WELLS FAMILY OF REAL ESTATE FUNDS
N-30D, 1999-03-03
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================================================================================

                           Wells S&P REIT Index Fund
                           -------------------------


                                 ANNUAL REPORT
                               December 31, 1998


     INVESTMENT ADVISER                                   ADMINISTRATOR         
     ------------------                                   -------------         
WELLS ASSET MANAGEMENT, INC.                     COUNTRYWIDE FUND SERVICES, INC.
  3885 Holcomb Bridge Road                              312 Walnut Street       
   Atlanta, Georgia 30092                          Cincinnati, Ohio 45201-5354  
                                                          1.800.282.1581

================================================================================

<PAGE>

                            WELLS REAL ESTATE FUNDS

February 19, 1999

Dear Shareholder:

At Wells,  we are pleased to present  the 1998 annual  results for the Wells S&P
REIT Index Fund. The Fund is the first of its kind to meet the increasing demand
for a real estate  investment  alternative  offering broad  diversification  and
liquidity, along with growth and income opportunities.  The Fund primarily seeks
investment  results that correspond to the performance of the S&P REIT Index and
normally  invests at least 90% of assets in stocks  included  in the  Index,  in
approximately  the same  proportion.  It also seeks a  correlation  between  the
performance  of the Fund and that of the Index of at least 0.95,  not  including
expenses.

Throughout the year,  the S&P REIT Index  represented  approximately  90% of the
total U.S. REIT market  capitalization,  and 100% of REIT property types.  These
investments included 105 REITs, 103 of which are on the New York Stock Exchange,
one on the American Stock Exchange,  and one on the NASDAQ Stock Exchange.  From
its  inception  on March 2, 1998,  until April 1, 1998,  the Fund was  primarily
invested in cash. As a result,  the Fund was unable to  participate in the first
REIT market rally of 1998.  For the period from inception  through  December 31,
1998, the Fund's total return  (excluding the impact of applicable  sales loads)
was  -19.62%,  which  trailed the S&P REIT  Index's  total  return of -17.65% by
1.97%.  Of course,  the S&P REIT  Index does not  reflect  any  expenses.  As of
year-end,  the Fund's  portfolio was fully  invested with no more than 5% of its
holdings in cash.

            COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT
            IN THE WELLS S&P REIT INDEX FUND AND THE S&P REIT INDEX

                           WELLS S&P REIT INDEX FUND:
                           --------------------------

                                                       MONTHLY
                  DATE               RETURN            BALANCE
                03/02/98                                9,600
                03/31/98              0.30%             9,629
                04/30/98             -3.99%             9,245
                05/31/98             -0.93%             9,158
                06/30/98             -0.84%             9,082
                07/31/98             -7.46%             8,404
                08/31/98             -9.56%             7,600
                09/30/98              5.99%             8,055
                10/31/98             -3.05%             7,810
                11/30/98              1.00%             7,889
                12/31/98             -2.18%             7,717
           
                                 S&P REIT INDEX:
                                 ---------------
                                                       MONTHLY
                  DATE              RETURN             BALANCE
                03/02/98                               10,000
                03/31/98             1.96%             10,196
                04/30/98            -3.62%              9,827
                05/31/98            -0.79%              9,749
                06/30/98            -0.62%              9,689
                07/31/98            -7.50%              8,963
                08/31/98            -9.84%              8,081
                09/30/98             6.15%              8,577
                10/31/98            -2.90%              8,329
                11/30/98             0.96%              8,409
                12/31/98            -2.07%              8,235


                           -------------------------
                           Wells S&P REIT Index Fund
                                  Total Return
                           Since Inception* (22.83)%
                           -------------------------

* Commencement  of operations was March 2, 1998. The total return shown includes
  the effect of the maximum 4% sales load and is not annualized.

           Past performance is not predictive of future performance.

Wells Real Estate Funds o P.O. Box 5354 o Cincinnati, Ohio 45202 o 800.282.1581

<PAGE>

UNDERSTANDING WHY THE REIT MARKET WAS OFF IN 1998:
Understanding  why the REIT market was off in 1998 is  important  to  projecting
1999. We believe two main factors caused the correction of 1998:  high valuation
and decelerating earnings growth.

