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- 22005
Wells Fargo Advantage 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)
Registrants telephone number, including area code: 800-222-8222
Date of fiscal year end: October 31, 2012
Date of reporting period: October 31, 2012
ITEM 1. REPORT TO SHAREHOLDERS
Wells Fargo Advantage
Global Dividend Opportunity Fund
Annual Report
October 31, 2012
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.
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The Fund has filed with the New York Stock Exchange (NYSE) its chief executive officer certification regarding compliance with the NYSEs 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.
The views expressed and any forward-looking statements are as of October 31, 2012, 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 Advantage 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, disclaims any obligation to publicly update or revise any views expressed or forward-looking statements.
NOT FDIC INSURED ¡ NO BANK GUARANTEE ¡ MAY LOSE VALUE
2 | Wells Fargo Advantage Global Dividend Opportunity Fund | Letter to shareholders (unaudited) |
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 stocks weight in the index proportionate to its market value. You cannot invest directly in an index. |
2. | The Morgan Stanley Capital International Europe, Australasia, and Far East (MSCI EAFE) Index (Net) is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia, and the Far East. 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. |
Letter to shareholders (unaudited) | Wells Fargo Advantage Global Dividend Opportunity Fund | 3 |
A relatively solid U.S. economy helped U.S. stocks outperform international stocks.
For most of the period, U.S. economic data remained moderately positive. Reported gross domestic product (GDP) came in at a 1.3% annualized rate in the third quarter of 2011 and then accelerated to a 4.1% annualized rate in the fourth quarter of 2011. Although GDP growth slowed to a 2.0% annualized rate in the first quarter of 2012, a 1.3% annualized rate in the second quarter of 2012, and again a 2.0% annualized rate in the third quarter of 2012, continued economic growth in the U.S. contrasted with the more uncertain picture in Europe. The unemployment rate was a notable exception to generally positive U.S. economic news. Although the unemployment rate declinedfrom 8.7% in November 2011 to 7.9% in October 2012at least part of the decline could be attributed to a decline in the labor force. (People are only counted as unemployed if they are officially looking for work.) The relatively positive outlook for the U.S. economy generally resulted in a strong domestic stock market and the S&P 500 Index1 ended the period with a 15.21% gain.
By contrast, economic growth for the 17 countries that comprise the eurozone turned negative in the fourth quarter of 2011, came in flat for the first quarter of 2012, but then turned negative again in the second quarter of 2012. Southern European countries such as Greece, Italy, and Spain continued to grapple with high debt levels, government austerity programs aimed at paying down the debt, and slower economic growth. Since southern European countries are a source of demand for exporters, even stronger, export-driven economies such as Germany were affected by southern Europes weakness. The MSCI EAFE Index (Net)2 ended the 12-month period with a moderate 4.61% gain.
We remain committed to our investment strategies, even as many variables are at work in the market.
The full effect of the sovereign debt crisis remains unknown. Elevated unemployment and mortgage debt defaults continue to pressure consumers and businesses alike. For many investors, simply building and maintaining a well-diversified3 investment plan focused on clear financial objectives is the best long-term strategy.
Thank you for choosing to invest with Wells Fargo Advantage Funds. We appreciate your confidence in us and remain committed to helping you meet your financial needs. For current information about your fund investments, contact your investment professional, visit our website at wellsfargoadvantagefunds.com, or call us directly at 1-800-222-8222. We are available 24 hours a day, 7 days a week.
Sincerely,
Karla M. Rabusch
President
Wells Fargo Advantage Funds
3. | Diversification does not assure or guarantee better performance and cannot eliminate the risk of investment losses. |
For most of the period, U.S. economic data remained moderately positive.
4 | Wells Fargo Advantage Global Dividend Opportunity Fund | Letter to shareholders (unaudited) |
Notice to shareholders
At its November 6-7, 2012 meeting, the Board of Trustees unanimously approved the following modifications to the Funds principal investment strategies; each change became effective on November 7, 2012:
The Funds principal investment strategy has been changed to expressly reflect that it will primarily invest in common and/or preferred stocks of U.S. and non-U.S. companies and other equity securities that offer an above-average potential for current and/or future dividends. This change reflects an increase in the portion of the Funds portfolio that is normally invested in preferred stocks, which typically provide greater income potential than common stocks.
In addition, because the majority of preferred stock investments are expected to be in U.S. companies, the normal allocation range for foreign investment has been modified to be a typical range of 30% to 70% of the Funds total assets in foreign securities, rather than a typical range of 40% to 70% of the Funds total assets in foreign securities.
In employing its dividend capture strategy, the Fund purchases stock before the ex-dividend date so it becomes entitled to the dividend and then typically sells the stock on or after the ex-dividend date. Over time, in a non-rising market, this strategy may 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. In light of this, the Fund expects to use dividend capture to a lesser extent.
Please contact your investment professional or call us directly at 1-800-222-8222 if you have any questions on this Notice to Shareholders.
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6 | Wells Fargo Advantage Global Dividend Opportunity Fund | Performance highlights (unaudited) |
Derivatives involve additional risks, including interest-rate risk, credit risk, the risk of improper valuation, and the risk of non-correlation to the relevant instruments they are designed to hedge or closely track. There are numerous risks associated with transactions in options on securities. 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 premiums received) should the price of the Funds portfolio securities decline. Similar risks are involved with writing call options on individual securities held in the Funds 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 Funds 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 stocks 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.
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 period. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Funds Automatic Dividend Reinvestment Plan. Total returns do not reflect brokerage commissions or sales charges. If these charges were included, the returns would be lower. |
2. | This chart does not reflect any brokerage commissions or sales charges. |
Performance highlights (unaudited) | Wells Fargo Advantage Global Dividend Opportunity Fund | 7 |
MANAGERS DISCUSSION
The Fund returned 9.79% during the 12 months ended October 31, 2012, based on market value. During the same period, the Funds return based on NAV was 5.87%.
Strategy
For financial markets, the 12-month period that ended October 31, 2012 was defined primarily by the economic crisis in Europe. Mounting worries about the stability of the European Monetary Union and the viability of its currency, the euro, caused substantial volatility in European markets, which led to a ripple effect on other global markets. Further complicating this investment picture was the fact that a significant component of European risk we feel can be characterized as event risk; that is, the susceptibility of the markets to highly uncertain, usually non-financial events such as an election or the statements of high-ranking officials. A vote or comment could cause markets to soar or plummet depending on investor perceptions of its deeper meaning. These are especially difficult risks for an investor to analyze or assign a level of confidence.
The Fund typically invests some of its assets in high-dividend-paying European stocks in order to capture a substantial portion of its targeted income. However, macroeconomic concerns related to the ongoing credit crisis within the eurozone have depressed European equities and created a great deal of volatility. Within the equity portfolio, we chose to minimize European exposure for most of the reporting period.
Within the option overlay portfolio, we took a conservative approach to writing calls on global stock market indexes, especially in Europe. We broadened the markets against which we wrote calls to decrease the strategys exposure to the volatility in Europe. New countries that we incorporated into the strategy include Japan, the United Kingdom, and select emerging market countries. In addition, because of the heightened uncertainty, we were able to earn attractive premiums in many countries even in the positions that typically garner lower premiums.
3. | The ten largest holdings are calculated based on the value of the securities divided by total net assets of the Fund. Holdings are subject to change and may have changed since the date specified. |
4. | Percentages are subject to change and are calculated based on the total long-term investments of the Fund. |
8 | Wells Fargo Advantage Global Dividend Opportunity Fund | Performance highlights (unaudited) |
Within the option overlay portfolio, August was a difficult month for performance. Beginning on July 24, 2012, several high-ranking European officials made strong, positive comments about the future of the euro, which caused European stock markets to rise sharply. In the six weeks following those comments, European markets rose between 15% and 35%, depending on the country. This sharp, abrupt rise in the markets created losses on many written call positions for the Fund in August.
Management outlook
Going forward, we anticipate increasing preferred stock positions within the stock portfolio to attempt to increase portfolio yield. In light of this, the Fund expects to use dividend capture to a lesser extent. We will continue to watch Europe for signs of political and economic stability and a possibly more attractive investment environment.
Looking at the option overlay portfolio, we expect stock market volatility to remain elevated over the short term. The ongoing struggles in Europe and the impending fiscal cliff in the United States may keep the levels of uncertainty high. We believe this environment may create some attractive investment opportunities for relatively conservative risk positioning. We will continue to broaden the number of markets against which we write calls. Those new markets include Australia, Canada, China, and Switzerland. Longer-term, we expect to see event-risk decline and markets focus more intently on economic growth, jobs, and corporate earnings. If this occurs, volatility should drop, reducing risk and diminishing option premiums commensurately.
