<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1999
REGISTRATION NO. 333-74295; 811-09253
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. / /
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. / /
------------------------
WELLS FARGO FUNDS TRUST
(Exact Name of Registrant as specified in Charter)
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
(Address of Principal Executive Offices, including Zip Code)
------------------------
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 643-9691
RICHARD H. BLANK, JR.
C/O STEPHENS INC.
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
(Name and Address of Agent for Service)
------------------------
WITH A COPY TO:
ROBERT M. KURUCZA, ESQ.
MARCO E. ADELFIO, ESQ.
MORRISON & FOERSTER LLP
2000 PENNSYLVANIA AVE., N.W.
WASHINGTON, D.C. 20006
AND
KATHLEEN K. CLARKE, ESQ.
SEWARD & KISSEL LLP
1200 G STREET, NW
WASHINGTON, DC 20005
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THIS REGISTRATION STATEMENT.
The Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940; accordingly, no fee is payable herewith.
It is proposed that this filing will become effective on May 25, 1999
pursuant to Rule 488 under the Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE.
FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING D.F. KING & CO., INC.
TOLL-FREE AT 1-800-326-3066 FROM 6:00 A.M. TO
7:00 P.M. PACIFIC TIME. YOU MAY ALSO
VOTE BY FAXING YOUR PROXY BALLOT TO D.F. KING & CO., INC.
AT 1-212-269-2796 OR BY INTERNET WWW.PROXYVOTE.COM
A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE
VOTE WILL BE MAILED TO YOU.
STAGECOACH FUNDS
111 CENTER STREET
LITTLE ROCK, AR 72201
NORWEST ADVANTAGE FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101
May [ ], 1999
Dear Valued Shareholder:
We are seeking your approval of a proposed reorganization of your Stagecoach
or Norwest Advantage Fund into a corresponding Fund of Wells Fargo Trust. The
proposed reorganization is part of a plan arising from the merger of Wells Fargo
& Company and Norwest Corporation, which are the parent companies of the
advisors to the Stagecoach and Norwest Advantage Funds. By consolidating the
Funds, we expect to reduce management and administrative inefficiencies. We also
expect to achieve increased investment leverage and market presence for the
consolidated Funds, which we believe will be advantageous for Fund shareholders.
WELLS FARGO BANK HAS AGREED TO PAY ALL EXPENSES OF THE REORGANIZATION SO
THAT SHAREHOLDERS WILL NOT BEAR THESE COSTS.
THE BOARDS OF DIRECTORS AND TRUSTEES OF THE STAGECOACH AND NORWEST ADVANTAGE
FUNDS HAVE UNANIMOUSLY APPROVED THE REORGANIZATION AND BELIEVE THAT IT IS IN THE
BEST INTERESTS OF SHAREHOLDERS. THEY RECOMMEND THAT YOU APPROVE THE
REORGANIZATION BY VOTING YOUR PROXY.
Under the reorganization, each of the Stagecoach Funds and the Norwest
Advantage Funds will transfer all of its assets and liabilities to a Wells Fargo
Trust Fund. We will refer to these fund groups as the SC Funds, the NAF Funds,
and the WF Funds and all of them together as the Funds. The following table
lists the SC Funds, the NAF Funds, and the corresponding WF Funds that are part
of the proposed reorganization. In some cases, only SC Funds or NAF Funds are
part of the reorganization. In other cases, both SC Funds and NAF Funds are
reorganizing into the same WF Fund.
1
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
will reorganize into
SC FUND NAF FUND WF FUND
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Asset Allocation Fund -- Asset Allocation Fund
Balanced Fund
Growth Fund ValuGrowth-SM- Stock Fund Growth Fund
Diversified Equity Income Income Equity Fund Income Equity Fund
Fund
Small Cap Fund Small Company Stock Fund Small Cap Fund
Strategic Growth Fund
Income Fund
Total Return Bond Fund
-- Performa Strategic Value Bond Income Fund
Fund
U.S. Government Income Fund Intermediate Government Intermediate Government
U.S. Government Allocation Income Fund Income Fund
Fund
Short-Intermediate U.S. Limited Term Government Limited Term Government
Government Income Fund Income Fund Income Fund
National Tax-Free Fund Tax-Free Income Fund National Tax-Free Fund
Prime Money Market Fund Cash Investment Money Market
(Administrative, Service and Cash Investment Fund Fund
Institutional Classes)
Prime Money Market Fund Ready Cash Investment Fund
(Class A) (Investor and Exchange Money Market Fund
Money Market Fund Classes)
National Tax-Free Money Municipal Money Market Fund National Tax-Free Money
Market Fund (Class A) (Investor Class) Market Fund (Class A)
National Tax-Free
National Tax-Free Money Municipal Money Market Fund Institutional Money Market
Market Fund (Institutional (Institutional Class) Fund (Service and
Class) Institutional Classes)
Treasury Plus Money Market Treasury Plus Fund Treasury Plus Institutional
Fund (Administrative, Service (Institutional Class) Money Market Fund (Service
and Institutional Classes) and Institutional Classes)
Government Money Market Fund U.S. Government Fund Government Money Market Fund
</TABLE>
WHAT ARE THE BENEFITS OF THE PROPOSED REORGANIZATION?
- The combined Funds, along with the other SC and NAF Funds that will be
part of the WF funds family, will provide investors with a wider array of
investments options and therefore more choices of available funds.
- The reorganization will be tax-free for all Funds, except for certain
money market funds, and shareholders of these funds are not expected to
experience any tax consequences.
2
<PAGE>
- The asset size of the combining Funds will increase substantially; thus we
expect the reorganization will result in greater investment leverage and
market presence.
- The reorganization will result in operating efficiencies for the Funds.
- The combining Funds will have compatible objectives and investment
strategies.
- Wells Fargo will pay all of the costs of the reorganization.
You do not need to make any changes to your investments now. We are
confident you will be pleased with the choices in the new fund family.
Please read the enclosed proxy materials and consider the information
provided. We encourage you to complete and mail your proxy card promptly. No
postage is necessary if you mail it in the United States. You also may send your
proxy to us by fax at 1-212-269-2796, or vote by internet
(http://www.proxyvote.com) or telephone 1-800-326-3066.
Very truly yours,
[NAME]
[TITLE]
3
<PAGE>
STAGECOACH FUNDS
111 CENTER STREET
LITTLE ROCK, AR 72201
NORWEST ADVANTAGE FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST 5, 1999
To the Shareholders of the SC Funds and the NAF Funds:
A special meeting of shareholders will be held on Thursday, August 5, 1999,
at a.m. at the principal office of , to consider the following:
1. A proposal to approve Agreements and Plans of Reorganization for the SF
Funds and the NAF Funds. Under these Agreements, the SC Funds and the NAF
Funds will transfer all of their assets to the corresponding WF Funds in
exchange for shares of the WF Funds. These WF Fund shares would be
distributed proportionately to the shareholders of the SC Funds and NAF
Funds. The WF Funds also would assume the liabilities of the corresponding
SC Funds and NAF Funds.
2. Any other business that properly comes before the meeting.
Shareholders of record as of the close of business on May 6, 1999 are
entitled to vote at the meeting and any related follow-up meetings.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN
THE ENCLOSED PROXY CARD (VOTING INSTRUCTION CARD).