     HIGH  VALUATION  - at the  beginning  of 1998  REITs  were  trading at peak
     valuations based on historical measures.

     DECELERATING  EARNINGS  GROWTH  - 1998  turned  out to be a great  year for
     cash-flow  growth,  about  13-14%.  This  clearly  has to be seen as a peak
     earnings year. Growth is anticipated to slow in 1999 and 2000 to about 9.5%
     and 9%,  respectively.  Many  people  focused  on the fact that  growth was
     better than the broader  market but failed to recognize  the  importance of
     the marginal direction, which was down.

Weakening  fundamentals and too much equity issuance also contributed to the low
returns in the REIT market in 1998 but, in our opinion,  to a smaller  degree of
impact.

THE OUTLOOK FOR THE REIT MARKET IN 1999:
The outlook for the REIT market in 1999 looks very  bullish.  Research  analysts
believe  low  valuations  have  overshot  the  fundamentals  and lower cash flow
estimates should be met in 1999 and 2000. Also, vacancy rates are at or near all
time lows and rent growth should continue. 1999 and 2000 should be characterized
by moderating  fundamentals,  lower inflation,  and lower interest rates.  Total
return expectations are projected to be in the positive double-digit range.

THE LONG-TERM OUTLOOK FOR THE REIT MARKET:
Substantial,  long-term growth has been maintained and continues to be expected.
The total REIT market (as  tracked by the  National  Association  of Real Estate
Investment  Trusts,  "NAREIT")  which the S&P REIT  Index  mimics  has a 25-year
performance history of an average total return of 12.01% compared to the S&P 500
Index total return of 11.25%.  The S&P REIT Index dividend yield during the same
period has averaged  9.56% while the S&P 500 averaged  3.90%.  The 1998 S&P REIT
Index total return was less than 1% off that of the NAREIT 1998 total return.

We are proud of the Wells S&P REIT  Index  Fund and  we're  looking  forward  to
adding many more distinctive products to our product base in the next few years.
We are also pleased to offer you more information  about the Wells  organization
via our website at www.WellsREF.com. This site is regularly updated.
                   ----------------

Thank you for  investing in the Wells S&P REIT Index Fund.  Your  questions  and
comments are always welcome. Please do not hesitate to call us at (800) 282-1581
with any of your needs.

Yours truly,

/s/ Leo F. Wells, III

Leo F. Wells, III
President

<PAGE>

WELLS S&P REIT INDEX FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
================================================================================
ASSETS
Investment securities:
     At acquisition cost                                           $ 13,434,959
                                                                   ============
     At market value (Note 1)                                      $ 11,977,023
Dividends receivable                                                     84,326
Receivable for capital shares sold                                       62,230
Receivable for securities sold                                           74,117
Organization expenses, net (Note 1)                                      31,558
Other assets                                                             29,632
                                                                   ------------
     TOTAL ASSETS                                                    12,258,886
                                                                   ------------
LIABILITIES
Dividends payable                                                        14,767
Payable for capital shares redeemed                                      80,638
Payable for securities purchased                                        139,527
Payable to affiliates (Note 3)                                           24,182
Other accrued expenses and liabilities                                   14,094
                                                                   ------------
     TOTAL LIABILITIES                                                  273,208
                                                                   ------------

NET ASSETS                                                         $ 11,985,678
                                                                   ============
Net assets consist of:
Paid-in capital                                                    $ 13,629,272
Accumulated net realized losses from security transactions             (185,658)
Net unrealized depreciation on investments                           (1,457,936)
                                                                   ------------
Net assets                                                         $ 11,985,678
                                                                   ============
Shares of beneficial interest outstanding (unlimited
     number of shares authorized, no par value)                       1,546,689
                                                                   ============

Net asset value and redemption price per share (Note 1)            $       7.75
                                                                   ============

Maximum offering price per share (Note 1)                          $       8.07
                                                                   ============

See accompanying notes to financial statements.