Portfolio of investmentsOctober 31, 2012 | Wells Fargo Advantage Global Dividend Opportunity Fund | 9 |
Security name | Shares | Value | ||||||||||
Common Stocks: 68.94% |
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Brazil: 0.21% | ||||||||||||
Telefonica Brasil ADR (Telecommunication Services, Diversified Telecommunication Services) |
38,750 | $ | 853,275 | |||||||||
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France: 7.66% | ||||||||||||
France Telecom SA (Telecommunication Services, Diversified Telecommunication Services) |
1,300,000 | 14,494,320 | ||||||||||
Suez Environnement Company SA (Industrials, Commercial Services & Supplies) |
230,000 | 2,442,451 | ||||||||||
Veolia Environnement SA (Utilities, Water Utilities) |
200,000 | 1,979,739 | ||||||||||
Vivendi SA (Telecommunication Services, Wireless Telecommunication Services) |
594,166 | 12,156,469 | ||||||||||
31,072,979 | ||||||||||||
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Germany: 2.35% | ||||||||||||
Deutsche Post AG (Industrials, Air Freight & Logistics) |
480,000 | 9,515,810 | ||||||||||
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Italy: 15.15% | ||||||||||||
Enel SpA (Utilities, Electric Utilities) |
3,300,000 | 12,404,150 | ||||||||||
ENI SpA (Energy, Oil, Gas & Consumable Fuels) |
800,000 | 18,363,845 | ||||||||||
Hera SpA (Utilities, Electric Utilities) |
9,080,402 | 15,300,425 | ||||||||||
Telecom Italia SpA (Telecommunication Services, Diversified Telecommunication Services) |
9,000,000 | 7,185,852 | ||||||||||
TERNA SpA (Utilities, Electric Utilities) |
2,175,000 | 8,175,462 | ||||||||||
61,429,734 | ||||||||||||
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Netherlands: 3.59% | ||||||||||||
D.E Master Blenders 1753 NV (Consumer Staples, Food Products) |
1,100,000 | 13,443,532 | ||||||||||
VimpelCom Limited ADR (Telecommunication Services, Wireless Telecommunication Services) |
100,000 | 1,102,000 | ||||||||||
14,545,532 | ||||||||||||
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Norway: 1.00% | ||||||||||||
Seadrill Limited (Energy, Energy Equipment & Services) |
100,000 | 4,034,000 | ||||||||||
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Portugal: 0.49% | ||||||||||||
Portugal Telecom Society of Graduate & Professional Students SA ADR (Telecommunication Services, Diversified Telecommunication Services) |
400,000 | 2,004,000 | ||||||||||
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Spain: 2.54% | ||||||||||||
Red Electrica de Espana (Utilities, Electric Utilities) |
220,000 | 10,315,405 | ||||||||||
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Sweden: 0.82% | ||||||||||||
Tele2 AB Series B (Telecommunication Services, Wireless Telecommunication Services) |
200,000 | 3,337,907 | ||||||||||
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Turkey: 3.00% | ||||||||||||
Turkcell Iletisim Hizmetleri AS ADR (Telecommunication Services, Wireless Telecommunication Services) |
800,000 | 12,152,000 | ||||||||||
|
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United Kingdom: 10.35% | ||||||||||||
National Grid plc (Utilities, Electric Utilities) |
250,000 | 2,850,284 | ||||||||||
Severn Trent plc (Utilities, Water Utilities) |
400,000 | 10,366,724 | ||||||||||
United Utilities Group plc (Utilities, Water Utilities) |
390,223 | 4,263,218 | ||||||||||
Vodafone Group plc ADR (Telecommunication Services, Wireless Telecommunication Services) |
900,000 | 24,498,000 | ||||||||||
41,978,226 | ||||||||||||
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The accompanying notes are an integral part of these financial statements.
10 | Wells Fargo Advantage Global Dividend Opportunity Fund | Portfolio of investmentsOctober 31, 2012 |
Security name | Shares | Value | ||||||||||||
United States: 21.78% | ||||||||||||||
Ameresco Incorporated Class A (Industrials, Building Products) |
131,000 | $ | 1,448,860 | |||||||||||
Chatham Lodging Trust (Financials, REITs) |
550,000 | 7,122,500 | ||||||||||||
Choice Hotels International Incorporated (Consumer Discretionary, Hotels, Restaurants & Leisure) |
147,160 | 4,604,636 | ||||||||||||
Convergys Corporation (Information Technology, IT Services) |
25,000 | 420,250 | ||||||||||||
DISH Network Corporation (Consumer Discretionary, Media) |
400,000 | 14,252,000 | ||||||||||||
Duke Energy Corporation (Utilities, Electric Utilities) |
120,000 | 7,882,800 | ||||||||||||
Excel Trust Incorporated (Financials, REITs) |
1,175,000 | 14,452,500 | ||||||||||||
Hatteras Financial Corporation (Financials, REITs) |
500,000 | 13,635,000 | ||||||||||||
IDACORP Incorporated (Utilities, Electric Utilities) |
100,000 | 4,472,000 | ||||||||||||
PG&E Corporation (Utilities, Multi-Utilities) |
55,000 | 2,338,600 | ||||||||||||
Preferred Apartment Communities Incorporated (Financials, Real Estate Management & Development) |
410,000 | 3,304,600 | ||||||||||||
Public Service Enterprise Group Incorporated (Utilities, Multi-Utilities) |
100,000 | 3,204,000 | ||||||||||||
Ryman Hospitality Properties Incorporated (Consumer Discretionary, Hotels, Restaurants & Leisure) |
100,000 | 3,901,000 | ||||||||||||
SCANA Corporation (Utilities, Multi-Utilities) |
50,000 | 2,454,000 | ||||||||||||
Shenandoah Telecommunications Company (Telecommunication Services, Wireless Telecommunication Services) |
249,999 | 3,929,983 | ||||||||||||
Whitestone REIT (Financials, REITs) |
65,000 | 875,550 | ||||||||||||
88,298,279 | ||||||||||||||
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Total Common Stocks (Cost $306,703,106) |
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279,537,147 | ||||||||||||
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Investment Companies: 1.25% |
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Sandridge Mississippian Trust II |
125,000 | 2,478,750 | ||||||||||||
Tortoise MLP Fund Incorporated |
100,000 | 2,578,000 | ||||||||||||
Total Investment Companies (Cost $5,151,500) |
|
5,056,750 | ||||||||||||
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Dividend yield | ||||||||||||||
Preferred Stocks: 25.02% |
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Canada: 0.37% | ||||||||||||||
Nexen Incorporated (Energy, Oil, Gas & Consumable Fuels) |
7.35 | % | 59,058 | 1,504,798 | ||||||||||
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Netherlands: 1.26% | ||||||||||||||
Aegon NV (Financials, Insurance) |
8.00 | 155,000 | 4,349,688 | |||||||||||
ING Groep NV (Financials, Diversified Financial Services) |
6.38 | 30,785 | 753,925 | |||||||||||
5,103,613 | ||||||||||||||
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United Kingdom: 0.05% | ||||||||||||||
National Westminster Bank plc (Financials, Commercial Banks) |
7.76 | 9,000 | 223,920 | |||||||||||
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|
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United States: 23.34% | ||||||||||||||
AG Mortgage Investment Trust Incorporated Series A (Financials, REITs) |
8.25 | 75,000 | 1,911,750 | |||||||||||
AG Mortgage Investment Trust Incorporated Series B (Financials, REITs) |
8.00 | 125,000 | 3,148,750 | |||||||||||
Annaly Capital Management Incorporated Series C (Financials, REITs) |
7.63 | 25,000 | 639,500 | |||||||||||
Annaly Capital Management Incorporated Series D (Financials, REITs) |
7.50 | 45,000 | 1,145,250 | |||||||||||
Ares Capital Corporation (Financials, Capital Markets) |
5.88 | 45,000 | 1,123,650 | |||||||||||
Argo Group US Incorporated (Financials, Insurance) |
6.50 | 29,000 | 729,350 | |||||||||||
Bank of America Corporation Series 5 (Financials, Commercial Banks) |
4.00 | 40,000 | 882,800 |
The accompanying notes are an integral part of these financial statements.