<TABLE>
<S> <C>
By Order of the Board of Trustees
-------------------------------------------
</TABLE>
June , 1999
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE
NUMBER OF SHARES THAT YOU OWNED ON THE RECORD DATE.
4
<PAGE>
COMBINED PROXY STATEMENT/PROSPECTUS
June , 1999
<TABLE>
<S> <C>
STAGECOACH FUNDS NORWEST ADVANTAGE FUNDS
111 CENTER STREET 2 PORTLAND SQUARE
LITTLE ROCK, AR 72211 PORTLAND, ME 04101
</TABLE>
- --------------------------------------------------------------------------------
WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?
On March 25, 1999, the SC Funds' and NAF Funds' Boards of Directors and
Trustees approved the reorganization of the Funds into new WF Funds. The
reorganization is part of a plan to consolidate the Wells Fargo Bank fund family
with the Norwest Advantage fund family, following last November's merger of
their investment advisor's parent companies--Wells Fargo & Company and Norwest
Corporation.
This proxy statement and prospectus contains the information shareholders
should know before voting on the proposed reorganization of the following SC
Funds and NAF Funds into the corresponding WF Fund:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
will reorganize into
SC FUND NAF FUND WF FUND
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Asset Allocation Fund
Balanced Fund -- Asset Allocation Fund
Growth Fund ValuGrowth-SM- Stock Fund Growth Fund
Diversified Equity Income
Fund Income Equity Fund Income Equity Fund
Small Cap Fund
Strategic Growth Fund Small Company Stock Fund Small Cap Fund
Income Fund
Total Return Bond Fund
-- Performa Strategic Value Income Fund
Bond Fund
U.S. Government Income Fund
U.S. Government Intermediate Government Intermediate Government
Allocation Fund Income Fund Income Fund
Short-Intermediate U.S. Limited Term Government Limited Term Government
Government Income Fund Income Fund Income Fund
National Tax-Free Fund Tax-Free Income Fund National Tax-Free Fund
Prime Money Market Fund
(Administrative, Service and Cash Investment Fund Cash Investment
Institutional Classes) Money Market Fund
Prime Money Market Fund Ready Cash Investment Fund
(Class A) (Investor and Exchange Money Market Fund
Money Market Fund Classes)
National Tax-Free
Money Market Fund Municipal Money Market Fund National Tax-Free Money
(Class A) (Investor Class) Market Fund (Class A)
National Tax-Free
National Tax-Free Institutional
Money Market Fund Municipal Money Market Fund Money Market Fund
(Institutional Class) (Institutional Class) (Service and Institutional
Classes)
Treasury Plus Money Market Treasury Plus Institutional
Fund (Administrative, Service Treasury Plus Fund Money Market Fund
and (Institutional Class) (Service and Institutional
Institutional Classes) Classes)
Government Government
Money Market Fund U.S. Government Fund Money Market Fund
</TABLE>
5
<PAGE>
HOW WILL THE REORGANIZATION WORK?
The reorganization will involve three steps:
- the transfer of the assets and liabilities of the SC Funds and the NAF
Funds to the corresponding WF Fund in exchange for shares of the WF Fund
of equivalent value to the net assets transferred;
- the pro rata distribution of the WF Fund's shares to the shareholders of
record of the SC Fund or NAF Fund as of the effective date of the
reorganization in full redemption of those shareholders' shares in the SC
Fund or NAF Fund; and
- the immediate liquidation and termination of the SC Fund or NAF Fund.
As a result of the reorganization, shareholders of the SC Funds or NAF Funds
will instead hold shares of the corresponding WF Fund having the same total
value as the shares of the SC Fund or NAF Fund that they held immediately before
the reorganization. If a majority of the shares of one of the SC Funds or NAF
Funds do not approve the reorganization, that Fund will not participate in the
reorganization and the SC Fund or NAF Fund will not be terminated. In such a
case, the SC or NAF Fund will continue its operations and its Directors or
Trustees will consider what further action is necessary.
IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE?
Yes, additional information about the Funds is available in the:
- Prospectuses for the SC Funds, NAF Funds and WF Funds;
- Management's Discussion of Fund Performance, which is included in the SC
Funds' and NAF Funds' Annual Reports to shareholders; and
- Statements of Additional Information, or SAIs, for the Funds.
All of this information is in documents filed with the Securities and
Exchange Commission. The prospectuses and Management's Discussion of Fund
Performance are legally deemed to be part of this proxy statement/prospectus.
The SAI to this proxy statement/prospectus also is legally deemed to be part of
this document.
The WF Funds' Prospectuses accompany this statement. The SF Funds' and NAF
Funds' Prospectuses and annual reports to shareholders, which contain audited
financial statements for the most current fiscal year have been previously
mailed to shareholders. Copies of all this information, including the SAIs, are
available upon request without charge by writing to or calling:
Wells Fargo Funds
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-552-9612
OTHER IMPORTANT THINGS TO NOTE:
- An investment in the WF Funds is not a deposit in Wells Fargo Bank or any
other bank and is not insured or guaranteed by the FDIC or any other
government agency.
- You may lose money by investing in the Funds.
- The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
6
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Proposal: Approval of Reorganization of SC Funds and NAF Funds............ 8
Summary................................................................... 9
Comparison of Current Fees.............................................. 9
Comparison of Investment Objectives and Strategies...................... 9
Common Risk Considerations.............................................. 23
Comparison of Shareholder Services and Procedures....................... 23
Federal Income Tax Consequences......................................... 23
Comparison of Investment Advisors and Investment Advisory Fees.......... 24
Comparison of Business Structures....................................... 24
Information About the Proposed Transaction................................ 25
Exhibit A: Fee Tables..................................................... A-1
Exhibit B: Agreements and Plans of Reorganization........................ B-1
Exhibit C: Comparison of Investment Objectives and Strategies............ C-1
Exhibit D: Comparison of Shareholder Services and Procedures.............. D-1
Exhibit E: Comparison of Investment Advisors and Investment Advisory
Fees.................................................................... E-1
Exhibit F: Comparison of Other Service Providers......................... F-1
Exhibit G: Comparison of Business Structures.............................. G-1
</TABLE>
7
<PAGE>
PROPOSAL: APPROVAL OF REORGANIZATION OF SC FUNDS AND NAF FUNDS
On March 25, 1999, the Board of Directors of the SC Funds and the Board of
Trustees of the NAF Funds unanimously voted to approve the reorganization,
subject to approval by the Funds' shareholders. Under the reorganization, the SC
Funds and the NAF Funds will transfer their assets to the corresponding WF Funds
and the WF Funds will assume the liabilities of the SC Funds and NAF Funds. Each
WF Fund is modeled on an existing SC Fund or NAF Fund, as identified in the
summary section of this proxy statement/prospectus. Following the transfer of
assets, shares of each WF Fund will be distributed to shareholders of each
corresponding SC Fund or NAF Fund. You will receive shares of a comparable class
of the WF Fund. As a result of the reorganization, you will receive WF Fund
shares equal to the value of your share of the net assets of each SC Fund or NAF
Fund in which you were invested. The reorganization is expected to be a tax-free
reorganization or, for certain money market funds, is not expected to result in
any tax consequences to shareholders. If approved by shareholders, the
reorganization is expected to occur in September, 1999.
