays.

 

  (vi) Conflicts of Interest. Funds Management may have a conflict of interest regarding a proxy to be voted upon if, for example, Funds Management or its affiliates have other relationships with the issuer of the proxy. In most instances, conflicts of interest are avoided through a strict and objective application of the voting guidelines attached hereto. However, when the Proxy Committee is aware of a material conflict of interest regarding a matter that would otherwise require a vote by the Proxy Committee, the Proxy Committee shall address the material conflict by using any of the following methods: (1) instructing ISS to vote in accordance with the recommendation ISS makes to its clients; (2) disclosing the conflict to the Board and obtaining their consent before voting; (3) submitting the matter to the Board to exercise its authority to vote on such matter; (4) engaging an independent fiduciary who will direct the Proxy Committee on voting instructions for the proxy; (5) consulting with outside legal counsel for guidance on resolution of the conflict of interest; (6) erecting information barriers around the person or persons making voting decisions; (7) voting in proportion to other shareholders (“mirror voting”); or (8) voting in other ways that are consistent with each Fund’s obligation to vote in the best interests of its shareholders. Additionally, the Proxy Committee will not permit its votes to be influenced by any conflict of interest that exists for any other affiliated person of the Fund (such as a sub-adviser or principal


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  underwriter) or any affiliated persons of such affiliated persons and the Proxy Committee will vote all such matters without regard to the conflict.

Funds Management may also have a conflict of interest regarding a proxy to be voted on if a member of the Board has an affiliation, directly or indirectly, with a public or private company (an “Identified Company”). Identified Companies include a Board member’s employer, as well as any company of which the Board member is a director or officer or a 5% or more shareholder. The Proxy Committee shall address such a conflict by instructing ISS to vote in accordance with the recommendation ISS makes to its clients.

 

  (vii) Meetings. The Proxy Committee shall convene as needed and when discretionary voting determinations need to be considered, and shall have the authority to act by vote of a majority of the Proxy Committee members available at that time. The Proxy Committee shall also meet at least semi-annually to review the Procedures and the performance of ISS in exercising its proxy voting responsibilities.

 

  (viii) Membership. The voting members of the Proxy Committee shall be Tom Biwer, Travis Keshemberg, Erik Sens, Aldo Ceccarelli and Melissa Duller. Changes to the membership of the Proxy Committee will be made only with Board approval. Upon departure from Funds Management, a member’s position on the Proxy Committee will automatically terminate.

 

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

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

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

 

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

 

    The name of the issuer of the portfolio security;

 

    The exchange ticker symbol of the portfolio security;

 

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

 

    The shareholder meeting date;

 

    A brief identification of the matter voted on;

 

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

 

    Whether the Fund cast its vote on the matter;

 

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

 

    Whether the Fund cast its vote for or against management.

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

 

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APPENDIX A

TO

PROXY VOTING POLICIES AND PROCEDURES

Funds Management will vote proxies relating to portfolio securities held by the Trusts in accordance with the following proxy voting guidelines. To the extent the specific guidelines below do not address a proxy voting proposal, Funds Management will vote pursuant to ISS’ current U.S. and International proxy voting guidelines. Proxies related to issues not addressed by the specific guidelines below or by ISS’ current U.S. and International proxy voting guidelines will be forwarded to the Proxy Committee for a vote determination by the Proxy Committee.

 

Uncontested Election of Directors or Trustees   
THE FUNDS will generally vote for all uncontested director or trustee nominees. The Nominating Committee is in the best position to select nominees who are available and capable of working well together to oversee management of the company. THE FUNDS will not require a performance test for directors.    FOR
THE FUNDS will generally vote for reasonably crafted shareholder proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors, unless the company has adopted formal corporate governance principles that present a meaningful alternative to the majority voting standard.    FOR
THE FUNDS will withhold votes for a director if the nominee fails to attend at least 75% of the board and committee meetings without a valid excuse.    WITHHOLD
THE FUNDS will vote against routine election of directors if any of the following apply: company fails to disclose adequate information in a timely manner, serious issues with the finances, questionable transactions, conflicts of interest, record of abuses against minority shareholder interests, bundling of director elections, and/or egregious governance practices.    AGAINST
THE FUNDS will withhold votes from the entire board (except for new nominees) where the director(s) receive more than 50% withhold votes out of those cast and the issue that was the underlying cause of the high level of withhold votes has not been addressed.    WITHHOLD
THE FUNDS will withhold votes from members of the Audit Committee and/or the full board if poor accounting practices, which rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures, are identified.    WITHHOLD