Portfolio of investmentsOctober 31, 2012 | Wells Fargo Advantage Global Dividend Opportunity Fund | 11 |
Security name | Dividend yield | Shares | Value | |||||||||||
United States (continued) | ||||||||||||||
Bank of America Corporation Series 8 (Financials, Commercial Banks) |
8.63 | % | 40,000 | $ | 1,040,000 | |||||||||
Bank of New York Mellon Corporation (Financials, Commercial Banks) |
5.20 | 200,000 | 5,032,000 | |||||||||||
Branch Banking &Trust Corporation (Financials, Commercial Banks) |
5.63 | 100,000 | 2,555,000 | |||||||||||
Capital One Financial Corporation (Financials, Consumer Finance) |
6.00 | 80,000 | 2,008,800 | |||||||||||
CBL & Associates Properties Incorporated (Financials, REITs) |
6.63 | 24,000 | 606,000 | |||||||||||
Cedar Realty Trust Incorporated (Financials, REITs) |
7.25 | 75,000 | 1,857,750 | |||||||||||
Citigroup Capital X (Financials, Commercial Banks) |
6.10 | 469 | 11,744 | |||||||||||
Commonwealth REIT (Financials, REITs) |
5.75 | 50,000 | 1,228,500 | |||||||||||
Countrywide Capital V (Financials, Diversified Financial Services) |
7.00 | 114,110 | 2,860,738 | |||||||||||
DDR Corporation (Financials, REITs) |
6.50 | 167,000 | 4,169,990 | |||||||||||
Deutsche Bank Contingent Capital Trust V (Financials, Commercial Banks) |
8.05 | 100,220 | 2,776,094 | |||||||||||
Discover Financial Services (Financials, Consumer Finance) |
6.50 | 69,000 | 1,756,050 | |||||||||||
DTE Energy Company (Utilities, Multi-Utilities) |
6.50 | 26,900 | 766,112 | |||||||||||
Duquesne Light Company (Utilities, Electric Utilities) |
6.50 | 105,000 | 5,250,000 | |||||||||||
Dynex Capital Incorporated (Financials, REITs) |
8.50 | 75,000 | 1,943,250 | |||||||||||
Entertainment Properties Trust (Financials, REITs) |
6.63 | 75,000 | 1,875,000 | |||||||||||
First Republic Bank (Financials, Commercial Banks) |
6.20 | 50,000 | 1,295,500 | |||||||||||
General Electric Capital Corporation (Industrials, Industrial Conglomerates) |
4.88 | 190,000 | 4,750,000 | |||||||||||
Glimcher Realty Trust (Financials, REITs) |
7.50 | 50,000 | 1,291,000 | |||||||||||
Hatteras Financial Corporation (Financials, REITs) |
7.63 | 110,000 | 2,789,600 | |||||||||||
Hercules Technology Grow Capital Incorporated (Financials, Capital Markets) |
7.00 | 45,000 | 1,137,150 | |||||||||||
HSBC Finance Corporation (Financials, Consumer Finance) |
6.36 | 29,000 | 732,830 | |||||||||||
Kite Realty Group Trust (Financials, REITs) |
8.25 | 25,000 | 657,500 | |||||||||||
KKR Financial Holdings (Financials, Diversified Financial Services) |
7.50 | 37,500 | 1,050,000 | |||||||||||
Maiden Holding Limited (Financials, Insurance) |
8.25 | 25,000 | 648,250 | |||||||||||
Northstar Realty Finance Corporation Series B (Financials, REITs) |
8.25 | 175,000 | 4,226,250 | |||||||||||
Northstar Realty Finance Corporation Series C (Financials, REITs) |
8.88 | 55,000 | 1,366,750 | |||||||||||
PG&E Corporation Series D (Utilities, Electric Utilities) |
5.00 | 186,000 | 4,655,580 | |||||||||||
PG&E Corporation Series I (Utilities, Electric Utilities) |
4.36 | 39,900 | 995,006 | |||||||||||
PS Business Parks Incorporated (Financials, REITs) |
6.00 | 28,000 | 725,200 | |||||||||||
Public Storage Series C (Financials, REITs) |
5.75 | 100,000 | 2,674,000 | |||||||||||
Public Storage Series V (Financials, REITs) |
5.38 | 50,000 | 1,277,000 | |||||||||||
Qwest Corporation (Telecommunication Services, Diversified Telecommunication Services) |
7.00 | 50,000 | 1,319,500 | |||||||||||
Qwest Corporation (Telecommunication Services, Diversified Telecommunication Services) |
7.50 | 75,000 | 2,056,500 | |||||||||||
Raymond James Financial (Financials, Diversified Financial Services) |
6.90 | 42,500 | 1,208,594 | |||||||||||
Red Lion Hotels Capital Trust (Consumer Discretionary, Hotels, Restaurants & Leisure) |
9.50 | 80,000 | 2,057,600 | |||||||||||
Regions Financial Corporation (Financials, Commercial Banks) |
6.38 | 25,000 | 621,250 | |||||||||||
Resource Capital Corporation Series A (Financials, REITs) |
8.50 | 30,000 | 763,500 | |||||||||||
Resource Capital Corporation Series B (Financials, REITs) |
8.25 | 25,000 | 625,250 | |||||||||||
SCE Trust I (Utilities, Electric Utilities) |
5.63 | 60,000 | 1,567,200 | |||||||||||
State Street Corporation (Financials, Capital Markets) |
5.25 | 18,000 | 464,940 | |||||||||||
Terreno Realty Corporation (Financials, REITs) |
7.75 | 48,000 | 1,248,000 | |||||||||||
Torchmark Corporation (Financials, Insurance) |
5.88 | 60,000 | 1,557,000 | |||||||||||
Triangle Capital Corporation (Financials, Capital Markets) |
6.38 | 90,000 | 2,261,700 | |||||||||||
Winthrop Realty Trust (Financials, REITs) |
9.25 | 75,000 | 2,000,250 | |||||||||||
Wisconsin Power & Light Company (Utilities, Electric Utilities) |
4.96 | 12,942 | 1,277,214 | |||||||||||
94,618,192 | ||||||||||||||
|
|
|||||||||||||
Total Preferred Stocks (Cost $96,780,850) |
|
101,450,523 | ||||||||||||
|
|
The accompanying notes are an integral part of these financial statements.
12 | Wells Fargo Advantage Global Dividend Opportunity Fund | Portfolio of investmentsOctober 31, 2012 |
Security name | Yield | Maturity date | Principal | Value | ||||||||||||
Short-Term Investments: 6.23% | ||||||||||||||||
Foreign Government Bonds @: 3.52% | ||||||||||||||||
German Treasury Bill (EUR) (z) |
0.03 | % | 2-13-13 | 11,000,000 | $ | 14,257,672 | ||||||||||
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Shares | ||||||||||||||||
Investment Companies: 2.71% | ||||||||||||||||
Wells Fargo Advantage Cash Investment Money Market Fund, Select Class (l)(u) |
0.17 | 11,008,086 | 11,008,086 | |||||||||||||
|
|
|||||||||||||||
Total Short-Term Investments (Cost $25,265,758) |
25,265,758 | |||||||||||||||
|
|
Total investments in securities | ||||||||
(Cost $433,901,214) * | 101.44 | % | 411,310,178 | |||||
Other assets and liabilities, net |
(1.44 | ) | (5,853,603 | ) | ||||
|
|
|
|
|||||
Total net assets | 100.00 | % | $ | 405,456,575 | ||||
|
|
|
|
| Non-income-earning security |
@ | Foreign bond principal is denominated in local currency. |
(z) | Zero coupon security. Rate represents yield to maturity at time of purchase. |
(l) | Investment in an affiliate |
(u) | Rate shown is the 7-day annualized yield at period end. |
* | Cost for federal income tax purposes is $438,165,325 and unrealized appreciation (depreciation) consists of: |
Gross unrealized appreciation |
$ | 21,375,230 | ||
Gross unrealized depreciation |
(48,230,377 | ) | ||
|
|
|||
Net unrealized depreciation |
$ | (26,855,147 | ) |
The accompanying notes are an integral part of these financial statements.
Statement of assets and liabilitiesOctober 31, 2012 | Wells Fargo Advantage Global Dividend Opportunity Fund | 13 |
Assets |
||||
Investments |
||||
In unaffiliated securities, at value (see cost below) |
$ | 400,302,092 | ||
In affiliated securities, at value (see cost below) |
11,008,086 | |||
|
|
|||
Total investments, at value (see cost below) |
411,310,178 | |||
Cash |
1,862,250 | |||
Segregated cash |
240,636 | |||
Foreign currency, at value (see cost below) |
12,663,929 | |||
Receivable for dividends |
2,715,554 | |||
Prepaid expenses and other assets |
5,667 | |||
|
|
|||
Total assets |
428,798,214 | |||
|
|
|||
Liabilities |
||||
Payable for investments purchased |
22,720,740 | |||
Written options, at value |
94,984 | |||
Advisory fee payable |
353,906 | |||
Due to other related parties |
18,627 | |||
Accrued expenses and other liabilities |
153,382 | |||
|
|
|||
Total liabilities |
23,341,639 | |||
|
|
|||
Total net assets |
$ | 405,456,575 | ||
|
|
|||
NET ASSETS CONSIST OF |
||||
Paid-in capital |
$ | 856,322,837 | ||
Overdistributed net investment income |
(26,244 | ) | ||
Accumulated net realized losses on investments |
(428,531,139 | ) | ||
Net unrealized losses on investments |
(22,308,879 | ) | ||
|
|
|||
Total net assets |
$ | 405,456,575 | ||
|
|
|||
NET ASSET VALUE PER SHARE |
||||
Based on $405,456,575 divided by 49,160,825 shares issued and outstanding (unlimited shares authorized) |
$8.25 | |||
|
|
|||
Investments in unaffiliated securities, at cost |
$ | 422,893,128 | ||
|
|
|||
Investments in affiliated securities, at cost |
$ | 11,008,086 | ||
|
|
|||
Total investments, at cost |
$ | 433,901,214 | ||
|
|
|||
Foreign currency, at cost |
$ | 12,631,914 | ||
|
|
|||
Premiums received on written options |
$ | 443,253 | ||
|
|
The accompanying notes are an integral part of these financial statements.