<PAGE>

WELLS S&P REIT INDEX FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31, 1998 (A)
================================================================================
INVESTMENT INCOME
      Dividends                                                     $   335,133
                                                                    -----------
EXPENSES
      Custodian fees                                                     38,887
      Investment advisory fees (Note 3)                                  26,576
      Registration fees                                                  24,365
      Insurance expense                                                  19,644
      Accounting services fees (Note 3)                                  18,000
      Postage and supplies                                               11,311
      Transfer agent fees (Note 3)                                       10,800
      Administrative services fees (Note 3)                              10,042
      Amortization of organization expenses (Note 1)                      6,311
      Professional fees                                                   4,141
      Trustees' fees and expenses                                         2,250
      Pricing expenses                                                    2,108
      Reports to shareholders                                             1,075
                                                                    -----------
           TOTAL EXPENSES                                               175,510
      Fees waived and expenses reimbursed by the Adviser (Note 3)      (123,606)
                                                                    -----------
           NET EXPENSES                                                  51,904
                                                                    -----------

NET INVESTMENT INCOME                                                   283,229
                                                                    -----------
REALIZED AND UNREALIZED LOSSES
      ON INVESTMENTS
      Net realized losses from security transactions                   (185,658)
      Net change in unrealized appreciation/
         depreciation on investments                                 (1,457,936)
                                                                    -----------
NET REALIZED AND UNREALIZED
      LOSSES ON INVESTMENTS                                          (1,643,594)
                                                                    -----------
NET DECREASE IN NET ASSETS FROM
      OPERATIONS                                                    $(1,360,365)
                                                                    ===========

(A)  Represents the period from the  commencement of operations  (March 2, 1998)
     through December 31, 1998.

See accompanying notes to financial statements.

<PAGE>

WELLS S&P REIT INDEX FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31, 1998 (A)
================================================================================
FROM OPERATIONS:
      Net investment income                                        $    283,229
      Net realized losses from security transactions                   (185,658)
      Net change in unrealized appreciation/depreciation
         on investments                                              (1,457,936)
                                                                   ------------
Net decrease in net assets from operations                           (1,360,365)
                                                                   ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
      Dividends from net investment income                             (283,229)
      Return of capital                                                 (61,104)
                                                                   ------------
Decrease in net assets from distributions to shareholders              (344,333)
                                                                   ------------
FROM CAPITAL SHARE TRANSACTIONS:
      Proceeds from shares sold                                      13,598,352
      Net asset value of shares issued in
          reinvestment of distributions to shareholders                 318,441
      Payments for shares redeemed                                     (326,417)
                                                                   ------------
Net increase in net assets from capital share transactions           13,590,376
                                                                   ------------

TOTAL INCREASE IN NET ASSETS                                         11,885,678

NET ASSETS:
      Beginning of period (Note 1)                                      100,000
                                                                   ------------
      End of period                                                $ 11,985,678
                                                                   ============

CAPITAL SHARE ACTIVITY:
      Shares sold                                                     1,537,513
      Shares issued in reinvestment of
         distributions to shareholders                                   39,308
      Shares redeemed                                                   (40,132)
                                                                   ------------
      Net increase in shares outstanding                              1,536,689
      Shares outstanding, beginning of period (Note 1)                   10,000
                                                                   ------------
      Shares outstanding, end of period                               1,546,689
                                                                   ============

(A)  Represents the period from the  commencement of operations  (March 2, 1998)
     through December 31, 1998.

See accompanying notes to financial statements.

<PAGE>

WELLS S&P REIT INDEX FUND
FINANCIAL HIGHLIGHTS
FOR THE PERIOD ENDED DECEMBER 31, 1998 (A)
================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING
      THROUGHOUT THE PERIOD:

   Net asset value at beginning of period                          $    10.00
                                                                   ----------
   Income from investment operations:                          
      Net investment income                                              0.26
      Net realized and unrealized losses on investments                 (2.20)
                                                                   ----------
   Total from investment operations                                     (1.94)
                                                                   ----------
                                                               
   Less distributions:                                         
      Dividends from net investment income                              (0.26)
      Return of capital                                                 (0.05)
                                                                   ----------
   Total distributions                                                  (0.31)
                                                                   ----------
                                                               
   Net asset value at end of period                                $     7.75
                                                                   ==========
RATIOS AND SUPPLEMENTAL DATA:                                  
                                                               
   Total return (B)                                                   (19.62)%
                                                                   ==========
                                                               
   Net assets at end of period (000's)                             $   11,986
                                                                   ==========
                                                               
   Ratio of net expenses to average net assets (C)                      0.99%(D)
                                                               
   Ratio of net investment income to average net assets                 5.33%(D)
                                                               
   Portfolio turnover rate                                                 9%(D)
                                                             
- --------------------------------------------------------------------------------

(A)  Represents the period from the  commencement of operations  (March 2, 1998)
     through December 31, 1998.