 

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THE FUNDS will withhold votes from members of the Audit Committee if the company receives an adverse opinion on the company’s financial statements from its auditor.    WITHHOLD
THE FUNDS will withhold votes from members of the Audit Committee if there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.    WITHHOLD
THE FUNDS will withhold votes from all directors (except for new nominees) if the company has adopted or renewed a poison pill without shareholder approval since the company’s last annual meeting, does not put the pill to a vote at the current annual meeting, and does not have a requirement or does not commit to put the pill to shareholder vote within 12 months. In addition, THE FUNDS will withhold votes on all directors at any company that responds to the majority of the shareholders voting by putting the poison pill to a shareholder vote with a recommendation other than to eliminate the pill.    WITHHOLD

THE FUNDS will withhold votes from compensation committee members if they fail to submit one-time transferable stock options (TSO’s) to shareholders for approval.

 

Limitation on Number of Boards a Director May Sit On

   WITHHOLD
THE FUNDS will withhold votes from directors who sit on more than six boards.    WITHHOLD

THE FUNDS will withhold votes from CEO directors who sit on more than two outside boards besides their own.

 

Ratification of Auditors

   WITHHOLD
THE FUNDS will vote against auditors and withhold votes from audit committee members if non-audit fees are greater than audit fees, audit-related fees, and permitted tax fees, combined. THE FUNDS will follow the disclosure categories being proposed by the SEC in applying the above formula.    AGAINST/ WITHHOLD
With the above exception, THE FUNDS will generally vote for proposals to ratify auditors unless:    FOR

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

   AGAINST

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

   AGAINST

 

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THE FUNDS will vote against proposals that require auditors to attend annual meetings as auditors are regularly reviewed by the board audit committee, and such attendance is unnecessary.    AGAINST
THE FUNDS will vote for shareholder proposals requesting a shareholder vote for audit firm ratification.    FOR
THE FUNDS will vote against shareholder proposals asking for audit firm rotation. This practice is viewed as too disruptive and too costly to implement for the benefit achieved.    AGAINST
Company Name Change/Purpose   
THE FUNDS will vote for proposals to change the company name as management and the board is best suited to determine if such change in company name is necessary.    FOR
However, where the name change is requested in connection with a reorganization of the company, the vote will be based on the merits of the reorganization.    CASE-BY-CASE
In addition, THE FUNDS will generally vote for proposals to amend the purpose of the company. Management is in the best position to know whether the description of what the company does is accurate, or whether it needs to be updated by deleting, adding or revising language.    FOR
Employee Stock Purchase Plans/401(k) Employee Benefit Plans   
THE FUNDS will vote for proposals to adopt, amend or increase authorized shares for employee stock purchase plans and 401(k) plans for employees as properly structured plans enable employees to purchase common stock at a slight discount and thus own a beneficial interest in the company, provided that the total cost of the company’s plan is not above the allowable cap for the company.    FOR
Similarly, THE FUNDS will generally vote for proposals to adopt or amend thrift and savings plans, retirement plans, pension plans and profit plans.    FOR
Anti-Hedging/Pledging/Speculative Investments Policy   
THE FUNDS will consider proposals prohibiting named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan on a case-by-case basis. The company’s existing policies regarding responsible use of company stock will be considered.    CASE-BY-CASE

 

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Approve Other Business   
THE FUNDS will generally vote for proposals to approve other business. This transfer of authority allows the corporation to take certain ministerial steps that may arise at the annual or special meeting.    FOR
However, THE FUNDS retains the discretion to vote against such proposals if adequate information is not provided in the proxy statement, or the measures are significant and no further approval from shareholders is sought.    AGAINST
Independent Board of Directors/Board Committees   
THE FUNDS will vote for proposals requiring that two-thirds of the board be independent directors. An independent board faces fewer conflicts and is best prepared to protect stockholders’ interests.    FOR
THE FUNDS will withhold votes from insiders and affiliated outsiders on boards that are not at least majority independent.    WITHHOLD
THE FUNDS will withhold votes from compensation committee members where there is a pay-for-performance disconnect (for Russell 3000 companies).    WITHHOLD
THE FUNDS will vote for proposals requesting that the board audit, compensation and/or nominating committees be composed of independent directors, only. Committees should be composed entirely of independent directors in order to avoid conflicts of interest.    FOR
THE FUNDS will withhold votes from any insiders or affiliated outsiders on audit, compensation or nominating committees. THE FUNDS will withhold votes from any insiders or affiliated outsiders on the board if any of these key committees has not been established.    WITHHOLD
THE FUNDS will vote against proposals from shareholders requesting an independent compensation consultant.    AGAINST
Director Fees   
THE FUNDS, will vote for proposals to set director fees.    FOR