14 | Wells Fargo Advantage Global Dividend Opportunity Fund | Statement of operationsyear ended October 31, 2012 |
Investment income |
||||
Dividends* |
$ | 49,345,159 | ||
Income from affiliated securities |
18,753 | |||
Interest |
2,599 | |||
|
|
|||
Total investment income |
49,366,511 | |||
|
|
|||
Expenses |
||||
Advisory fee |
3,942,689 | |||
Administration fee |
207,510 | |||
Custody and accounting fees |
78,422 | |||
Professional fees |
56,474 | |||
Shareholder report expenses |
81,203 | |||
Trustees fees and expenses |
11,265 | |||
Transfer agent fees |
29,470 | |||
Other fees and expenses |
59,375 | |||
|
|
|||
Total expenses |
4,466,408 | |||
|
|
|||
Net investment income |
44,900,103 | |||
|
|
|||
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS |
||||
Net realized gains (losses) on: |
||||
Unaffiliated securities |
(46,429,714 | ) | ||
Written options |
289,576 | |||
|
|
|||
Net realized losses on investments |
(46,140,138 | ) | ||
|
|
|||
Net change in unrealized gains (losses) on: |
||||
Unaffiliated securities |
22,477,656 | |||
Written options |
922,417 | |||
|
|
|||
Net change in unrealized gains (losses) on investments |
23,400,073 | |||
|
|
|||
Net realized and unrealized gains (losses) on investments |
(22,740,065 | ) | ||
|
|
|||
Net increase in net assets resulting from operations |
$ | 22,160,038 | ||
|
|
|||
* Net of foreign dividend withholding taxes of |
$1,634,991 |
The accompanying notes are an integral part of these financial statements.
Statement of changes in net assets | Wells Fargo Advantage Global Dividend Opportunity Fund | 15 |
Year ended October 31, 2012 |
Year ended October 31, 2011 |
|||||||
Operations |
||||||||
Net investment income |
$ | 44,900,103 | $ | 48,963,752 | ||||
Net realized gains (losses) on investments |
(46,140,138 | ) | 20,947,350 | |||||
Net change in unrealized gains (losses) on investments |
23,400,073 | (85,916,132 | ) | |||||
|
|
|
|
|||||
Net increase (decrease) in net assets resulting from operations |
22,160,038 | (16,005,030 | ) | |||||
|
|
|
|
|||||
Distributions to shareholders from |
||||||||
Net investment income |
(42,140,874 | ) | (54,923,576 | ) | ||||
Tax basis return of capital |
(12,886,750 | ) | 0 | |||||
|
|
|
|
|||||
Total distributions to shareholders |
(55,027,624 | ) | (54,923,576 | ) | ||||
|
|
|
|
|||||
Capital share transactions |
||||||||
Net asset value of shares issued under the Automatic Dividend Reinvestment Plan |
240,276 | 1,247,339 | ||||||
|
|
|
|
|||||
Total decrease in net assets |
(32,627,310 | ) | (69,681,267 | ) | ||||
|
|
|
|
|||||
Net assets |
||||||||
Beginning of period |
438,083,885 | 507,765,152 | ||||||
|
|
|
|
|||||
End of period |
$ | 405,456,575 | $ | 438,083,885 | ||||
|
|
|
|
|||||
Overdistributed net investment income |
$ | (26,244 | ) | $ | (417 | ) | ||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
16 | Wells Fargo Advantage Global Dividend Opportunity Fund | Financial highlights |
(For a share outstanding throughout each period)
Year ended October 31 | ||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
Net asset value, beginning of period |
$8.92 | $10.36 | $10.38 | $11.75 | $19.83 | |||||||||||||||
Net investment income |
0.91 | 1.00 | 0.99 | 0.88 | 1.88 | |||||||||||||||
Net realized and unrealized gains (losses) on investments |
(0.46 | ) | (1.32 | ) | 0.11 | (0.47 | ) | (7.96 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total from investment operations |
0.45 | (0.32 | ) | 1.10 | 0.41 | (6.08 | ) | |||||||||||||
Distributions to shareholders from |
||||||||||||||||||||
Net investment income |
(0.86 | ) | (1.12 | ) | (0.98 | )1 | (0.78 | ) | (2.00 | ) | ||||||||||
Tax basis return of capital |
(0.26 | ) | 0.00 | (0.14 | )1 | (1.00 | ) | 0.00 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total distributions to shareholders |
(1.12 | ) | (1.12 | ) | (1.12 | ) | (1.78 | ) | (2.00 | ) | ||||||||||
Net asset value, end of period |
$8.25 | $8.92 | $10.36 | $10.38 | $11.75 | |||||||||||||||
Market value, end of period |
$7.98 | $8.32 | $10.39 | $9.89 | $10.99 | |||||||||||||||
Total return based on market value2 |
9.79 | % | (9.76 | )% | 17.35 | % | 8.36 | % | (27.19 | )% | ||||||||||
Ratios to average net assets (annualized) |
||||||||||||||||||||
Gross expenses |
1.08 | % | 1.05 | % | 1.14 | % | 1.11 | % | 1.13 | % | ||||||||||
Net expenses |
1.08 | % | 1.05 | % | 1.14 | % | 1.11 | % | 1.13 | % | ||||||||||
Net investment income |
10.82 | % | 10.16 | % | 9.73 | % | 8.48 | % | 11.07 | % | ||||||||||
Supplemental data |
||||||||||||||||||||
Portfolio turnover rate |
93 | % | 129 | % | 90 | % | 160 | % | 218 | % | ||||||||||
Net assets, end of period (000s omitted) |
$ | 405,457 | $ | 438,084 | $ | 507,765 | $ | 507,097 | $ | 574,157 |
1. | Calculated based upon average shares outstanding |
2. | 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 Funds Automatic Dividend Reinvestment Plan. Total return does not reflect brokerage commissions or sales charges. |
The accompanying notes are an integral part of these financial statements.
Notes to financial statements | Wells Fargo Advantage Global Dividend Opportunity Fund | 17 |
1. ORGANIZATION
Wells Fargo Advantage 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. The primary investment objective of the Fund is to seek a high level of current income. The Funds secondary objective is long-term growth of capital.
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 (normally 4 p.m. Eastern Time).
Equity securities that are listed on a foreign or domestic exchange, except for The Nasdaq Stock Market, Inc. (Nasdaq), are valued at the official closing price or, if none, the last sales price. Securities listed on Nasdaq are valued at the Nasdaq Official Closing Price (NOCP). If no NOCP is available, securities are valued at the last prior sales price. If no sales price is shown on the Nasdaq, the bid price will be used. If no sale occurs on the primary exchange or market for the security that day or if no sale occurs and no bid price is shown on Nasdaq, the prior days price will be deemed stale and fair values will be determined in accordance with the Funds Valuation Procedures.
Securities denominated in foreign currencies are translated into U.S. dollars using the rates of exchange in effect on the day of valuation at a time specified by the Management Valuation Team of Wells Fargo Funds Management, LLC (Funds Management).
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 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 NAVs that are higher or lower than NAVs based on the last reported sales price or latest quoted bid price. On October 31, 2012, fair value pricing was not used in pricing foreign securities.
Fixed income securities acquired with maturities exceeding 60 days are valued based on evaluated bid prices received from an independent pricing service which may utilize both transaction data and market information such as yield, prices of securities of comparable quality, coupon rate, maturity, type of issue, trading characteristics and other market data. If valuations are not available from the independent pricing service or values received are deemed not representative of market value, values will be obtained from a broker-dealer or otherwise determined based on the Funds Valuation Procedures.
Debt securities of sufficient credit quality acquired with maturities of 60 days or less generally are valued at amortized cost which approximates fair value. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity.
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 by procedures established in good faith and approved 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.
18 | Wells Fargo Advantage Global Dividend Opportunity Fund | Notes to financial statements |
Valuations of fair valued securities are compared to the next actual sales price when available, or other appropriate market information to assess the continued appropriateness of the fair valuation methodology used. These securities are fair valued on a day-to-day basis, taking into consideration changes to appropriate market information and any significant changes to the input factors considered in the valuation process until there is a readily available price provided on the exchange or by an independent pricing service. Valuations received from an independent pricing service or broker 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. Assets, including investment securities, and liabilities denominated in foreign currency are translated into U.S. dollars at the rates of exchange at a time specified by the Management Valuation Team on the date of valuation. Purchases and sales of securities, and income and expenses are converted at the rate of exchange on the respective dates of such transactions. Reported 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 in 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 recorded with net realized and unrealized gains or losses from investments. Gains and losses from certain foreign currency transactions are treated as ordinary income for U.S. federal income tax purposes.
Options
The Fund may be 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. 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 from investments on the expiration date. 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 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 to the current market value of the option. Premiums paid for purchased options that expire are recognized as realized losses from investments 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. Options traded over the counter expose the Fund to counterparty risk in the event the counterparty does not perform. This risk is mitigated by having a master netting arrangement between the Fund and the counterparty and by having the counterparty post collateral to cover the Funds exposure to the counterparty.
Security transactions and income recognition
Securities transactions are recorded on a trade date basis. Realized gains or losses are reported on the basis of identified cost of securities delivered.
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.
Notes to financial statements | Wells Fargo Advantage Global Dividend Opportunity Fund | 19 |
Dividend income is recognized on the ex-dividend date, except for certain dividends from foreign securities, which are recorded as soon as the Fund is informed of the ex-dividend date. Dividend income from foreign securities is recorded net of foreign taxes withheld where recovery of such taxes is not assured.
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 Funds 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 Funds 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 Funds 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 requires 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 values per share. The primary permanent differences causing such reclassifications are due to dividends from certain securities, foreign currency transactions, and recognition of partnership income. At October 31, 2012, as a result of permanent book-to-tax differences, the following reclassification adjustments were made on the Statement of Assets and Liabilities:
Paid-in capital | Overdistributed net investment income |
Accumulated net realized losses on investments | ||
$353,973 | $(2,785,056) | $2,431,083 |
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years which began after December 22, 2010 for an unlimited period. However, any losses incurred are required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than be considered all short-term as under previous law. In addition, the Fund may elect to defer any portion of a post-October capital loss or qualified late-year ordinary loss to the first day of the following taxable year. A post-October capital loss is the greatest of the net capital loss, net short-term capital loss or net long-term capital loss for the portion of the taxable year after October 31. A qualified late-year ordinary loss is the net loss comprised of (a) net gain or loss from the sale or other disposition of certain capital assets for the portion of the taxable year after October 31, and (b) other ordinary income or loss for the portion of the taxable year after December 31.