The Directors and Trustees have concluded that participation in the proposed
reorganization is in the best interests of the SC Funds and NAF Funds and their
shareholders. The Directors and Trustees also concluded that the proposed
reorganization would not dilute shareholders' economic interests. In reaching
this conclusion, the Directors and Trustees considered, among other things:
1. The expanded range of investment options available to investors in the
WF Funds, including the combined SC and WF Funds. The WF Funds family
will offer 61 funds.
2. The similarities of the investment objectives and strategies of the WF
Funds with those of the SC Funds and NAF Funds.
3. The tax-free nature of the reorganization for all Funds, except for
certain money market funds and the expected lack of tax consequences for
shareholders of these funds.
4. The investment and market leverage that the WF Funds are expected to
achieve as part of the reorganization.
5. The improved operating efficiencies of the combined Funds.
6. The potential for improved performance of the WF Funds as compared to
the SC Funds and NAF Funds, based on a larger asset base and the
selection of successful portfolio managers with better track records for
the WF Funds.
7. The expense ratios of the SC Funds and NAF Funds as compared to the
corresponding WF Funds.
8. The expenses of the reorganization, all of which will be borne by Wells
Fargo.
For a more complete discussion of the factors considered by the Boards in
approving the reorganization, see pages 23-25.
8
<PAGE>
SUMMARY
The following summary highlights significant differences between the SC Fund
and NAF Fund that you own today and the corresponding WF Fund that you will own
after the reorganization. This summary is not complete and does not contain all
of the information that you should consider before voting on the reorganization
of the Funds. For more complete information, please read this entire document
and the enclosed Fund prospectuses.
COMPARISON OF CURRENT FEES
After the reorganization, most of the SC Funds and NAF Funds, with the
largest proportion of assets and shareholders, are projected to have the same or
lower operating expense ratios. These projections take into account potential
savings in fixed and variable expenses resulting from combining the operations
of the Funds and renegotiated contract terms with vendors. Some of the SC Funds
and NAF Funds, primarily their retail classes, which affect fewer shareholders
and less assets, are projected to have higher operating expense ratios before
waivers and reimbursements. These higher expense ratios are due primarily to new
or increased shareholder servicing fees that are intended to improve the scope
or quality of services provided to WF Fund shareholders. Wells Fargo, as
investment advisor to the WF Funds, has agreed to a fee waiver or expense
reimbursement for a period of at least one year so that expenses remain at or
close to the current expense ratios. The SC Asset Allocation and NAF Income
Equity Funds are projected to have higher expense ratios due to a reevaluation
of the services provided to shareholders in these Funds, which were not
reflected in their fees. Because the fees of these funds are expected to change
more significantly than other of the combining funds, Wells Fargo has agreed to
a fee waiver or expense reimbursement for a period of at least two years for the
WF Fund successors to these Funds. See Exhibit A--Comparative Fee Table for more
information about expenses, both before and after waivers and reimbursements and
Exhibit E--Comparison of Investment Advisors and Investment Advisory Fees for
information concerning current and post-reorganization investment advisory fees.
COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES
The following is a comparison of the investment objectives and strategies of
each SC Fund and NAF Fund and the corresponding WF Fund. A more detailed
comparison of the Funds' investment objectives and strategies can be found in
Exhibit C. You can find complete information on a Fund in its prospectus and
SAI.
Each SC Fund and NAF Fund and its corresponding WF Fund pursue similar
investment objectives and hold substantially similar securities. As a result,
the proposed reorganization of the SC Funds and NAF Funds will not cause
significant portfolio turnover or transaction expenses due to the WF Funds'
disposal of securities that are incompatible with their objectives. As noted
below, one of the reorganizing funds is the model for the surviving WF Fund.
9
<PAGE>
EQUITY FUNDS
WF ASSET ALLOCATION FUND
<TABLE>
<S> <C> <C>
Comparison of: SC ASSET ALLOCATION FUND WHICH WILL REORGANIZE INTO
AND WF ASSET ALLOCATION FUND
SC BALANCED FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC ASSET ALLOCATION Seeks long-term total return, The Fund is the model for and its
FUND consistent with reasonable risk. investment strategies are
substantially the same as the WF
Asset Allocation Fund described
below.
SC BALANCED FUND Seeks current income and long-term The Fund pursues a balanced and
total return, consistent with diversified investment approach by
reasonable risk, through a investing generally between 30% to
balanced investment approach. 70% of its assets in common stocks
and the remainder in debt
securities.
WF ASSET ALLOCATION Seeks long-term total return, The Fund allocates and reallocates
FUND consistent with reasonable risk. assets among common stocks, U.S.
Treasury bonds and money market
instruments. The Fund invests in
asset classes that the Advisor
believes are under-valued in order
to achieve better long-term,
risk-adjusted returns.
</TABLE>
10
<PAGE>
WF GROWTH FUND
<TABLE>
<S> <C> <C>
Comparison of: SC GROWTH FUND WHICH WILL REORGANIZE INTO
AND WF GROWTH FUND
NAF VALUGROWTH-SM- STOCK
FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC GROWTH FUND Seeks long-term capital The Fund is the model for and its
appreciation and current income. investment strategies are
substantially the same as the WF
Growth Fund described below.
NAF VALUGROWTH-SM- Seeks long-term capital The Fund invests primarily in
STOCK FUND appreciation. medium- and large-capitalization
companies that appear to have
above-average growth
characteristics and appear to be
undervalued. The Fund considers
the quality of a company's
management, the existence of a
leading or dominant position in a
major product line or market, the
soundness of the company's
financial position, and the
maintenance of a relatively high
rate of return on invested capital
and shareholder's equity.
WF GROWTH FUND Seeks long-term capital The Fund invests in equity
appreciation. securities of domestic and foreign
companies whose market
capitalization falls within the
range of the Russell 1000 Index,
which is considered a mid- to
large-capitalization index. The
Fund buys stocks of companies that
have a strong earnings growth
trend and above-average prospects
for future growth, or that the
Advisor believes are undervalued.
</TABLE>
11
<PAGE>
WF INCOME EQUITY FUND
<TABLE>
<S> <C> <C>
Comparison of: SC DIVERSIFIED INCOME WHICH WILL REORGANIZE INTO
EQUITY FUND WF INCOME EQUITY FUND
AND
NAF INCOME EQUITY FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC DIVERSIFIED Seeks current income and a growing The Fund actively manages a
EQUITY INCOME FUND stream of income over time, diversified portfolio of income-
consistent with the preservation producing equity securities. In
of capital. selecting stocks, the Fund
emphasizes dividend histories and
trends. The Fund also looks for
equity securities that it believes
are selling for less than their
intrinsic or true value and that
generally exhibit the following
characteristics: above average
financial strength, a strong
position in their industry, a
history of profit growth, and
relatively high dividends.
NAF INCOME EQUITY Seeks long-term capital The Fund is the model for and its
FUND appreciation and above-average investment strategies are
dividend income. substantially similar to the WF
Income Equity Fund described
below.