 

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Minimum Stock Requirements by Directors   
THE FUNDS will vote against proposals requiring directors to own a minimum number of shares of company stock in order to qualify as a director, or to remain on the board. Minimum stock ownership requirements can impose an across-the-board requirement that could prevent qualified individuals from serving as directors.    AGAINST
Indemnification and Liability Provisions for Directors and Officers   
THE FUNDS will vote for proposals to allow indemnification of directors and officers, when the actions taken were on behalf of the company and no criminal violations occurred. THE FUNDS will also vote in favor of proposals to purchase liability insurance covering liability in connection with those actions. Not allowing companies to indemnify directors and officers to the degree possible under the law would limit the ability of the company to attract qualified individuals.    FOR
Alternatively, THE FUNDS will vote against indemnity proposals that are overly broad. For example, THE FUNDS will oppose proposals to indemnify directors for acts going beyond mere carelessness, such as gross negligence, acts taken in bad faith, acts not otherwise allowed by state law or more serious violations of fiduciary obligations.    AGAINST
Nominee Statement in the Proxy   
THE FUNDS will vote against proposals that require board nominees to have a statement of candidacy in the proxy, since the proxy statement already provides adequate information pertaining to the election of directors.    AGAINST
Director Tenure/Retirement Age   
THE FUNDS will vote against proposals to limit the tenure of directors as such limitations based on an arbitrary number could prevent qualified individuals from serving as directors. However, THE FUNDS is in favor of inserting cautionary language when the average director tenure on the board exceeds 15 years for the entire board.    AGAINST
The Funds will vote for proposals to establish a mandatory retirement age for directors provided that such retirement age is not less than 65.    FOR
Board Powers/Procedures/Qualifications   
THE FUNDS will consider on a case-by-case basis proposals to amend the corporation’s By-laws so that the Board of Directors shall have the power,    CASE-BY-CASE

 

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

 

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However, a requirement that a 75% or greater vote be obtained for removal of directors is abusive and will warrant a vote against the proposal.    AGAINST
Board Vacancies   
THE FUNDS will vote against proposals that allow the board to fill vacancies without shareholder approval as these authorizations run contrary to basic shareholders’ rights.    AGAINST
Alternatively, THE FUNDS will vote for proposals that permit shareholders to elect directors to fill board vacancies.    FOR
Cumulative Voting   
THE FUNDS will vote on proposals to permit or eliminate cumulative voting on a case-by-case basis based upon the existence of a counter balancing governance structure and company performance, in accordance with its proxy voting guideline philosophy.    CASE-BY-CASE
THE FUNDS will vote for against cumulative voting if the board is elected annually.    AGAINST
Board Size   
THE FUNDS will vote for proposals that seek to fix the size of the board, as the ability for management to increase or decrease the size of the board in the face of a proxy contest may be used as a takeover defense.    FOR
However, if the company has cumulative voting, downsizing the board may decrease a minority shareholder’s chances of electing a director.   
By increasing the size of the board, management can make it more difficult for dissidents to gain control of the board. Fixing the size of the board also prevents a reduction in the board size as a means to oust independent directors or those who cause friction within an otherwise homogenous board.   
Shareholder Rights Plan (Poison Pills)   
THE FUNDS will generally vote for proposals that request a company to submit its poison pill for shareholder ratification.    FOR
Alternatively, THE FUNDS will analyze proposals to redeem a company’s poison pill, or requesting the ratification of a poison pill on a case-by-case basis.    CASE-BY-CASE

 