At October 31, 2012, net capital loss carryforwards, which are available to offset future net realized capital gains, were as follows:
Pre-enactment capital loss expiration |
Post-enactment capital losses | |||||||
2016 | 2017 | 2018 | Short-term | Long-term | ||||
$164,388,931 | $193,644,982 | $17,121,810 | $25,487,164 | $23,615,522 |
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 Funds 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 Funds investments are classified within the fair value
20 | Wells Fargo Advantage Global Dividend Opportunity Fund | Notes to financial statements |
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, etc.) |
n | Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments) |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
As of October 31, 2012, the inputs used in valuing investments in securities, which are carried at fair value, were as follows:
Investments in securities | Quoted prices (Level 1) |
Significant other (Level 2) |
Significant unobservable inputs (Level 3) |
Total | ||||||||||||
Equity securities |
||||||||||||||||
Common stocks |
$ | 279,537,147 | $ | 0 | $ | 0 | $ | 279,537,147 | ||||||||
Investment companies |
5,056,750 | 0 | 0 | 5,056,750 | ||||||||||||
Preferred stocks |
87,320,021 | 14,130,502 | 0 | 101,450,523 | ||||||||||||
Short-term investments |
||||||||||||||||
Foreign government bonds |
0 | 14,257,672 | 0 | 14,257,672 | ||||||||||||
Investment companies |
11,008,086 | 0 | 0 | 11,008,086 | ||||||||||||
$ | 382,922,004 | $ | 28,388,174 | $ | 0 | $ | 411,310,178 |
Further details on the major security types listed above can be found in the Portfolio of Investments.
As of October 31, 2012, the inputs used in valuing the Funds other financial instruments, which are carried at fair value, were as follows:
Other financial instruments | Quoted prices (Level 1) |
Significant other (Level 2) |
Significant unobservable inputs (Level 3) |
Total | ||||||||||||
Written options |
$ | 0 | $ | (94,984 | ) | $ | 0 | $ | (94,984 | ) |
Transfers in and transfers out are recognized at the end of the reporting period. For the year ended October 31, 2012, the Fund did not have any significant transfers into/out of Level 1 or Level 2.
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 Funds 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, 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 Funds 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 Funds average daily total assets.
Administration fee
Funds Management also serves as the administrator to the Fund providing the Fund with facilities, equipment and personnel. Funds Management is entitled to receive an annual administration fee from the Fund equal to 0.05% of the Funds average daily total assets.
Notes to financial statements | Wells Fargo Advantage Global Dividend Opportunity Fund | 21 |
5. CAPITAL SHARE TRANSACTIONS
The Fund has authorized an unlimited number of shares with no par value. For the year ended October 31, 2012 and the year ended October 31, 2011, the Fund issued 29,018 and 123,866 shares, respectively.
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, 2012 were $375,020,391 and $365,255,962, respectively.
7. DERIVATIVE TRANSACTIONS
During the year ended October 31, 2012, the Fund entered into written options to generate income and for economic hedging purposes.
During the year ended October 31, 2012, the Fund had written option activities as follows:
Call options | Put options | |||||||||||||||
Number of contracts |
Premiums received |
Number of contracts |
Premiums received |
|||||||||||||
Options outstanding at October 31, 2011 |
8,718 | $1,219,500 | 0 | $ | 0 | |||||||||||
Options written |
106,450 | 8,609,140 | 419 | 118,243 | ||||||||||||
Options expired |
(92,833) | (7,747,243) | 0 | 0 | ||||||||||||
Options terminated in closing purchase transactions |
(12,743) | (1,502,947) | (419 | ) | (118,243 | ) | ||||||||||
Options exercised |
(782 | ) | (135,197 | ) | 0 | 0 | ||||||||||
Options outstanding at October 31, 2012 |
8,810 | $443,253 | 0 | $ | 0 |
Open call options written at October 31, 2012 were as follow for the Fund:
Expiration date | Number of contracts |
Strike price |
Value | |||||||||
11-16-12 |
CAC Index | 376 | 3,695 EUR | $ | (10,317 | ) | ||||||
11-16-12 |
DAX Index | 357 | 7,770 EUR | (4,791 | ) | |||||||
11-16-12 |
EEM EQUITY Index | 4,092 | 44 USD | (6,945 | ) | |||||||
11-16-12 |
FTSE MIB Index | 331 | 16,939 EUR | (13,171 | ) | |||||||
11-16-12 |
IBEX Index | 1,660 | 8,536 EUR | (7,242 | ) | |||||||
11-16-12 |
NDX Index | 62 | 2,910 USD | (2,617 | ) | |||||||
11-16-12 |
NKY Index | 151 | 9,395 JPY | (36,575 | ) | |||||||
11-16-12 |
OMX Index | 1,057 | 1,137 SEK | (2,404 | ) | |||||||
11-16-12 |
RTY Index | 206 | 888 USD | (4,060 | ) | |||||||
11-16-12 |
SX5E Index | 518 | 2,707 EUR | (6,862 | ) |
The Fund had outstanding written options with total premiums received that averaged $728,051 during the year ended October 31, 2012. As of October 31, 2012, the Fund had segregated $240,636 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.
8. DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during the years ended October 31, 2012 and October 31, 2011 were as follows:
Year ended October 31 | ||||
2012 | 2011 | |||
Ordinary income |
$42,140,874 | $54,923,576 | ||
Tax basis return of capital |
12,886,750 | 0 |
22 | Wells Fargo Advantage Global Dividend Opportunity Fund | Notes to financial statements |
As of October 31, 2012, the components of distributable earnings on a tax basis were as follows:
Unrealized losses |
Capital loss carryforward | |
$(26,607,481) | $(424,258,409) |
9. INDEMNIFICATION
Under the Funds organizational documents, the officers and directors are indemnified 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 Funds maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
10. NEW ACCOUNTING PRONOUNCEMENTS
In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2011-11, which amends FASB ASC Topic 210, Balance Sheet, creates new disclosure requirements which require entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently assessing the potential impact, in addition to expanded financial statement disclosure, that may result from adopting this ASU.
In May 2011, FASB issued ASU No. 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP. The ASU is effective prospectively for interim and annual periods beginning after December 15, 2011. Adoption of the ASU will result in additional disclosures in future financial statements, as applicable.
In April 2011, FASB issued ASU No. 2011-03 Reconsideration of Effective Control for Repurchase Agreements. ASU No. 2011-03 amends FASB ASC Topic 860, Transfers and Servicing, specifically the criteria required to determine whether a repurchase agreement (repo) and similar agreements should be accounted for as sales of financial assets or secured borrowings with commitments. ASU No. 2011-03 changes the assessment of effective control by focusing on the transferors contractual rights and obligations and removing the criterion to assess its ability to exercise those rights or honor those obligations. This could result in changes to the way entities account for certain transactions including repurchase agreements, mortgage dollar rolls and reverse repurchase agreements. The ASU will become effective on a prospective basis for new transfers and modifications to existing transactions as of the beginning of the first interim or annual period beginning on or after December 15, 2011. Management has evaluated the impact of adopting the ASU and expects no significant changes.
11. SUBSEQUENT DISTRIBUTION
On November 7, 2012, the Fund declared a distribution of $0.21 per share payable on January 2, 2013 to shareholders of record on December 17, 2012. This distribution is not reflected in the accompanying financial statements.
Report of independent registered public accounting firm | Wells Fargo Advantage Global Dividend Opportunity Fund | 23 |
BOARD OF TRUSTEES AND SHAREHOLDERS OF
WELLS FARGO ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the Wells Fargo Advantage Global Dividend Opportunity Fund (the Fund) as of October 31, 2012, 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 Funds 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, 2012, by correspondence with the custodian, or 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 Advantage Global Dividend Opportunity Fund as of October 31, 2012, the results of its operations for the year then ended, changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for the each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Boston, Massachusetts
December 21, 2012
24 | Wells Fargo Advantage Global Dividend Opportunity Fund | Other information (unaudited) |
TAX INFORMATION
For corporate shareholders, pursuant to Section 854 of the Internal Revenue Code, 42.79% of ordinary income dividends qualify for the corporate dividends-received deduction for the fiscal year ended October 31, 2012.
Pursuant to Section 854 of the Internal Revenue Code, $32,934,563 of income dividends paid during the fiscal year ended October 31, 2012 has been designated as qualified dividend income (QDI).
Current tax law generally provides for a maximum tax rate for individual taxpayers of 15% on long-term capital gains and qualifying dividends on corporate stocks. This rate is scheduled to expire at the end of 2012. In the absence of further Congressional action, the maximum tax rate on long-term capital gains for individual taxpayers would increase to 20% and income from dividends would be taxed at the rates applicable to ordinary income.
In addition, for taxable years beginning after December 31, 2012, absent further Congressional action, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceed certain threshold amounts.