(B)  Total return shown excludes the effect of applicable sales loads and is not
     annualized.

(C)  Absent fee waivers and expense  reimbursements by the Adviser, the ratio of
     expenses to average net assets would have been 3.30% (D).

(D)  Annualized.

See accompanying notes to financial statements.

<PAGE>

WELLS S&P REIT INDEX FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1998
================================================================================
                                                                       MARKET
COMMON STOCKS - 97.7%                                      SHARES       VALUE
- --------------------------------------------------------------------------------
APARTMENT/RESIDENTIAL - 20.2%
    Apartment Investment & Management Company - Class A     4,900    $  182,219
    Archstone Communities Trust                            14,500       293,625
    Associated Estates Realty Corp.                         2,200        25,988
    Avalon Bay Communities, Inc.                            6,474       221,734
    Berkshire Realty Company, Inc.                          3,800        36,100
    BRE Properties, Inc. -  Class A                         4,500       111,375
    Camden Property Trust                                   4,475       116,350
    Chateau Communities, Inc.                               2,800        82,075
    Colonial Properties Trust                               2,600        69,225
    Cornerstone Realty Income Trust, Inc.                   4,300        45,150
    Equity Residential Properties Trust                    11,755       475,342
    Essex Property Trust, Inc.                              1,700        50,575
    Gables Residential Trust                                2,700        62,606
    Irvine Apartment Communities, Inc.                      2,000        63,750
    Manufactured Home Communities, Inc.                     2,700        67,669
    Merry Land Properties, Inc.*                              175           634
    Mid-America Apartment Communities, Inc.                 1,900        43,106
    Pennsylvania Real Estate Investment Trust               1,300        25,269
    Post Properties, Inc.                                   3,800       146,063
    Smith (Charles E.) Residential Realty, Inc.             1,800        57,825
    Summit Properties, Inc.                                 2,500        43,125
    Sun Communities, Inc.                                   1,700        59,181
    United Dominion Realty Trust, Inc.                     10,500       108,281
    Walden Residential Properties, Inc.                     1,800        36,788
                                                                   ------------
                                                                      2,424,055
                                                                   ------------
DIVERSIFIED - 8.3%
    CCA Prison Realty Trust                                 2,200        45,100
    Duke Realty Investments, Inc.                           8,500       197,625
    Franchise Finance Corporation of America                5,000       120,000
    Glenborough Realty Trust, Inc.                          3,200        65,200
    Liberty Property Trust                                  6,600       162,525
    MGI Properties, Inc.                                    1,400        39,112
    National Golf Properties, Inc.                          1,200        34,725
    Pacific Gulf Properties, Inc.                           2,000        40,125
    Spieker Properties, Inc.                                6,300       218,138
    Washington Real Estate Investment Trust                 3,600        67,050
                                                                   ------------
                                                                        989,600
                                                                   ------------

HEALTH CARE - 8.3%
    American Health Properties, Inc.                        2,500        51,562
    Health Care Property Investors, Inc.                    3,100        95,325
    Health Care REIT, Inc.                                  2,800        72,450
    Healthcare Realty Trust, Inc.                           4,033        89,986
    HRPT Properties Trust                                  13,400       188,438
    LTC Properties, Inc.                                    2,700        44,888
    Meditrust Corp.                                        15,300       231,412