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Poison pills are one of the most potent anti-takeover measures and are generally adopted by boards without shareholder approval. These plans harm shareholder value and entrench management by deterring stock acquisition offers that are not favored by the board.   
Fair Price Provisions   
THE FUNDS will consider fair price provisions on a case-by-case basis, evaluating factors such as the vote required to approve the proposed mechanism, the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.    CASE-BY-CASE
THE FUNDS will vote against fair price provisions with shareholder vote requirements of 75% or more of disinterested shares.    AGAINST
Greenmail   
THE FUNDS will generally vote in favor of proposals limiting the corporation’s authority to purchase shares of common stock (or other outstanding securities) from a holder of a stated interest (5% or more) at a premium unless the same offer is made to all shareholders. These are known as “anti-greenmail” provisions. Greenmail discriminates against rank-and-file shareholders and may have an adverse effect on corporate image.    FOR
If the proposal is bundled with other charter or bylaw amendments, THE FUNDS will analyze such proposals on a case-by-case basis. In addition, THE FUNDS will analyze restructurings that involve the payment of pale greenmail on a case-by-case basis.    CASE-BY-CASE
Voting Rights   
THE FUNDS will vote for proposals that seek to maintain or convert to a one-share, one-vote capital structure as such a principle ensures that management is accountable to all the company’s owners.    FOR

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

   AGAINST

 

Dual Class/Multiple-Voting Stock

 

  
THE FUNDS will vote against proposals that authorize, amend or increase dual class or multiple-voting stock which may be used in exchanges or    AGAINST

 

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recapitalizations. Dual class or multiple-voting stock carry unequal voting rights, which differ from those of the broadly traded class of common stock.   
Alternatively, THE FUNDS will vote for the elimination of dual class or multiple-voting stock, which carry different rights than the common stock.    FOR
Confidential Voting   
THE FUNDS will vote for proposals to adopt confidential voting.    FOR
Vote Tabulations   
THE FUNDS will vote against proposals asking corporations to refrain from counting abstentions and broker non-votes in their vote tabulations and to eliminate the company’s discretion to vote unmarked proxy ballots. Vote counting procedures are determined by a number of different standards, including state law, the federal proxy rules, internal corporate policies, and mandates of the various stock exchanges.    AGAINST
Equal Access to the Proxy   
THE FUNDS will evaluate Shareholder proposals requiring companies to give shareholders access to the proxy ballot for the purpose of nominating board members, on a case-by-case basis taking into account the ownership threshold proposed in the resolution and the proponent’s rationale for the proposal at the targeted company in terms of board and director conduct.    CASE-BY-CASE
Disclosure of Information   
THE FUNDS will vote against shareholder proposals requesting fuller disclosure of company policies, plans, or business practices. Such proposals rarely enhance shareholder return and in many cases would require disclosure of confidential business information.    AGAINST
Annual Meetings   
THE FUNDS will vote for proposals to amend procedures or change date or location of the annual meeting. Decisions as to procedures, dates or locations of meetings are best placed with management.    FOR
Alternatively, THE FUNDS will vote against proposals from shareholders calling for a change in the location or date of annual meetings as no date or location proposed will be acceptable to all shareholders.    AGAINST
THE FUNDS will generally vote in favor of proposals to reduce the quorum necessary for shareholders’ meetings, subject to a minimum of a simple    FOR

 

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majority of the company’s outstanding voting shares.

 

Shareholder Advisory Committees/Independent Inspectors

  
THE FUNDS will vote against proposals seeking to establish shareholder advisory committees or independent inspectors. The existence of such bodies dilutes the responsibility of the board for managing the affairs of the corporation.    AGAINST
Technical Amendments to the Charter of Bylaws   
THE FUNDS will generally vote in favor of charter and bylaw amendments proposed solely to conform to modern business practices, for simplification, or to comply with what management’s counsel interprets as applicable law.    FOR
However, amendments that have a material effect on shareholder’s rights will be considered on a case-by-case basis.    CASE-BY-CASE
Bundled Proposals   
THE FUNDS will vote for bundled or “conditional” proxy proposals on a case-by-case basis, as THE FUNDS will examine the benefits and costs of the packaged items, and determine if the effect of the conditioned items are in the best interests of shareholders.    CASE-BY-CASE
Dividends   
THE FUNDS will vote for proposals to allocate income and set dividends.    FOR
THE FUNDS will also vote for proposals that authorize a dividend reinvestment program as it allows investors to receive additional stock in lieu of a cash dividend.    FOR
However, if a proposal for a special bonus dividend is made that specifically rewards a certain class of shareholders over another, THE FUNDS will vote against the proposal.    AGAINST
THE FUNDS will also vote against proposals from shareholders requesting management to redistribute profits or restructure investments. Management is best placed to determine how to allocate corporate earnings or set dividends.    AGAINST