WF INCOME EQUITY Seeks long-term capital The Fund invests in the common
FUND appreciation and above-average stocks of large, high quality
dividend income. domestic companies with
above-average return potential and
above-average dividend income. The
Fund considers "large" companies
to be those whose market
capitalization is greater than the
median of the companies in the
Russell 1000 Index, which is
considered a mid- to large-
capitalization index.
</TABLE>
12
<PAGE>
WF SMALL CAP FUND
<TABLE>
<S> <C> <C>
Comparison of: SC SMALL CAP FUND WHICH WILL REORGANIZE INTO
AND WF SMALL CAP FUND
SC STRATEGIC GROWTH FUND
AND
NAF SMALL COMPANY STOCK
FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC SMALL CAP FUND Seeks above-average, long-term The Fund is the model for and its
capital appreciation. investment strategies are
substantially the same as the WF
Small Cap Fund described below.
SC STRATEGIC GROWTH Seeks above-average, long-term The Fund's investment strategies
FUND capital appreciation. are similar to the WF Small Cap
Fund described below. The Fund
invests the majority of its
holdings in established growth
companies, turnaround or
acquisition candidates, or
attractive larger capitalization
companies.
NAF SMALL COMPANY Seeks long-term capital The Fund invests primarily in the
STOCK FUND appreciation. common stock of small- and medium-
sized domestic companies that have
market capitalizations well below
that of the average company in the
S&P 500 Index. The Fund invests in
companies that may be in a
relatively early stage of
development or may produce goods
and services that have favorable
prospects for growth due to
increasing demand or developing
markets.
WF SMALL CAP FUND Seeks long-term capital The Fund invests in equity
appreciation. securities of domestic and foreign
companies whose market
capitalization falls within the
range of the Russell 2000 Index,
which is considered a small
capitalization index. The Fund
buys stocks that the Advisor
believes have above-average
prospects for capital growth, or
that may be involved in new or
innovative products, services and
processes.
</TABLE>
13
<PAGE>
WF INCOME FUNDS
<TABLE>
<S> <C> <C>
Comparison of: NAF INCOME FUND WHICH WILL REORGANIZE INTO
AND WF INCOME FUND
NAF TOTAL RETURN BOND
FUND
AND
NAF PERFORMA STRATEGIC
VALUE BOND FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
NAF INCOME FUND Seeks to provide total return The Fund is the model for and its
consistent with current income. primary investment strategies are
substantially the same as the WF
Income Fund described below.
NAF TOTAL RETURN Seeks to provide total return. The Fund's primary investment
BOND FUND strategies are similar to the WF
Income Fund described below. In
addition, the Fund seeks strategic
diversification. The Fund
generally invests 65% of its total
assets in fixed-income securities
rated within the 3 highest rating
categories or, if unrated, of
comparable quality.
NAF PERFORMA Seeks to provide total return by The Fund's primary investment
STRATEGIC VALUE investing primarily in income strategies are substantially the
BOND FUND producing securities. same as the NAF Total Return Bond
Fund described above and similar
to the WF Income Fund described
below.
WF INCOME FUND Seeks current income and total The Fund invests in corporate,
return. mortgage-backed, asset-backed, and
U.S. Government debt securities
primarily of investment-grade
quality or better. The Fund
maintains the average
dollar-weighted maturity of the
portfolio between 3 and 15 years,
and applies fundamental economic,
credit and market analysis to
increase portfolio performance.
</TABLE>
14
<PAGE>
WF INTERMEDIATE GOVERNMENT INCOME FUND
<TABLE>
<S> <C> <C>
Comparison of: SC U.S. GOVERNMENT INCOME WHICH WILL REORGANIZE INTO
FUND WF INTERMEDIATE
AND GOVERNMENT INCOME FUND
SC U.S. GOVERNMENT
ALLOCATION FUND
AND
NAF INTERMEDIATE
GOVERNMENT INCOME FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC U.S. GOVERNMENT Seeks a long-term total rate of The Fund actively manages a
INCOME FUND return through preserving capital diversified portfolio of U.S.
and earning high interest income Government mortgage-backed
by investing principally in a securities, U.S. Treasury
portfolio of U.S. Government securities and repurchase
mortgage pass-through securities agreements. Under normal market
consisting primarily of securities conditions, the Fund invests at
issued by GNMA, FNMA and FHLMC. least 65% of its total assets in
mortgage-backed securities.
SC U.S. GOVERNMENT Seeks over the long-term a high The Fund allocates and reallocates
ALLOCATION FUND level of total return, including assets among long-term U.S.
net realized an unrealized capital Treasury bonds, intermediate-term
gains and net investment income, U.S. Treasury notes, and
consistent with reasonable risk. short-term money market
instruments.
NAF INTERMEDIATE Seeks to provide current income, The Fund is the model for and its
GOVERNMENT INCOME consistent with safety of investment strategies are
FUND principal. substantially the same as the WF
Intermediate Government Income
Fund described below.
WF INTERMEDIATE Seeks current income, consistent The Fund invests in
GOVERNMENT INCOME with safety of principal. investment-grade,
FUND intermediate-term (3-10 years)
U.S. Government securities, and
also in certain debt securities
that are not U.S. Government
securities. The Fund invests up to
50% of its assets in
mortgage-backed securities, and up
to 25% of its assets in other
asset-backed securities.
</TABLE>
15
<PAGE>
WF LIMITED TERM GOVERNMENT INCOME FUND
<TABLE>
<S> <C> <C>
Comparison of: SC SHORT-TERM INTERMEDIATE WHICH WILL REORGANIZE INTO
U.S. GOVERNMENT INCOME WF LIMITED TERM
FUND GOVERNMENT INCOME FUND
AND
U.S. GOVERNMENT INCOME
FUND
AND
NAF LIMITED TERM
GOVERNMENT INCOME FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC SHORT- Seeks current income while The Fund is the model for and its
INTERMEDIATE preserving capital by investing investment strategies are
U.S. GOVERNMENT primarily in a portfolio substantially the same as the WF
INCOME FUND consisting of short to Limited Term Government Income
intermediate-term securities Fund described below.
issued or guaranteed by the U.S.
Government, its agencies and
instrumentalities.
NAF LIMITED TERM Seeks to provide investors with The Fund invests primarily in
GOVERNMENT INCOME current income while preserving fixed and variable rate U.S.
FUND capital. Government securities. The Fund
normally invests at least 65% of
its total assets in U.S.
Government securities and may
invest up to 35% of its total
asset in other fixed-income
securities.
WF LIMITED TERM Seeks current income and safety of The Fund invests in
GOVERNMENT INCOME capital. investment-grade, short-term (1-5
FUND years) U.S. Government securities.
</TABLE>
WF TAX-FREE INCOME FUND
<TABLE>
<S> <C> <C>
Comparison of: SC NATIONAL TAX-FREE FUND WHICH WILL REORGANIZE INTO
AND WF NATIONAL INCOME FUND
NAF TAX-FREE INCOME FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC NATIONAL TAX-FREE Seeks current income exempt from The Fund's investment strategies
FUND the federal income tax. are similar to the WF Tax-Free
Income Fund described below.