<PAGE>

WELLS S&P REIT INDEX FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1998
================================================================================
                                                                       MARKET
COMMON STOCKS - 97.7%                                      SHARES       VALUE
- --------------------------------------------------------------------------------
HEALTH CARE - 8.3% (CONTINUED)
    National Health Investors, Inc.                         2,400    $   59,250
    Nationwide Health Properties, Inc.                      4,700       101,344
    OMEGA Healthcare Investors, Inc.                        2,100        63,394
                                                                   ------------
                                                                        998,049
                                                                   ------------
HOTEL - 7.6%
    Equity Inns, Inc.                                       3,600        34,650
    FelCor Lodging Trust, Inc.                              6,900       159,131
    Hospitality Properties Trust                            4,300       103,738
    MeriStar Hospitality Corp.                              4,700        87,244
    Patriot American Hospitality, Inc.                     14,500        87,000
    RFS Hotel Investors, Inc.                               2,500        30,625
    Starwood Hotels & Resorts                              17,500       397,031
    Winston Hotels, Inc.                                    1,600        13,100
                                                                   ------------
                                                                        912,519
                                                                   ------------
INDUSTRIAL/OFFICE - 27.2%
    AMB Property Corp.                                      8,700       191,400
    Arden Realty, Inc.                                      6,300       146,081
    Bedford Property Investors, Inc.                        2,300        38,812
    Boston Properties, Inc.                                 6,400       195,200
    Brandywine Realty Trust                                 3,900        69,712
    CarrAmerica Realty Corp.                                6,800       163,200
    CenterPoint Properties Corp.                            2,000        67,625
    Cornerstone Properties, Inc.                           10,300       160,938
    Cousins Properties, Inc.                                3,200       103,200
    Crescent Real Estate Equities Company                  12,200       280,600
    EastGroup Properties, Inc.                              1,700        31,344
    Equity Office Properties Trust                         26,200       628,800
    First Industrial Realty Trust, Inc.                     3,800       101,888
    Highwoods Properties, Inc.                              6,000       154,500
    Kilroy Realty Corp.                                     2,800        64,400
    Koger Equity, Inc.                                      2,600        44,688
    Mack-Cali Realty Corp.                                  5,700       175,988
    Meridian Industrial Trust, Inc.                         3,200        75,200
    Prentiss Properties Trust                               3,900        87,019
    ProLogis Trust                                         12,500       259,375
    Reckson Associates Realty Corp.                         4,100        90,969
    TriNet Corporate Realty Trust, Inc.                     2,500        66,875
    Weeks Corp.                                             2,000        56,375
                                                                   ------------
                                                                      3,254,189
                                                                   ------------
MORTGAGE - 0.8%
    Dynex Capital, Inc.                                     4,500        20,812
    Indymac Mortgage Holdings, Inc.                         7,600        80,275
                                                                   ------------
                                                                        101,087
                                                                   ------------
RETAIL CENTERS - 20.6%
    Bradley Real Estate, Inc.                               2,400        49,200

<PAGE>

WELLS S&P REIT INDEX FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1998
================================================================================
                                                                       MARKET
COMMON STOCKS - 97.7%                                      SHARES       VALUE
- --------------------------------------------------------------------------------
RETAIL CENTERS - 20.6% (CONTINUED)
    Burnham Pacific Properties, Inc.                        3,200    $   38,600
    CBL & Associates Properties, Inc.                       2,500        64,531
    Chelsea GCA Realty, Inc.                                1,500        53,438
    Commercial Net Lease Realty                             2,900        38,425
    Developers Diversified Realty Corp.                     6,000       106,500
    Federal Realty Investment Trust                         4,100        96,862
    General Growth Properties, Inc.                         3,600       136,350
    Glimcher Realty Trust                                   2,400        37,650
    IRT Property Company                                    3,300        33,000
    JDN Realty Corp.                                        3,300        71,156
    JP Realty, Inc.                                         1,800        35,325
    Kimco Realty Corp.                                      5,800       230,188
    Kranzco Realty Trust                                    1,000        14,938
    Macerich Company (The)                                  3,200        82,000
    Mills Corp.                                             2,500        49,688
    New Plan Excel Realty Trust                             8,960       198,800
    Prime Retail, Inc.                                      4,377        42,949
    Realty Income Corp.                                     2,700        67,162
    Simon Property Group, Inc.                             16,900       481,650
    Taubman Centers, Inc.                                   5,300        72,875
    Urban Shopping Centers, Inc.                            1,800        58,950
    Vornado Realty Trust                                    8,500       286,875
    Weingarten Realty Investors                             2,700       120,488
                                                                   ------------
                                                                      2,467,600
                                                                   ------------
SELF STORAGE - 4.7%
    Public Storage, Inc.                                   12,400       335,575
    Shurgard Storage Centers, Inc. - Class A                2,900        74,856
    Sovran Self Storage, Inc.                               1,200        30,150
    Storage Trust Realty                                    1,600        37,400
    Storage USA, Inc.                                       2,800        90,474
                                                                   ------------
                                                                        568,455
                                                                   ------------