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 without charge, upon request, by calling 1-800-222-8222, visiting our website at wellsfargoadvantagefunds.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 without charge on the Funds website at wellsfargoadvantagefunds.com or by visiting the SEC website at sec.gov.
PORTFOLIO HOLDINGS INFORMATION
The complete portfolio holdings for the Fund are publicly available on the Funds website (wellsfargoadvantagefunds.com) on a monthly, 30-day or more 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 without charge by visiting the SEC website at sec.gov. In addition, the Funds Form N-Q may be reviewed and copied at the SECs 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.
Other information (unaudited) | Wells Fargo Advantage Global Dividend Opportunity Fund | 25 |
BOARD OF TRUSTEES
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 the Wells Fargo Advantage family of funds, which consists of 138 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). All of the Trustees are also Members of the Audit and Governance Committees of each Trust in 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 | Other directorships during | |||
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. Prior thereto, President and CEO of BellSouth Advertising and Publishing Corp. from 2005 to 2007. Emeritus member of the Iowa State University Foundation Board of Governors. Emeritus Member of the Advisory Board of Iowa State University School of Business. Mr. Harris is a certified public accountant. | CIGNA Corporation; Deluxe 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 | |||
Leroy Keith, Jr. (Born 1939) |
Trustee, since 2007 | Chairman, Bloc Global Services (development and construction). Trustee of the Evergreen Funds from 1983 to 2010. Former Managing Director, Almanac Capital Management (commodities firm), former Partner, Stonington Partners, Inc. (private equity fund), former Director, Obagi Medical Products Co. and former Director, Lincoln Educational Services. | Trustee, Virtus Fund Complex (consisting of 40 portfolios as of 12/31/11); 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, Director of Corporate Governance Research Program 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. | Asset Allocation Trust | |||
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 Whartons Pension Research Council and Boettner Center on Pensions & Retirement Research, and Research Associate at the National Bureau of Economic Research. | Asset Allocation Trust | |||
Timothy J. Penny (Born 1951) |
Trustee, since 2010 | President and CEO 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 |
26 | Wells Fargo Advantage Global Dividend Opportunity Fund | Other information (unaudited) |
Name and year of birth |
Position held and length of service |
Principal occupations during past five years | Other directorships during | |||
Michael S. Scofield (Born 1943) |
Trustee, since 2007 | Served on the Investment Company Institutes 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 (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, General Counsel, and Vice Chair of The Tree Trust (non-profit corporation). Director and General Counsel of The American Chestnut Foundation (non-profit corporation). | Asset Allocation Trust |
Officers
Name and year of birth |
Position held and length of service |
Principal occupations during past five years | ||||
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 Wiser* (Born 1967) |
Treasurer, since 2012 | Executive Vice President of Wells Fargo Funds Management, LLC Chief Operating Officer and Chief Compliance Officer at LightBox Capital Management LLC, from 2008 to 2011. Owned and operated a consulting business providing services to various hedge funds including acting as Chief Operating Officer and Chief Compliance Officer for a hedge fund from 2007 to 2008. Chief Operating Officer and Chief Compliance Officer of GMN Capital LLC from 2006 to 2007. | ||||
C. David Messman (Born 1960) |
Secretary, since 2010; Chief Legal Counsel, since 2010 | Senior Vice President and Secretary of Wells Fargo Funds Management, LLC since 2001. Vice President and Managing Counsel of Wells Fargo Bank, N.A. since 1996. | ||||
Debra Ann Early (Born 1964) |
Chief Compliance Officer, since 2010 | Chief Compliance Officer of Wells Fargo Funds Management, LLC since 2007. Chief Compliance Officer of Parnassus Investments from 2005 to 2007. Chief Financial Officer of Parnassus Investments from 2004 to 2007. | ||||
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. Assistant Vice President of Evergreen Investment Services, Inc. from 2004 to 2008. Manager of Fund Reporting and Control for Evergreen Investment Management Company, LLC from 2004 to 2010. | ||||
Jeremy DePalma* (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. Vice President, Evergreen Investment Services, Inc. from 2004 to 2007. Head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010. |
* | Nancy Wiser acts as Treasurer of 77 funds in the Fund Complex. Jeremy Depalma acts as Treasurer of 61 funds and Assistant Treasurer of 77 funds in the Fund Complex. |
Automatic dividend reinvestment plan | Wells Fargo Advantage Global Dividend Opportunity Fund | 27 |
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 shares of common shares. The shares are acquired by the Plan Agent for the participants 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 participants 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 or market premium (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 Agents 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 43010, Providence, Rhode Island 02940-3010 or by calling 1-800-730-6001.
28 | Wells Fargo Advantage Global Dividend Opportunity Fund | List of abbreviations |
The following is a list of common abbreviations for terms and entities that may have appeared in this report.
Transfer Agent, Registrar, Shareholder Servicing
Agent & Dividend Disbursing Agent
Computershare Trust Company, N.A.
P.O. Box 43010
Providence, RI 02940-3010
1-800-730-6001
Website: wellsfargoadvantagefunds.com
Wells Fargo Funds Management, LLC, is a subsidiary of Wells Fargo & Company and is an affiliate of Wells Fargo & Companys broker/dealer subsidiaries.
NOT FDIC INSURED ¡ NO BANK GUARANTEE ¡ MAY LOSE VALUE
© 2012 Wells Fargo Funds Management, LLC. All rights reserved.
213199 12-12 AGDO/AR142 10-12 |
ITEM 2. CODE OF ETHICS
As of the end of the period, October 31, 2012, Wells Fargo Advantage Global Dividend Opportunity Fund has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Trustees of Wells Fargo Advantage 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)
Audit Fees - Provided below are the aggregate fees billed for the fiscal years ended October 31, 2011 and October 31, 2012 for professional services rendered by the principal accountant for the audit of the Registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
For the fiscal years ended October 31, 2011 and October 31, 2012, the Audit Fees were $40,600 and $50,357, respectively.
(b)
Audit-Related Fees There were no audit-related fees incurred for the fiscal years ended October 31, 2011 and October 31, 2012 for assurance and related services by the principal accountant for the Registrant.
NCSR Global Dividend Opportunity
(c)
Tax Fees - Provided below are the aggregate fees billed for the fiscal years ended October 31, 2011 and October 31, 2012 for professional services rendered by the principal accountant for the Registrant for tax compliance, tax advice, and tax planning.
For the fiscal years ended October 31, 2011 and October 31, 2012, the Tax Fees were $1,660 and $1,700, respectively. The incurred Tax Fees are comprised of excise tax review services.
For the fiscal years ended October 31, 2011 and October 31, 2012, the Tax Fees were $2,480 and $2,540, respectively. The incurred Tax Fees are comprised of tax preparation and consulting services.
(d)
All Other Fees There were no other fees incurred for the fiscal years ended October 31, 2011 and October 31, 2012.
(e)(1)
The Chairman of the Audit Committees is authorized to pre-approve: (1) audit services to Wells Fargo Advantage Global Dividend Opportunity Fund; (2) non-audit tax or compliance consulting or training services provided to the 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 the Funds investment adviser and its controlling entities (where pre-approval is required because the engagement relates directly to the operations and financial reporting of the 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.
(e)(2)
Not Applicable.
(f)
Not Applicable.
(g)
Non-Audit Fees There were no non-audit fees billed for the fiscal years ended October 31, 2011 and October 31, 2012, by the principal accountant for services rendered to the Registrant, and rendered to the Registrants investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant.
(h)
The Registrants audit committee of the board of directors has determined that non-audit services rendered to the registrants investment adviser, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of the Regulation S-X, does not compromise the independence of the principal accountant.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not applicable.
ITEM 6. PORTFOLIO OF INVESTMENTS
The Portfolio of investments is included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PROXY VOTING POLICIES AND PROCEDURES REVISED AS OF FEBRUARY 8, 2012
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 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 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 Funds 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 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 members 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, Patrick McGuinnis and Erik Sens. Andrew Owen shall be a non-voting member and serve in an advisory capacity on the Proxy Committee. Changes to the membership of the Proxy Committee will be made only with Board approval. Upon departure from Funds Management, a members position on the Proxy Committee will automatically terminate. |
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 Funds web site at www.wellsfargo.com/advantagefunds and on the Securities and Exchange Commissions 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 Trusts 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 Commissions web site at www.sec.gov.
Each Fund shall disclose the following information on Form N-PX for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the Fund was entitled to vote:
| 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.
APPENDIX A
TO
PROXY VOTING POLICIES AND PROCEDURES
Funds Management will vote proxies relating to portfolio securities held by the Trusts in accordance with the following proxy voting guidelines. To the extent the specific guidelines below do not address a proxy voting proposal, Funds Management will vote pursuant to ISS current U.S. and International proxy voting guidelines. Proxies for securities held by the Wells Fargo Advantage Social Awareness Fund related to social and environmental proposals will be voted pursuant to ISS current SRI Proxy Voting Guidelines. In addition, proxies related to issues not addressed by the specific guidelines below or by ISS current U.S. and International proxy voting guidelines will be forwarded to the Proxy Committee for a vote determination by the Proxy Committee.