NAF TAX-FREE INCOME Seeks to provide investors with The Fund is the model for and its
FUND current income exempt from federal investment strategies are
income tax. substantially the same as the WF
Tax-Free Income Fund described
below.
WF NATIONAL INCOME Seeks current income exempt from The Fund invests in
FUND the federal income tax. investment-grade municipal
securities with average maturities
of 10-20 years and with interest
that is exempt from federal income
taxes, including the alternative
minimum tax or AMT.
</TABLE>
16
<PAGE>
MONEY MARKET FUNDS
All of the Funds are "money market funds" that seek to maintain a stable net
asset value of $1.00 per share. Each Fund pursues its strategy by maintaining a
portfolio of high-quality money market investments.
WF CASH INVESTMENT MONEY MARKET FUND
<TABLE>
<S> <C> <C>
Comparison of: SC PRIME MONEY MARKET WHICH WILL REORGANIZE INTO
FUND (ADMINISTRATIVE, WF CASH INVESTMENT MONEY
SERVICE AND INSTITUTIONAL MARKET FUND
CLASSES)
AND
NAF CASH INVESTMENT FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC PRIME MONEY Seeks to maximize current income The Fund's investment strategies
MARKET FUND to the extent consistent with the are similar to the WF Cash
(ADMINISTRATIVE, preservation of capital and Investment Money Market Fund
SERVICE AND maintenance of liquidity. described below.
INSTITUTIONAL
CLASSES)
NAF CASH INVESTMENT Seeks to provide high current The Fund is the model for and its
FUND income, preservation of capital investment strategies are
and liquidity. substantially the same as the WF
Cash Investment Money Market Fund
described below.
WF CASH INVESTMENT Seeks high current income, The Fund invests in obligations of
MONEY MARKET FUND preservation of capital and financial institutions. The Fund
liquidity. limits its investments to
institutions that at the time of
investment have total assets in
excess of $1 billion, or the
equivalent in other currencies.
</TABLE>
17
<PAGE>
WF PRIME INVESTMENT MONEY MARKET FUND
<TABLE>
<S> <C> <C>
Comparison of: SC MONEY MARKET FUND WHICH WILL REORGANIZE INTO
AND WF MONEY MARKET
SC PRIME MONEY MARKET FUND
FUND (CLASS A)
AND
NAF READY CASH INVESTMENT
FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC MONEY MARKET FUND Seeks to provide investors with a The Fund is the model for and its
AND SC PRIME MONEY high level of current income, investment strategies are
MARKET FUND (CLASS while preserving capital and substantially the same as the WF
A) liquidity. Money Market Fund described below.
NAF READY CASH Seeks to provide high current The Fund's investment strategies
INVESTMENT FUND income, to extent consistent with are similar to the WF Investment
the preservation of capital and Money Market Fund described below.
the maintenance of liquidity. The Fund may invest more than 25%
of its total assets in obligations
of financial institutions, but
limits its investments to
institutions that have total
assets in excess of $1 billion.
WF MONEY MARKET FUND Seeks high current income, while The Fund invests in high-quality,
preserving capital and liquidity. short-term money market
instruments.
</TABLE>
18
<PAGE>
WF NATIONAL TAX FREE MONEY MARKET FUND
<TABLE>
<S> <C> <C>
Comparison of: SC NATIONAL TAX-FREE WHICH WILL REORGANIZE INTO
MONEY MARKET FUND WF NATIONAL TAX-FREE
(CLASS A) MONEY MARKET FUND
AND (CLASS A)
NAF MUNICIPAL MONEY
MARKET FUND (CLASS A)
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC NATIONAL TAX-FREE Seeks a high level of income The Fund's investment strategies
MONEY MARKET FUND exempt from federal income taxes, are similar to the WF National
(CLASS A) while preserving capital and Tax-Free Money Market Fund
liquidity. described below.
NAF MUNICIPAL MONEY Seeks to provide high current The Fund is the model for and its
MARKET FUND (CLASS income exempt from federal income investment strategies are
A) taxes, while preserving capital substantially the same as the WF
and liquidity. National Tax-Free Money Market
Fund described below.
WF NATIONAL TAX-FREE Seeks high current income exempt The Fund invests 100% of its
MONEY MARKET FUND from federal income taxes, while assets in short-term municipal
(CLASS A) preserving capital and liquidity. instruments, including leases.
These investments may have fixed,
variable, or floating rates of
interest and may be zero coupon
securities.
</TABLE>
19
<PAGE>
WF NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
<TABLE>
<S> <C> <C>
Comparison of: SC NATIONAL TAX-FREE WHICH WILL REORGANIZE INTO
MONEY MARKET FUND WF NATIONAL TAX-FREE
(INSTITUTIONAL CLASS) INSTITUTIONAL MONEY
AND MARKET FUND
NAF MUNICIPALMONEY (INSTITUTIONAL AND
MARKET FUND SERVICE CLASSES)
(SERVICE CLASS)
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC NATIONAL TAX-FREE Seeks a high level of income The Fund's investment strategies
MONEY MARKET FUND exempt from federal income taxes, are similar to the WF National
(INSTITUTIONAL while preserving capital and Tax-Free Institutional Money
CLASS) liquidity. Market Fund described below.
NAF MUNICIPAL MONEY Seeks to provide high current The Fund is the model for and its
MARKET FUND income exempt from federal income investment strategies are
(SERVICE CLASS) taxes, while preserving capital substantially the same as the WF
and liquidity. National Tax- Free Institutional
Money Market Fund described below.
WF NATIONAL TAX-FREE Seeks high current income exempt The Fund invests 100% of its
INSTITUTIONAL from federal income taxes, while assets in short-term municipal
MONEY MARKET FUND preserving capital and liquidity. instruments, including leases.
(INSTITUTIONAL AND These investments may have fixed,
SERVICE CLASSES) variable, or floating rates of
interest and may be zero coupon
securities.
</TABLE>
20
<PAGE>
WF TREASURY PLUS INSTITUTIONAL MONEY MARKET FUND
<TABLE>
<S> <C> <C>
Comparison of: SC TREASURY PLUS MONEY WHICH WILL REORGANIZE INTO
MARKET FUND WF TREASURY PLUS
(ADMINISTRATIVE, SERVICE INSTITUTIONAL MONEY
AND INSTITUTIONAL MARKET FUND (SERVICE
CLASSES) AND INSTITUTIONAL
AND CLASSES)
NAF TREASURY PLUS FUND
(SERVICE CLASS)
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC TREASURY PLUS Seeks current income and stability The Fund is the model for and its
MONEY MARKET FUND of principal. investment strategies are
(ADMINISTRATIVE, substantially the same as the WF
SERVICE AND Treasury Plus Institutional Money
INSTITUTIONAL Market Fund described below.
CLASSES)
NAF TREASURY PLUS Seeks to provide investors with The Fund's investment strategies
FUND (SERVICE current income and stability of are similar to the WF Treasury
CLASS) principal. Plus Institutional Money Market
Fund described below.
WF TREASURY PLUS Seeks current income and stability The Fund actively manages a
INSTITUTIONAL of principal. portfolio composed of obligations
MONEY MARKET FUND issued or guaranteed by the U.S.