 

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Reduce the Par Value of the Common Stock   
THE FUNDS will vote for proposals to reduce the par value of common stock.    FOR
Preferred Stock Authorization   
THE FUNDS will generally vote for proposals to create preferred stock in cases where the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights, or where the stock may be used to consummate beneficial acquisitions, combinations or financings.    FOR
Alternatively, THE FUNDS will vote against proposals to authorize or issue preferred stock if the board has asked for the unlimited right to set the terms and conditions for the stock and may issue it for anti-takeover purposes without shareholder approval (blank check preferred stock).    AGAINST
In addition, THE FUNDS will vote against proposals to issue preferred stock if the shares to be used have voting rights greater than those available to other shareholders.    AGAINST
THE FUNDS will vote for proposals to require shareholder approval of blank check preferred stock issues for other than general corporate purposes (white squire placements).    FOR
Preemptive Rights   
THE FUNDS will generally vote for proposals to eliminate preemptive rights. Preemptive rights are unnecessary to protect shareholder interests due to the size of most modern companies, the number of investors and the liquidity of trading.    FOR
Share Repurchase Plans   
THE FUNDS will vote for share repurchase plans, unless:    FOR

•    there is clear evidence of past abuse of the authority; or

  

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

   AGAINST
Corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns.    AGAINST
Executive and Director Compensation Plans   
THE FUNDS will analyze on a case-by-case basis proposals on executive or director compensation plans, with the view that viable compensation programs reward the creation of stockholder wealth by having high payout    CASE-BY-CASE

 

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

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

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

 

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

 

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

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

   AGAINST
Disclosure on Executive or Director Compensation Cap or Restrict Executive or Director Compensation   
THE FUNDS will generally vote for shareholder proposals requiring companies to report on their executive retirement benefits (deferred compensation, split-dollar life insurance, SERPs, and pension benefits.    FOR
THE FUNDS will generally vote for shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote, unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.    FOR
THE FUNDS will generally vote against proposals seek to limit executive and director pay.    AGAINST
Tax-Gross-Up Payments   
THE FUNDS will examine on a case-by-case basis proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives.    CASE-BY-CASE

 

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Relocation Benefits   
The FUNDS will not consider relocation benefits as a problematic pay practice in connection with management say-on-pay proposals.   
Exchange Offers/Re-Pricing   
The FUNDS will not vote against option exchange programs made available to executives and directors that are otherwise found acceptable.   
Golden and Tin Parachutes   
THE FUNDS will vote for proposals that seek shareholder ratification of golden or tin parachutes as shareholders should have the opportunity to approve or disapprove of these severance agreements.    FOR
Alternatively, THE FUNDS will examine on a case-by-case basis proposals that seek to ratify or cancel golden or tin parachutes. Effective parachutes may encourage management to consider takeover bids more fully and may also enhance employee morale and productivity. Among the arrangements that will be considered on their merits are:    CASE-BY-CASE

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

  

•    guarantees of benefits if a key employee voluntarily terminates;

  

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

  

•    indemnification of liability for excise taxes.

  
By contrast, THE FUNDS will vote against proposals that would guarantee benefits in a management-led buyout.    AGAINST
Stakeholder Laws   
THE FUNDS will vote against resolutions that would allow the Board to consider stakeholder interests (local communities, employees, suppliers, creditors, etc.) when faced with a takeover offer.    AGAINST
Similarly, THE FUNDS will vote for proposals to opt out of stakeholder laws, which permit directors, when taking action, to weight the interests of constituencies other than shareholders in the process of corporate decision-making. Such laws allow directors to consider nearly any factor they deem relevant in discharging their duties.    FOR

 

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Mergers/Acquisitions and Corporate Restructurings   
THE FUNDS will consider proposals on mergers and acquisitions on a case-by-case basis. THE FUNDS will determine if the transaction is in the best economic interests of the shareholders. THE FUNDS will take into account the following factors:    CASE-BY-CASE

•    anticipated financial and operating benefits;

  

•    offer price (cost versus premium);

  

•    prospects for the combined companies;

  

•    how the deal was negotiated;

  