Uncontested Election of Directors or Trustees | ||
THE FUNDS will generally vote for all uncontested director or trustee nominees. The Nominating Committee is in the best position to select nominees who are available and capable of working well together to oversee management of the company. THE FUNDS will not require a performance test for directors. | FOR | |
THE FUNDS will generally vote for reasonably crafted shareholder proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors, unless the company has adopted formal | FOR |
corporate governance principles that present a meaningful alternative to the majority voting standard. | ||
THE FUNDS will withhold votes for a director if the nominee fails to attend at least 75% of the board and committee meetings without a valid excuse. | WITHHOLD | |
THE FUNDS will vote against routine election of directors if any of the following apply: company fails to disclose adequate information in a timely manner, serious issues with the finances, questionable transactions, conflicts of interest, record of abuses against minority shareholder interests, bundling of director elections, and/or egregious governance practices. | AGAINST | |
THE FUNDS will withhold votes from the entire board (except for new nominees) where the director(s) receive more than 50% withhold votes out of those cast and the issue that was the underlying cause of the high level of withhold votes has not been addressed. | WITHHOLD | |
THE FUNDS will withhold votes from members of the Audit Committee and/or the full board if poor accounting practices, which rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures, are identified. | WITHHOLD | |
THE FUNDS will withhold votes from members of the Audit Committee if the company receives an adverse opinion on the companys 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 companys 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 (TSOs) to shareholders for approval.
|
WITHHOLD | |
Limitation on Number of Boards a Director May Sit On | ||
THE FUNDS will withhold votes from directors who sit on more than six boards. | WITHHOLD | |
THE FUNDS will withhold votes from CEO directors who sit on more than two outside boards besides their own.
|
WITHHOLD | |
Ratification of Auditors | ||
THE FUNDS will vote against auditors and withhold votes from audit committee members | AGAINST/ |
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. | 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 companys financial position. |
AGAINST | |
THE FUNDS will vote against proposals that require auditors to attend annual meetings as auditors are regularly reviewed by the board audit committee, and such attendance is unnecessary. | AGAINST | |
THE FUNDS will vote for shareholder proposals requesting a shareholder vote for audit firm ratification. | FOR | |
THE FUNDS will vote against shareholder proposals asking for audit firm rotation. This practice is viewed as too disruptive and too costly to implement for the benefit achieved.
|
AGAINST | |
Company Name Change/Purpose | ||
THE FUNDS will vote for proposals to change the company name as management and the board is best suited to determine if such change in company name is necessary. | FOR | |
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 companys 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 companys existing policies regarding responsible use of company stock will be considered. | CASE-BY-CASE |
Approve Other Business | ||
THE FUNDS will generally vote for proposals to approve other business. This transfer of authority allows the corporation to take certain ministerial steps that may arise at the annual or special meeting. | FOR | |
However, THE FUNDS retains the discretion to vote against such proposals if adequate information is not provided in the proxy statement, or the measures are significant and no further approval from shareholders is sought.
|
AGAINST | |
Independent Board of Directors/Board Committees | ||
THE FUNDS will vote for proposals requiring that two-thirds of the board be independent directors. An independent board faces fewer conflicts and is best prepared to protect stockholders interests. | FOR | |
THE FUNDS will withhold votes from insiders and affiliated outsiders on boards that are not at least majority independent. | WITHHOLD | |
THE FUNDS will withhold votes from compensation committee members where there is a pay-for-performance disconnect (for Russell 3000 companies). | WITHHOLD | |
THE FUNDS will vote for proposals requesting that the board audit, compensation and/or nominating committees be composed of independent directors, only. Committees should be composed entirely of independent directors in order to avoid conflicts of interest. | FOR | |
THE FUNDS will withhold votes from any insiders or affiliated outsiders on audit, compensation or nominating committees. THE FUNDS will withhold votes from any insiders or affiliated outsiders on the board if any of these key committees has not been established. | WITHHOLD | |
THE FUNDS will vote against proposals from shareholders requesting an independent compensation consultant.
|
AGAINST | |
Director Fees | ||
THE FUNDS will vote for proposals to set director fees.
|
FOR | |
Minimum Stock Requirements by Directors | ||
THE FUNDS will vote against proposals requiring directors to own a minimum number of shares of company stock in order to qualify as a director, or to remain on the board. Minimum stock ownership requirements can impose an across-the-board requirement that could prevent qualified individuals from serving as directors.
|
AGAINST | |
Indemnification and Liability Provisions for Directors and Officers | ||
THE FUNDS will vote for proposals to allow indemnification of directors and officers, when the actions taken were on behalf of the company and no criminal violations occurred. THE FUNDS will also vote in favor of proposals to purchase liability insurance covering liability in connection with those actions. Not allowing companies to indemnify directors and officers to the degree possible under the law would limit the ability of the company to attract qualified individuals. | FOR | |
Alternatively, THE FUNDS will vote against indemnity proposals that are overly broad. |
For example, THE FUNDS will oppose proposals to indemnify directors for acts going beyond mere carelessness, such as gross negligence, acts taken in bad faith, acts not otherwise allowed by state law or more serious violations of fiduciary obligations.
|
AGAINST | |
Nominee Statement in the Proxy | ||
THE FUNDS will vote against proposals that require board nominees to have a statement of candidacy in the proxy, since the proxy statement already provides adequate information pertaining to the election of directors.
|
AGAINST | |
Director Tenure/Retirement Age | ||
THE FUNDS will vote against proposals to limit the tenure of directors as such limitations based on an arbitrary number could prevent qualified individuals from serving as directors. However, THE FUNDS is in favor of inserting cautionary language when the average director tenure on the board exceeds 15 years for the entire board. | AGAINST | |
The Funds will vote for proposals to establish a mandatory retirement age for directors provided that such retirement age is not less than 65.
|
FOR | |
Board Powers/Procedures/Qualifications | ||
THE FUNDS will consider on a case-by-case basis proposals to amend the corporations By-laws so that the Board of Directors shall have the power, without the assent or vote of the shareholders, to make, alter, amend, or rescind the By-laws, fix the amount to be reserved as working capital, and fix the number of directors and what number shall constitute a quorum of the Board. In determining these issues, THE FUNDS will rely on the proxy voting Guidelines.
|
CASE-BY-CASE | |
Adjourn Meeting to Solicit Additional Votes | ||
THE FUNDS will examine proposals to adjourn the meeting to solicit additional votes on a case-by-case basis. As additional solicitation may be costly and could result in coercive pressure on shareholders, THE FUNDS will consider the nature of the proposal and its vote recommendations for the scheduled meeting. | CASE-BY-CASE | |
THE FUNDS will vote for this item when: | ||
THE FUNDS is supportive of the underlying merger proposal; the company provides a sufficient, compelling reason to support the adjournment proposal; and the authority is limited to adjournment proposals requesting the authority to adjourn solely to solicit proxies to approve a transaction THE FUNDS supports.
|
FOR | |
Reimbursement of Solicitation Expenses | ||
THE FUNDS will consider contested elections on a case-by-case basis, considering the following factors: long-term financial performance of the target company relative to its industry; managements track record; background of the proxy contest; qualifications of director or trustee nominees (both slates); evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and stock ownership positions.
|
CASE-BY-CASE | |
Board Structure: Staggered vs. Annual Elections
|
THE FUNDS will consider the issue of classified boards on a case-by-case basis. In some cases, the division of the board into classes, elected for staggered terms, can entrench the incumbent management and make them less responsive to shareholder concerns. On the other hand, in some cases, staggered elections may provide for the continuity of experienced directors on the Board.
|
CASE-BY-CASE | |
Removal of Directors | ||
THE FUNDS will consider on a case-by-case basis proposals to eliminate shareholders rights to remove directors with or without cause or only with approval of two-thirds or more of the shares entitled to vote. | CASE-BY-CASE | |
However, a requirement that a 75% or greater vote be obtained for removal of directors is abusive and will warrant a vote against the proposal.
|
AGAINST | |
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 shareholders 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 companys poison pill, or requesting the ratification of a poison pill on a case-by-case basis. | CASE-BY-CASE | |
Poison pills are one of the most potent anti-takeover measures and are generally adopted by |
boards without shareholder approval. These plans harm shareholder value and entrench management by deterring stock acquisition offers that are not favored by the board.
|
||
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 corporations 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 companys owners. | FOR | |
Alternatively, THE FUNDS will vote against any proposals to cap the number of votes a shareholder is entitled to. Any measure that places a ceiling on voting may entrench management and lessen its interest in maximizing shareholder value.
|
AGAINST | |
Dual Class/Multiple-Voting Stock | ||
THE FUNDS will vote against proposals that authorize, amend or increase dual class or multiple-voting stock which may be used in exchanges or recapitalizations. Dual class or multiple-voting stock carry unequal voting rights, which differ from those of the broadly traded class of common stock. | AGAINST | |
Alternatively, THE FUNDS will vote for the elimination of dual class or multiple-voting stock, which carry different rights than the common stock.
|
FOR | |
Confidential Voting | ||
THE FUNDS will vote for proposals to adopt confidential voting.
|
FOR | |
Vote Tabulations | ||
THE FUNDS will vote against proposals asking corporations to refrain from counting abstentions and broker non-votes in their vote tabulations and to eliminate the companys discretion to vote unmarked proxy ballots. Vote counting procedures are determined by a | AGAINST |
number of different standards, including state law, the federal proxy rules, internal corporate policies, and mandates of the various stock exchanges.