(SERVICE AND Treasury. The Fund also invests in
INSTITUTIONAL notes, repurchase agreements and
CLASSES) other instruments collateralized
or secured by Treasury
obligations.
</TABLE>
21
<PAGE>
SC GOVERNMENT MONEY MARKET FUND
<TABLE>
<S> <C> <C>
Comparison of: SC GOVERNMENT MONEY WHICH WILL REORGANIZE INTO
MARKET FUND WF GOVERNMENT MONEY
AND MARKET FUND
NAF U.S. GOVERNMENT FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
SC GOVERNMENT MONEY Seeks a high level of current The Fund investment strategies are
MARKET FUND income as is consistent with similar to the WF Government Money
preservation of capital and Market Fund described below.
liquidity.
NAF U.S. GOVERNMENT Seeks to provide high current The Fund is the model for and its
FUND income, while preserving capital investment strategies are
and liquidity. substantially the same as the WF
Government Money Market Fund
described below.
WF GOVERNMENT MONEY Seeks high current income, while The Fund invests in high-quality,
MARKET FUND preserving capital and liquidity. short-term U.S. Government
obligations and in repurchase
agreements collateralized by these
obligations.
</TABLE>
22
<PAGE>
COMMON RISK CONSIDERATIONS
This section will help you understand the main risks of investing in the WF
Funds. Because of the similarities in investment objectives and strategies, the
SC Funds, the NAF Funds and the WF Funds are subject to substantially similar
investment risks. The following discussion describes the principal risks that
may affect the Funds' portfolios as a whole. You will find additional
descriptions of specific risks for a particular Fund in the Funds' Prospectuses.
EQUITY SECURITIES. All of the Funds that invest in equity securities are
subject to equity market risk. This is the risk that stock prices will fluctuate
and can decline and reduce the value of a Fund's portfolio. Certain types of
stock and certain individual stocks selected for a Fund's portfolio may
underperform or decline in value more than the overall market. Currently, the
equity markets, as measured by the S&P 500 Index and other commonly used
indexes, are trading at or close to record levels. There can be no guarantee
that these levels will continue. The Funds that invest in smaller companies, in
foreign companies (including investments made through ADR's and similar
instruments), and in emerging markets are subject to additional risks, including
less liquidity and greater price volatility. A Fund's investments in foreign
companies and emerging markets are also subject to special risks associated with
international investing, including currency, political, regulatory and
diplomatic risks.
DEBT SECURITIES. All of the Funds that invest in debt securities, such as
notes and bonds are subject to credit risk and interest rate risk. Credit risk
is the possibility that an issuer of an instrument will be unable to make
interest payments or repay principal. Changes in the financial strength of an
issuer or changes in the credit rating of a security may affect its value.
Interest rate risk is the risk that interest rates may increase, which will
reduce the resale value of securities in a Fund's investments, including U.S.
Government obligations. Debt securities with longer maturities are generally
more sensitive to interest rate changes than those with shorter maturities.
Changes in market interest rates do not affect the rate payable on debt
securities held in a Fund, unless the securities have adjustable or variable
rate features, which can reduce interest rate risk. Changes in market interest
rates may also extend or shorten the duration of certain types of instruments,
such as asset-backed securities, and affect their value and the return on your
investment.
YEAR 2000 RISK. The Funds' principal service providers have advised the
Funds that they are working on the necessary changes to their computer systems
to avoid any system failure based on an inability to distinguish the year 2000
from the year 1900 and that they expect their systems to be adapted in time.
There can, of course, be no assurance of success. In addition, the Year 2000
problem may adversely affect the issuers of securities in which the Funds
invest, which, in turn, may adversely affect the Funds' NAV.
COMPARISON OF SHAREHOLDER SERVICES AND PROCEDURES
The WF Funds have substantially similar or improved shareholder services and
procedures compared to the SC Funds and the NAF Funds. For additional
information on shareholder services and policies, see Exhibit D. As a result of
the reorganization, all classes of shares of the SC Funds and NAF Funds will
convert into similar classes of shares of the WF Funds.
FEDERAL INCOME TAX CONSEQUENCES
The completion of this reorganization is subject to the condition that the
SC Funds and the NAF Funds receive an opinion from KPMG LLP to the effect that
the reorganization, except for certain of the money market funds, will not
result in the recognition of gain or loss for federal income tax purposes by the
Funds under Sections 361 and 1032 of the Internal Revenue Code of 1986, or by
the SC Funds' or NAF Funds' shareholders under Section 354 of the Code. For
certain money market funds, the reorganization will not be a tax-free
transaction, but it is not expected to result in tax consequences to the
shareholders of these funds.
23
<PAGE>
COMPARISON OF INVESTMENT ADVISORS AND INVESTMENT ADVISORY FEES
Wells Fargo Bank, a wholly-owned subsidiary of Wells Fargo & Company, serves
as investment advisor for each of the SC Funds and WF Funds. Norwest Investment
Management, Inc., a wholly-owned subsidiary of Wells Fargo & Company, serves as
investment advisor for the NAF Funds. Several of the Funds utilize the services
of different sub-advisors. For more information on the advisors, sub-advisors,
and advisory fees for the SC Funds, NAF Funds and WF Funds, see Exhibit E.
COMPARISON OF OTHER SERVICE PROVIDERS
For a comparison of the service providers for the SC Funds, NAF Funds and WF
Funds, see Exhibit F.
COMPARISON OF BUSINESS STRUCTURES
The SC Funds are series of Stagecoach Funds, Inc., which is organized as a
Maryland corporation. The NAF Funds are series of the Norwest Trust, which is
organized as a Delaware business trust. The WF Funds are series of Wells Fargo
Funds Trust, which is organized as a Delaware business trust. The
responsibilities, powers and fiduciary duties of the Directors of the SC Funds
and the Trustees of NAF and WF Funds are substantially similar. WF Funds
shareholders will have more limited voting rights than the shareholders of the
SC Funds or NAF Funds. WF shareholders will not be able to vote to remove
Trustees from the Board of Trustees. For more information on the comparison of
business structures of the Funds, see Exhibit G.
CAMPARISON OF POLICIES
After the reorganization, the WF Funds will have fewer "fundamental"
policies, which can only be changed by a shareholder vote, that restrict the
Funds' ability to respond to new developments and changing trends in the
marketplace. Also, the WF Funds' investment objectives are not fundamental,
which means they can be changed by the Board of Trustees without a shareholder
vote.
24
<PAGE>
INFORMATION ABOUT THE PROPOSED TRANSACTION
INTRODUCTION
This proxy statement/prospectus is provided to you to solicit your vote for
use at a Meeting to approve the reorganization of the SC Funds and NAF Funds
into the WF Funds. The Meeting will be held at Stephens, Inc., 111 Center
Street, Little Rock, Arkansas 72201 on August 5, 1999. This proxy statement/
prospectus and the enclosed proxy card are being mailed to shareholders of the
SC Funds and NAF Funds on or about June 1, 1999.
Any shareholder may revoke a proxy once the proxy is given. A shareholder
desiring to revoke a proxy must either submit to the appropriate SC Fund or NAF
Fund a later dated proxy, deliver to the appropriate SC Fund or NAF Fund a
written notice of revocation, or otherwise give written notice of revocation in
person at the Meeting. All properly executed proxies received in time for the
Meeting will be voted as specified in the proxy, or, if no specification is
made, FOR the proposal.