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

  
In addition, THE FUNDS will also consider whether current shareholders would control a minority of the combined company’s outstanding voting power, and whether a reputable financial advisor was retained in order to ensure the protection of shareholders’ interests.    CASE-BY-CASE
On all other business transactions, i.e. corporate restructuring, spin-offs, asset sales, liquidations, and restructurings, THE FUNDS will analyze such proposals on a case-by-case basis and utilize the majority of the above factors in determining what is in the best interests of shareholders. Specifically, for liquidations, the cost versus premium factor may not be applicable, but THE FUNDS may also review the compensation plan for executives managing the liquidation.    CASE-BY-CASE
Appraisal Rights   
THE FUNDS will vote for proposals to restore, or provide shareholders with rights of appraisal.    FOR
Rights of appraisal provide shareholders who are not satisfied with the terms of certain corporate transactions (such as mergers) the right to demand a judicial review in order to determine the fair value of their shares.   
Mutual Fund Proxies   
THE FUNDS will vote mutual fund proxies on a case-by-case basis. Proposals may include, and are not limited to, the following issues:    CASE-BY-CASE

•    eliminating the need for annual meetings of mutual fund shareholders;

  

•    entering into or extending investment advisory agreements and management contracts;

  

•    permitting securities lending and participation in repurchase agreements;

  

•    changing fees and expenses; and

  

•    changing investment policies.

  

 

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APPENDIX B TO

PROXY VOTING POLICIES AND PROCEDURES

Members of Funds Management Proxy Voting Committee

Thomas C. Biwer, CFA

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

Erik J. Sens, CFA

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

Travis L. Keshemberg, CFA

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

Aldo Ceccarelli, CFA

Mr. Ceccarelli has over 14 years of investment industry experience. He has served as Fixed Income Analyst with responsibilities including portfolio manager selection and performance. He earned his bachelor’s degree in business administration with an emphasis in economics from Santa Clara University. He has earned the right to use the CFA designation and is a member of the CFA Institute and the CFA society of San Francisco.

Melissa Duller, CIMA, CFA

Ms. Duller has over 16 years of experience in the investment industry. She has served as an investment analyst, provides oversight for domestic equity strategies and assists with investment communications for core equity mutual funds, sector specific mutual funds, and closed-end funds. She has also provided research and communications for growth equity and international equity strategies as well as short-term and tax advantaged fixed income products. In addition, she has served as a regional investment manager for high net worth individuals, personal trusts, and charitable foundations.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

PORTFOLIO MANAGERS

Timothy O’Brien, CFA

Mr. O’Brien is a managing partner at Crow Point Partners LLC. Prior to founding Crow Point in 2006, he was a managing director and senior portfolio manager with the Value Equity team of Evergreen Investments’ Equity Management group.


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Mr. O’Brien has been in the investment management industry since 1983.

Kandarp Acharya, CFA, FRM

Mr. Acharya is a senior portfolio manager on the Wells Capital Management Solutions team. He joined WellsCap in 2013 from Wells Fargo’s Wealth Management Group (WMG) where he led their Advanced Analytics and Quantitative Research Group. At WMG, he led the development of RiskOptics, a patent-pending multi-asset risk model, as well as the development and implementation of quantitative tactical allocation models as a member of their Asset Allocation Committee. Earlier in his career, Kandarp served in various capacities at Strong Capital Management, including fixed income research, risk management, and overlay portfolio management. He earned his bachelor’s degree in electronics engineering from the Maharaja Sayajirao University in India, master’s degree in electrical and computer engineering from Marquette University, and a master’s in business administration from the University of Chicago. Kandarp has earned the right to use the CFA and FRM designations.

Christian Chan, CFA

Mr. Chan is the head of the Customized Investment Solutions team at Wells Capital Management. In this capacity, he develops and manages multi-asset investment solutions for institutional clients. Christian joined WellsCap in 2013 from Wells Fargo Funds Management where he served as the head of investments since 2002. Prior to this, he worked as director of investments at Power Advisors, LLC and as a senior analyst with Asset Strategy Consulting. Christian has been in the investment industry since 1997. He earned his bachelor’s degree in American studies from the University of California, Los Angeles. He has earned the right to use the CFA designation.

OTHER FUNDS AND ACCOUNTS MANAGED

The following table provides information about the registered investment companies and other pooled investment vehicles and accounts managed by the portfolio manager of the Fund as of the Fund’s most recent year ended October 31, 2015.