TOTAL COMMON STOCKS (COST $13,173,490)                               11,715,554
                                                                   ------------

CASH EQUIVALENTS - 2.2%
    Star Treasury Fund (Cost $261,469)                                  261,469
                                                                   ------------

TOTAL INVESTMENTS SECURITIES - 99.9% (COST $13,434,959)              11,977,023

OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1%                              8,655
                                                                   ------------

NET ASSETS - 100.0%                                                $ 11,985,678
                                                                   ============

* Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

WELLS S&P REIT INDEX FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES

The Wells S&P REIT Index Fund (the  Fund) is a  diversified  series of the Wells
Family of Real  Estate  Funds (the  Trust),  an open-end  management  investment
company  registered  under the  Investment  Company  Act of 1940.  The Trust was
organized as an Ohio business trust on June 4, 1997. The Fund was capitalized on
December 22, 1997, when Leo F. Wells III, the President of the Fund's investment
adviser,  Wells Asset  Management,  Inc.  (the  Adviser),  purchased the initial
10,000 shares of the Fund at $10.00 per share.  The public offering of shares of
the Fund  commenced on March 2, 1998.  The Fund had no  operations  prior to the
public offering of shares except for the initial issuance of shares.

The Fund seeks to provide investment results corresponding to the performance of
the S&P REIT Index (the Index) by investing in the stocks included in the Index.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation -- The Fund's  portfolio  securities  are valued as of the
close  of the  regular  session  of  trading  on the New  York  Stock  Exchange,
currently  4:00 p.m.,  Eastern  time.  Securities  traded on stock  exchanges or
quoted by NASDAQ are valued  their last sales  price on the  principal  exchange
where the  security  is traded or, if not  traded on a  particular  day,  at the
closing bid price.  Securities traded in the over-the-counter  market, and which
are not  quoted by  NASDAQ,  are  valued at their  last  sales  price or, if not
available, at their last quoted bid price.

Share valuation -- The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares  outstanding,  rounded to the nearest cent.  The offering price
per  share of the Fund is equal to the net asset  value  per share  plus a sales
load equal to 4.17% of the net asset value (or 4% of the  offering  price).  The
redemption  price  per  share of the Fund is equal to the net  asset  value  per
share.

Investment  income --  Dividend  income is  recorded  on the  ex-dividend  date.
Interest income is accrued as earned.

Distributions to shareholders -- Distributions to shareholders  arising from net
investment  income are declared  and paid  quarterly.  Net  realized  short-term
capital gains,  if any, may be distributed  throughout the year and net realized
long-term capital gains, if any, are distributed at least once each year. Income
dividends and capital gain  distributions  are  determined  in  accordance  with
income tax regulations.

Security  transactions -- Security  transactions  are accounted for on the trade
date. Securities sold are valued on a specific identification basis.

Organization  expenses - Expenses of organization,  net of certain expenses paid
by the Adviser, have been capitalized and are being amortized on a straight-line
basis over five years.

Estimates  --  The  preparation  of  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the  reported  amounts of income and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

<PAGE>

WELLS S&P REIT INDEX FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998


Federal  income  tax -- It is the  Fund's  policy  to  comply  with the  special
provisions  of the  Internal  Revenue  Code (the Code)  available  to  regulated
investment companies.  As provided therein, in any fiscal year in which the Fund
so qualifies and  distributes  at least 90% of its taxable net income,  the Fund
(but not the shareholders)  will be relieved of federal income tax on the income
distributed. Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.