Only shareholders of record on May 6, 1999 will be entitled to notice of and
vote at the Meeting. Each share as of the close of business on May 6, 1999 is
entitled to one vote. For the SF Funds, approval of the reorganization plan
requires the affirmative vote of an absolute majority (more than 50%) of the
outstanding shares (a) of each of SF Funds and (b) all of the SF Funds. For the
NAF Funds, approval of the reorganization plan requires the lesser of (a) 67% or
more of the voting shares present at the Meeting, if the holders of more than
50% of the outstanding voting shares of the Funds are present or represented by
proxy; or (b) more than 50% of the outstanding voting shares of the Funds.
The election inspectors will count your vote at the Meeting if cast by proxy
or in person. The election inspectors will count:
- votes cast "for" approval of a proposal to determine whether sufficient
affirmative votes have been cast; and
- abstentions and broker non-votes of shares to determine whether a quorum
is present at the meeting, but will not count abstentions or broker
non-votes to determine whether the proposal has been approved.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker lacks discretionary
voting authority.
The SC Fund Directors and NAF Fund Trustees know of no matters other than
the proposal discussed in this proxy statement/prospectus that will be brought
before the Meeting. If, however, any other matters properly come before the
Meeting, it is the Directors' and Trustees' intention that proxies will be voted
on such matters based on the judgment of the persons named in the enclosed form
or proxy.
In addition to the solicitation of proxies by mail or expedited delivery
service, the Board of Directors of SC Funds and the Trustees of the NAF Funds
and employees and agents of D.F. King & Company may solicit proxies in person or
by telephone. Wells Fargo Bank will reimburse upon request persons holding
shares as nominees for their reasonable expenses in sending soliciting material
to their principals. The SC Funds and NAF Funds have engaged the proxy
solicitation firm of D.F. King & Company which, for its solicitation services,
will receive a fee from Wells Fargo Bank estimated at $20,000, and reimbursement
of out of pocket expenses estimated at $155,000.
25
<PAGE>
TERMS OF THE PROPOSED TRANSACTION
At the effective time of the reorganization, the WF Funds will acquire all
of the assets and liabilities of the corresponding SC Funds and NAF Funds shown
in the table below in exchange for shares of the WF Funds.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
WILL REORGANIZE INTO
SC FUND NAF FUND WF FUND
<S> <C> <C>
Asset Allocation Fund
Balanced Fund -- Asset Allocation Fund
Growth Fund ValuGrowth-SM- Stock Fund Growth Fund
Diversified Equity Income
Fund Income Equity Fund Income Equity Fund
Small Cap Fund
Strategic Growth Fund Small Company Stock Fund Small Cap Fund
Income Fund
Total Return Bond Fund
-- Performa Strategic Value Bond Income Fund
Fund
U.S. Government Income Fund
U.S. Government Allocation Intermediate Government Intermediate Government
Fund Income Fund Income Fund
Short-Intermediate U.S. Limited Term Government Limited Term Government
Government Income Fund Income Fund Income Fund
National Tax-Free Fund Tax-Free Income Fund National Tax-Free Fund
Prime Money Market Fund
(Administrative, Service and Cash Investment Fund Cash Investment Money Market
Institutional Classes) Fund
Prime Money Market Fund Ready Cash Investment Fund
(Class A) (Investor and Exchange Money Market Fund
Money Market Fund Classes)
National Tax-Free Money National Tax-Free Money
Market Fund Municipal Money Market Fund Market Fund
(Class A) (Investor Class) (Class A)
National Tax-Free
National Tax-Free Money Institutional Money Market
Market Fund Municipal Money Market Fund Fund
(Institutional Class) (Institutional Class) (Service and Institutional
Classes)
Treasury Plus Money Market Treasury Plus Institutional
Fund Treasury Plus Fund Money Market Fund
(Administrative, Service and (Institutional Class) (Service and Institutional
Institutional Classes) Classes)
Government Money Market Fund U.S. Government Fund Government Money Market Fund
</TABLE>
26
<PAGE>
The SC Funds have an agreement with the WF Funds specifying the terms and
conditions of the reorganization. The NAF Funds have a substantially similar
agreement with the WF Funds. In this discussion, we will refer to these
agreements as the reorganizations plans. Under the reorganization plans, the WF
Funds will assume all the assets and liabilities of the corresponding SC Funds
and NAF Funds. Each WF Fund will issue the number of full and fractional shares
determined by dividing the net value of all the assets of each respective SC
Fund and NAF Fund by the net asset value of one share of the respective WF Fund.
In addition, certain funds in which the NAF Funds invest will under a
"core/gateway" arrangement will reorganize under a separate reorganization plan.
The reorganization plans provide the times for and methods of determining
the net value of the SC Funds' and NAF Funds' assets and the net asset value of
a share of the WF Funds. The SC Funds and NAF Funds will distribute the WF Fund
shares to their shareholders in liquidation of the SC Funds and NAF Funds.
Specifically, shareholders of record of each SC Fund and NAF Fund will be
credited with shares of the WF Fund corresponding to the SC Fund and NAF Fund
shares that the shareholders hold of record at the effective time of the
reorganization. The SC Funds and the NAF Funds will redeem and cancel their
outstanding shares, will wind up the affairs, and terminate the Funds as soon as
is reasonably possible after the reorganization. If a majority of the shares of
a SC Fund or a NAF Fund do not approve the reorganization, that SC Fund or NAF
Fund will not be terminated. In such a case, the SC or NAF will continue its
operations and its Directors or Trustees will consider what futher action is
appropriate.
Completion of the reorganization is subject to certain conditions set forth
in the reorganization plans. The parties may terminate the reorganization plans
for any Fund or Funds by mutual consent and either party has the right to
terminate the reorganization plans under certain circumstances. Among other
circumstances, either party may at any time terminate the reorganization plan
unilaterally upon a determination by the party's Board that proceeding with the
reorganization plan is not in the best interest of its shareholders.
Copies of the reorganization plans are included as Exhibit B.
REASONS BOARDS RECOMMEND REORGANIZATION
At a meeting on March 25, 1999, the Directors of SC Funds and the Trustees
of the NAF Funds unanimously approved the reorganization plans and determined
that the reorganization of the SC Funds and the NAF Funds into the WF Funds
would be in the best interests of each Fund. At a meeting on March 26, 1999, the
Trustees of the WF Funds unanimously approved the reorganization plans. The
Directors and Trustees further determined that the interests of existing
shareholders of each Fund would not be diluted upon the reorganization. The
Directors and Trustees recommend approval of the reorganization for the
following reasons:
- ENHANCED RANGE OF INVESTMENT OPTIONS
Investors in the WF Funds will enjoy a wide array of investment options and
strategies. The WF Funds will consist of 61 operating funds, including 18
different equity funds, each with a distinct style or strategy. Previously, the
SC Funds had 39 funds, of which 7 were equity funds, and the NAF Funds had 41
funds, of which 15 were equity funds. In addition, the WF Funds will offer 11
balanced funds, 9 income funds, 9 tax-free income funds, and 14 money market
funds. This expanded range of investment options will permit WF Fund investors
to better diversify their investments and to participate in investment styles
currently prevalent in the market. Shareholders are free, with a few exceptions,
to make exchanges between funds. Thus, if the reorganization is approved, you
will have increased access to investment options and greater flexibility to
change investments.