Timothy O’Brien

 

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

Number of above accounts

     2         0         0   

Total assets of above accounts (millions)

   $ 5,132.48       $ 85       $ 0.0   

performance based fee accounts:

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

Number of above accounts

     0         0         0   

Total assets of above accounts (millions)

   $ 0.0       $ 0.0       $ 0.0   

Kandarp Acharya

 

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

Number of above accounts

     13         1         7   

Total assets of above accounts (millions)

   $ 4,885.27       $ 0       $ 0   

performance based fee accounts:

 

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

Number of above accounts

     0         0         0   

Total assets of above accounts (millions)

   $ 0.0       $ 0.0       $ 0.0   


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Christian Chan

 

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

Number of above accounts

     13         1         7   

Total assets of above accounts (millions)

   $ 4,885.27       $ 1,002       $ 160   

performance based fee accounts:

 

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

Number of above accounts

     0         0         0   

Total assets of above accounts (millions)

   $ 0.0       $ 0.0       $ 0.0   

MATERIAL CONFLICTS OF INTEREST

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

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

Crow Point.

Crow Point manages other investment vehicles, including some that may have investment objectives and strategies similar to the Fund’s. The management of multiple funds and other accounts may require the portfolio manager to devote less than all of his or her time to the Fund, particularly if the other funds and accounts have different objectives, benchmarks and time horizons. The portfolio manager may also be required to allocate his or her investment ideas across multiple funds and accounts. In addition, if a portfolio manager identifies a limited investment opportunity, such as an initial public offering, that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to, for example, an allocation of that investment across all eligible funds and accounts. Further, security purchase and sale orders for multiple accounts often are aggregated for purpose of execution. Although such aggregation generally benefits clients, it may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. It may also happen that the Fund’s advisor or subadvisor will determine that it would be in the best interest, and consistent with the investment policies, of another account to sell a security (including by means of a short sale) that the Fund holds long, potentially resulting in a decrease in the market value of the security held by the Fund.


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The structure of a portfolio manager’s or an investment advisor’s compensation may create an incentive for the portfolio manager or investment advisor to favor accounts whose performance has a greater impact on such compensation. The portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such accounts. Similarly, if a portfolio manager holds a larger personal investment in one fund than he or she does in another, the portfolio manager may have an incentive to favor the fund in which he or she holds a larger stake.

In general, Crow Point has policies and procedures that attempt to address the various potential conflicts of interest described above. However, there is no guarantee that such procedures will detect or address each and every situation where a conflict arises.

All employees of Crow Point are bound by the company’s Code of Ethics and compliance policies and procedures. Crow Point’s chief compliance officer monitors and reviews compliance regularly. Crow Point’s Code of Ethics and compliance procedures have been reviewed and accepted by Wells Fargo Funds Management. In addition, side-by-side trading rules have been agreed between Wells Fargo Funds Management and Crow Point as part of existing sub-advisory arrangements which are intended to ensure that shareholders of the sub-advised Wells Fargo funds are treated equitably by Crow Point with respect to investments, trading and allocations.

Wells Capital Management

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

COMPENSATION

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

Crow Point. Portfolio managers at Crow Point are paid a fixed salary and participate in the profits of the firm in proportion to their equity ownership in the firm.

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

BENEFICIAL OWNERSHIP OF THE FUND

The following table shows for each Portfolio Manager the dollar value of the Fund beneficially owned by the Portfolio Manager as of October 31, 2015:

 

Timothy O’Brien

     $10,000-50,000   

Kandarp Acharya

     none   

Christian Chan

     none   

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.


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ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

ITEM 11. CONTROLS AND PROCEDURES

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

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

ITEM 12. EXHIBITS

(a)(1) Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as Exhibit COE.

(a)(2) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)(3) Not applicable.

(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is filed and attached hereto as Exhibit 99.906CERT.


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SIGNATURES

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

 

Wells Fargo Global Dividend Opportunity Fund
By:   /s/ Karla M. Rabusch
 

Karla M. Rabusch

President

Date: December 22, 2015

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

 

Wells Fargo Global Dividend Opportunity Fund
By:   /s/ Karla M. Rabusch
 

Karla M. Rabusch

President

Date: December 22, 2015
By:   /s/ Nancy Wiser
 

Nancy Wiser

Treasurer

Date: December 22, 2015