As of December 31, 1998,  the Fund had capital  loss  carryforwards  for federal
income tax purposes of $61,580,  which expire on December 31, 2006. In addition,
the Fund  elected  to defer  until its  subsequent  tax year  $41,550 of capital
losses  incurred after October 31, 1998.  These capital loss  carryforwards  and
"post-October"  losses may be  utilized in future  years to offset net  realized
capital gains prior to distribution to shareholders.

As of  December  31,  1998,  net  unrealized  depreciation  on  investments  was
$1,540,464  for  federal  income  tax  purposes,  of which  $135,913  related to
appreciated securities and $1,676,377 related to depreciated securities based on
a federal  income tax cost basis of  $13,517,487.  The  difference  between  the
federal income tax cost of portfolio investments and the acquisition cost is due
to certain timing  differences in the recognition of capital losses under income
tax regulations and generally accepted accounting principles.

Reclassification  of  capital  accounts  --  On  December  31,  1998,  the  Fund
reclassified  $61,104 of  overdistributed  net investment income against paid-in
capital.  This  reclassification  has no effect on the  Fund's net assets or net
asset value per share.

2.   INVESTMENT TRANSACTIONS

During the period ended  December 31, 1998,  cost of purchases and proceeds from
sales of portfolio securities,  other than short-term  investments,  amounted to
$13,914,593 and $482,415, respectively.

3.   TRANSACTIONS WITH AFFILIATES

Certain  trustees and officers of the Trust are also  officers of the Adviser or
of Countrywide  Fund Services,  Inc. (CFS), the  administrative  services agent,
shareholder  servicing and transfer agent, and accounting services agent for the
Trust.

ADVISORY AGREEMENT
The Adviser has overall  supervisory  responsibility  for the general management
and  investment of the Fund's assets and  portfolio  securities  pursuant to the
terms of an Advisory Agreement. The Fund pays the Adviser an investment advisory
fee, computed and accrued daily and paid monthly,  at an annual rate of 0.50% of
the average daily net assets of the Fund.

<PAGE>

WELLS S&P REIT INDEX FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998


In order to reduce the operating  expenses of the Fund, the Adviser  voluntarily
waived its  investment  advisory  fees of $26,576  and  reimbursed  the Fund for
$97,030 of other operating expenses during the period ended December 31, 1998.

SUB-ADVISORY AGREEMENT
Gateway  Investment  Advisers,  L.P. (the  Sub-Adviser) has been retained by the
Adviser to provide  portfolio  management  services  for the Fund's  investments
pursuant to the terms of a Sub-Advisory  Agreement between the Sub-Adviser,  the
Adviser and the Trust.  The Adviser (not the Fund) pays the  Sub-Adviser  a fee,
computed and accrued daily and paid  monthly,  at an annual rate of 0.15% of the
Fund's  average  daily net assets up to $100  million;  0.10% of such net assets
from $100  million  to $200  million;  and 0.07% of such net assets in excess of
$200 million, subject to a $3,000 minimum monthly fee.

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement,  CFS  supplies  non-investment
related  administrative and compliance services for the Fund. CFS supervises the
preparation of tax returns, reports to shareholders, reports to and filings with
the Securities and Exchange  Commission and state  securities  commissions,  and
materials  for  meetings  of the  Board of  Trustees.  For these  services,  CFS
receives  a monthly  fee from the Fund at an annual  rate of 0.15% of the Fund's
average  daily net assets up to $50 million;  0.125% of such net assets from $50
million to $100 million; and 0.10% of such net assets in excess of $100 million,
subject to a $1,000 minimum monthly fee.

TRANSFER AGENT AND SHAREHOLDER SERVICING AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency  Agreement,  CFS  maintains  the records of each  shareholder's  account,
answers shareholders'  inquiries concerning their accounts,  processes purchases
and  redemptions  of the  Fund's  shares,  acts  as  dividend  and  distribution
disbursing agent and performs other  shareholder  service  functions.  For these
services,  CFS receives a monthly fee from the Fund at an annual rate of $20 per
shareholder account,  subject to a $1,200 minimum monthly fee. In addition,  the
Fund pays  out-of-pocket  expenses  including,  but not limited to,  postage and
supplies.