|
||
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 proponents rationale for the proposal at the targeted company in terms of board and director conduct.
|
CASE-BY-CASE | |
Disclosure of Information | ||
THE FUNDS will vote against shareholder proposals requesting fuller disclosure of company policies, plans, or business practices. Such proposals rarely enhance shareholder return and in many cases would require disclosure of confidential business information.
|
AGAINST | |
Annual Meetings | ||
THE FUNDS will vote for proposals to amend procedures or change date or location of the annual meeting. Decisions as to procedures, dates or locations of meetings are best placed with management. | FOR | |
Alternatively, THE FUNDS will vote against proposals from shareholders calling for a change in the location or date of annual meetings as no date or location proposed will be acceptable to all shareholders. | AGAINST | |
THE FUNDS will generally vote in favor of proposals to reduce the quorum necessary for shareholders meetings, subject to a minimum of a simple majority of the companys outstanding voting shares.
|
FOR | |
Shareholder Advisory Committees/Independent Inspectors | ||
THE FUNDS will vote against proposals seeking to establish shareholder advisory committees or independent inspectors. The existence of such bodies dilutes the responsibility of the board for managing the affairs of the corporation.
|
AGAINST | |
Technical Amendments to the Charter of Bylaws | ||
THE FUNDS will generally vote in favor of charter and bylaw amendments proposed solely to conform to modern business practices, for simplification, or to comply with what managements counsel interprets as applicable law. | FOR | |
However, amendments that have a material effect on shareholders 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 | |
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 |
AGAINST | |
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.
|
||
Executive and Director Compensation Plans
|
THE FUNDS will analyze on a case-by-case basis proposals on executive or director compensation plans, with the view that viable compensation programs reward the creation of stockholder wealth by having high payout sensitivity to increases in shareholder value. Such proposals may seek shareholder approval to adopt a new plan, or to increase shares reserved for an existing plan. | CASE-BY-CASE | |
THE FUNDS will review the potential cost and dilutive effect of the plan. After determining how much the plan will cost, ISS evaluates whether the cost is reasonable by comparing the cost to an allowable cap. The allowable cap is industry-specific, market cap-base, and pegged to the average amount paid by companies performing in the top quartile of their peer groups. If the proposed cost is below the allowable cap, THE FUNDS will vote for the plan. ISS will also apply a pay for performance overlay in assessing equity-based compensation plans for Russell 3000 companies. | FOR | |
If the proposed cost is above the allowable cap, THE FUNDS will vote against the plan. | AGAINST | |
Among the plan features that may result in a vote against the plan are: | 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 companys 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 companys 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 (DERs) associated with them. | CASE-BY-CASE | |
THE FUNDS will generally vote for shareholder proposals requiring performance-based stock options unless the proposal is overly restrictive or the company demonstrates that it is using a substantial portion of performance-based awards for its top executives. | FOR | |
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 companys allowable cap. | FOR | |
THE FUNDS will generally vote against shareholder proposals to ban future stock option | AGAINST |
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. | ||
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 companys 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 owners interest. In 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 companys industry and whether it is justified by the companys 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 companys executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. | FOR | |
THE FUNDS will generally vote against proposals seek to limit executive and director pay.
|
AGAINST | |
Tax-Gross-Up Payments | ||
THE FUNDS will examine on a case-by-case basis proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives.
|
CASE-BY-CASE | |
Relocation Benefits | ||
The FUNDS will not consider relocation benefits as a problematic pay practice in connection with management say-on-pay proposals.
|
||
Exchange Offers/Re-Pricing | ||
The FUNDS will not vote against option exchange programs made available to executives and directors that are otherwise found acceptable.
|
||
Golden and Tin Parachutes | ||
THE FUNDS will vote for proposals that seek shareholder ratification of golden or tin parachutes as shareholders should have the opportunity to approve or disapprove of these severance agreements. | FOR | |
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 | |
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 companys 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.
|
APPENDIX B
TO
PROXY VOTING POLICIES AND PROCEDURES
Members of Funds Management Proxy Voting Committee
Thomas C. Biwer, CFA
Mr. Biwer has 38 years experience in finance and investments. He has served as an investment analyst, portfolio strategist, and corporate pension officer. He received B.S. and M.B.A. degrees from the University of Illinois and has earned the right to use the CFA designation.
Erik J. Sens, CFA
Mr. Sens has 22 years of investment industry experience. He has served as an investment analyst and portfolio manager. He received undergraduate degrees in Finance and Philosophy from the University of San Francisco and has earned the right to use the CFA designation.
Travis L. Keshemberg, CFA
Mr. Keshemberg has 17 years experience in the investment industry. He has served as a overlay portfolio manager and investment consultant. He holds a Masters Degree from the University of Wisconsin Milwaukee and Bachelors degree from Marquette University. He has earned the right to use the CFA, CIPM and CIMA designations.
Patrick E. McGuinnis, CFA
Mr. McGuinnis has 12 years of experience in the investment industry as an analyst. He holds B.S. and M.S. degrees in Finance from the University of Wisconsin and has earned the right to use the CFA designation.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PORTFOLIO MANAGERS
Timothy P. OBrien
Mr. OBrien is jointly responsible for managing the Fund, which he has managed since 2007. Mr. OBrien is a Managing Partner of Crow Point Partners LLC, an investment management firm and the sub-adviser for three Wells Fargo Advantage Funds. Prior to forming Crow Point in 2006, he was a Managing Director and Senior Portfolio Manager with the Value Equity team of Evergreen Investments Equity Management group. Education: B.A., University of Massachusetts, MBA in finance, Wharton School. He has been awarded the Chartered Financial Analyst (CFA) designation by the CFA Institute.
Jeffrey P. Mellas, CAIA
Mr. Mellas is jointly responsible for managing the Fund, which he has managed since 2010. Mr. Mellas joined Wells Capital Management in 2003 as Managing Director of Quantitative Asset Management and Portfolio Manager. In this role, Mr. Mellas oversees quantitative investment management efforts on behalf of institutional separate accounts, mutual investment funds and collective investment funds. Prior to joining Wells Capital Management, Mr. Mellas was with Alliance Capital Management since 1995, as Vice President and Global Portfolio Strategist. Education: B.A., Economics, University of Minnesota; M.B.A., Finance and International Business, New York University. Additional studies: International Management Program at Hute Etudes Commerçiales, Paris, France, and Université de Valery, Montpellier, France. He has earned the right to use the CAIA designation and is a member of the Chartered Alternative Investment Analyst Association.
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 Funds most recent period ended October 31, 2012.
Timothy P. OBrien | ||||||||||||
I manage the following types of accounts: | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||
Number of above accounts |
3 | 1 | 0 | |||||||||
Total assets of above accounts (millions) |
$ | 480 | $ | 14 | $ | 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 | ||||||
Jeffrey P. Mellas | ||||||||||||
I manage the following types of accounts: | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||
Number of above accounts |
10 | 1 | 1 | |||||||||
Total assets of above accounts (millions) |
$ | 4,083.5 | $ | 87.4 | $ | 69.0 | ||||||
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 |
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 Funds. 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 Funds 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.
The structure of a portfolio managers or an investment advisors 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 companys Code of Ethics and compliance policies and procedures. Crow Points chief compliance officer monitors and reviews compliance regularly. Crow Points 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 Managements 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 Managements 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 accounts 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 Funds 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, 2012:
Wells Fargo Advantage Global Dividend Opportunity Fund | ||||
Timothy P. OBrien |
$ | 10,001-$50,000 | ||
Jeffrey P. Mellas |
none |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASES
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Governance Committee (the Committee) of the Board of Trustees of the registrant (the Trust) has adopted procedures by which a shareholder of any series of the Trust may submit properly a nominee recommendation for the Committees consideration.
The shareholder must submit any such recommendation (a Shareholder Recommendation) in writing to the Trust, to the attention of the Trusts Secretary, at the address of the principal executive offices of the Trust.
The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than forty-five (45) calendar days nor more than seventy-five (75) calendar days prior to the date of the Committee meeting at which the nominee would be considered.
The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the candidate); (B) the series (and, if applicable, class) and number of all shares of the Trust owned of record or beneficially by the candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the Exchange Act), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency applicable to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be an interested person of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an interested person, information regarding the candidate that will be sufficient for the Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholders name as it appears on the Trusts books; (iv) the series (and, if applicable, class) and number of all shares of the Trust owned beneficially and of record by the recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Committee may require the candidate to interview in person and furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve as a Trustee of the Trust.
ITEM 11. CONTROLS AND PROCEDURES
(a) The President and Treasurer have concluded that the Wells Fargo Advantage Global Dividend Opportunity Fund (the Trust) 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 Trust 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 Trusts internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second quarter of the period covered by this report that materially affected, or is reasonably likely to materially affect, the registrants 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 10a.
(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.
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 Advantage Global Dividend Opportunity Fund | ||
By: | ||
/s/ Karla M. Rabusch | ||
Karla M. Rabusch | ||
President | ||
Date: | December 26, 2012 |
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.
By: | ||
/s/ Karla M. Rabusch | ||
Karla M. Rabusch | ||
President | ||
Date: | December 26, 2012 | |
By: | ||
/s/ Nancy Wiser | ||
Nancy Wiser | ||
Treasurer | ||
Date: | December 26, 2012 |