ACCOUNTING SERVICES AGREEMENT
Under the terms of an Accounting  Services  Agreement,  CFS calculates the daily
net asset value per share and maintains  the financial  books and records of the
Fund.  For these  services,  CFS receives a monthly fee,  based on current asset
levels,   of  $2,000  from  the  Fund.  In  addition,   the  Fund  pays  certain
out-of-pocket  expenses  incurred by CFS in obtaining  valuations  of the Fund's
portfolio securities.

UNDERWRITING AGREEMENT
Under the terms of an Underwriting Agreement, Wells Investment Securities,  Inc.
(the  Underwriter)  serves as the exclusive  agent for the  distribution  of the
Fund's  shares.  For  these  services,   the  Underwriter  earned  $35,084  from
underwriting and broker commissions on the sale of Fund shares during the period
ended December 31, 1998. The Underwriter is an affiliate of the Adviser.

<PAGE>

WELLS S&P REIT INDEX FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998


PLAN OF DISTRIBUTION
The Trust has adopted a Plan of  Distribution  (the Plan) pursuant to Rule 12b-1
under  the 1940  Act.  The Plan  provides  that the Fund may  directly  incur or
reimburse the Underwriter  for certain costs related to the  distribution of the
Fund's shares,  not to exceed 0.25% of average daily net assets.  For the period
ended December 31, 1998, the Fund incurred no such expenses under the Plan.

<PAGE>

                              ARTHUR ANDERSEN LLP

                    Report of Independent Public Accountants
                    ----------------------------------------


To the Shareholders and Board of Trustees of the Wells S&P REIT Index Fund:

     We have audited the accompanying statement of assets and liabilities of the
Wells S&P REIT Index Fund of the Wells  Family of Real Estate  Funds,  including
the portfolio of investments, as of December 31, 1998, and the related statement
of  operations,  the  statement  of changes  in net  assets,  and the  financial
highlights for the periods  indicated  thereon.  These financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  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
December 31, 1998, by  correspondence  with the custodian and brokers.  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 audit  provides 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  S&P REIT  Index  Fund of the  Wells  Family  of Real  Estate  Funds as of
December 31, 1998, the results of its operations, the changes in its net assets,
and the financial  highlights for the periods indicated  thereon,  in conformity
with generally accepted accounting principles.


                                                   /s/ Arthur Andersen LLP

Cincinnati, Ohio,
January 13, 1999


<TABLE> <S> <C>

<ARTICLE>                     6
<CIK>                         0001040623
<NAME>                        WELLS FAMILY OF REAL ESTATE FUNDS
       
<S>                           <C>
<PERIOD-TYPE>                 10-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                       13,434,959
<INVESTMENTS-AT-VALUE>                      11,977,023
<RECEIVABLES>                                  220,673
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                            61,190
<TOTAL-ASSETS>                              12,258,886
<PAYABLE-FOR-SECURITIES>                       139,527
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      133,681
<TOTAL-LIABILITIES>                            273,208
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    13,629,272
<SHARES-COMMON-STOCK>                        1,546,689
<SHARES-COMMON-PRIOR>                           10,000
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (185,658)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    (1,457,936)
<NET-ASSETS>                                11,985,678
<DIVIDEND-INCOME>                              335,133
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  51,904
<NET-INVESTMENT-INCOME>                        283,229
<REALIZED-GAINS-CURRENT>                      (185,658)
<APPREC-INCREASE-CURRENT>                   (1,457,936)
<NET-CHANGE-FROM-OPS>                       (1,360,365)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      283,229
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                           61,104
<NUMBER-OF-SHARES-SOLD>                      1,537,513
<NUMBER-OF-SHARES-REDEEMED>                     40,132
<SHARES-REINVESTED>                             39,308
<NET-CHANGE-IN-ASSETS>                      11,885,678
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           26,576
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                175,510
<AVERAGE-NET-ASSETS>                         6,357,844
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .26
<PER-SHARE-GAIN-APPREC>                          (2.20)
<PER-SHARE-DIVIDEND>                               .26
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                               .05
<PER-SHARE-NAV-END>                               7.75
<EXPENSE-RATIO>                                    .99
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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