- TAX-FREE CONVERSION OF SC FUND AND NAF FUND SHARES
27
<PAGE>
If you were to redeem your investment in the SC Funds or NAF Funds to invest
in the corresponding WF Funds, you would recognize gain or loss for federal
income tax purposes upon the redemption of the shares. By contrast, the proposed
reorganization of the Funds will enable you, in effect, to exchange your
investment for an investment in the WF Funds without recognition of gain or loss
for Federal income tax purposes. Although certain of the money market fund
reorganizations do not technically qualify as tax-free transactions, they are
not expected to result in any tax consequences to shareholders. After the
reorganization, as a shareholder of an open-end fund, you will continue to have
the right to redeem any or all of your shares at NAV at any time (except for any
applicable CDSC). At that time, you would recognize a taxable gain or loss.
- INVESTMENT LEVERAGE AND MARKET PRESENCE
The reorganization is expected to result in greater investment leverage and
market presence for the WF Funds. If the reorganization is approved, the WF
Funds including the combining Funds, would have approximately $51.5 billion in
assets under management. Because of this increased asset base, the WF Funds will
have greater viability on a combined basis. Fund investment opportunities
increase as assets increase. In addition, fund portfolio managers may be able to
take advantage of broader investment opportunities and lower trading costs.
- IMPROVED ADMINISTRATIVE EFFICIENCIES
The SC Funds and NAF Funds are combining their administrative functions. As
a result, the WF Funds will be able to operate more efficiently by, among other
things, having a combined Board of Trustees, administering a streamlined fund
structure, reducing regulatory compliance burdens, enhancing brand identity, and
furnishing one group of simplified prospectuses and marketing materials.
- BETTER PORTFOLIO MANAGEMENT AND MORE FLEXIBLE INVESTMENT POLICIES
Each WF Fund will be modeled on one of the SC Funds or NAF Funds based on
the selection of successful portfolio managers with better track records for the
WF Funds. In addition, the WF Funds will have more flexible investment policies,
which will allow the Funds to better respond to new developments and trends in
the marketplace.
- EXPENSES OF THE REORGANIZATION
Well Fargo has agreed to pay all of the expenses of the reorganization so
that shareholders of the Funds will not bear these costs.
PERFORMANCE
The following table shows the performance of the SC Funds and NAF Funds. The
Funds that are the model for the corresponding WF Fund are italicized. For more
information regarding the total returns of each of the Funds, see the "Financial
Highlights" in the SC Funds' and NAF Funds' Prospectuses. Of course, past
performance does not predict future results.
TOTAL RETURNS AS OF NOVEMBER 30, 1998
<TABLE>
<CAPTION>
10 YEAR OR
STAGECOACH FUNDS AND NORWEST FUNDS INTO 1 YEAR 5 YEAR INCEPTION
- --------------------------------------------------------------------------------- --------- --------- -------------
<S> <C> <C> <C>
SC Growth Class A (8/90) 15.28% 17.00% 15.72%*
NAF ValuGrowth Stock Class A 2.59% 13.23% 13.83%
SC Growth Class B (8/90) 14.99% 17.36% 15.75%*
NAF ValuGrowth Stock Class B 4.74% 13.57% 13.62%
SC Growth Institutional Class (8/90) 21.71% 18.28% 16.47%*
NAF ValuGrowth Stock Institutional Class 8.62% 14.55% 14.46%
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
10 YEAR OR
STAGECOACH FUNDS AND NORWEST FUNDS INTO 1 YEAR 5 YEAR INCEPTION
- --------------------------------------------------------------------------------- --------- --------- -------------
<S> <C> <C> <C>
SC Diversified Equity Income Class A (11/92) 0.65% 13.78% 13.74%*
NAF Income Equity Stock Class A (3/89) 10.00% 19.37% 16.3%*
SC Diversified Equity Income Class B (11/92) 0.37% 14.10% 14.08%*
NAF Income Equity Class B (3/89) 12.50% 19.73% 16.12%*
NAF Income Equity Class C (3/89) 15.42% 19.82% 16.11%*
NAF Income Equity Institutional Class (3/89) 16.38% 20.73% 16.98%*
SC Strategic Growth Class A (1/93) (16.31)% 9.66% 13.25%*
SC Small Cap Class A (11/94) (21.22)% N/A 17.55%*
NAF Small Company Stock Class A (12/93) (25.80)% N/A 4.94%*
SC Strategic Growth Class B (1/93) (16.60)% 9.79% 13.18%*
SC Small Cap Class B (11/94) (21.61)% N/A 18.06%*
NAF Small Company Stock Class B (12/93) (23.96)% N/A 5.02%*
SC Small Cap Class C (11/94) (18.36)% N/A 18.33%*
SC Strategic Growth Class C (1/93) (13.17)% 10.05% 13.26%*
SC Small Cap Institutional Class (11/94) (16.39)% N/A 20.12%*
NAF Small Company Stock Institutional Class (12/93) (21.43)% N/A 6.08%*
NAF Total Return Bond Class A (12/93) 3.74% N/A 5.47%*
NAF Income Class A 5.52% 5.13% 7.97%
NAF Total Return Bond Class B (12/93) 5.25% N/A 5.60%*
NAF Income Class B 7.10% 5.20% 7.58%
NAF Strategic Value Bond Institutional Class (10/97) 9.15% N/A 9.55%*
NAF Total Return Bond Institutional Class (12/93) 8.17% N/A 6.40%*
NAF Income Institutional Class 9.92% 5.99% 8.46%
SC U.S. Government Income Class A 3.17% 4.74% 8.16%
SC U.S. Government Allocation Class A 1.37% 3.65% 7.60%
NAF Intermediate Government Income Class A 5.70% 4.72% 7.06%
SC U.S. Government Income Class B 2.11% 4.65% 7.96%
SC U.S. Government Allocation Class B 0.39% 3.82% 7.50%
NAF Intermediate Government Income Class B 7.28% 4.79% 6.71%
SC U.S. Government Income Class C 6.20% 4.96% 7.97%
SC U.S. Government Income Institutional Class 8.01% 5.72% 8.66%
NAF Intermediate Government Income Institutional Class 10.10% 5.58% 7.51%
SC Short-Intermediate U.S. Government Income Class A (10/93) 4.88% 5.27% 5.21%*
SC Short-Intermediate U.S. Government Income Class B (10/93) 2.50% 4.94% 5.03%*
SC Short-Intermediate U.S. Government Income Institutional Class (10/93) 8.30% 5.94% 5.88%*
NAF Limited Term Government Institutional Class (10/97) 8.23% N/A 8.01%*
SC National Tax-Free Class A (1/93) 2.49% 4.77% 5.20%*
NAF Tax-Free Income Class A (8/89) 4.17% 6.05% 6.65%*
SC National Tax-Free Class B (1/93) 1.50% 4.30% 4.83%*
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
10 YEAR OR
STAGECOACH FUNDS AND NORWEST FUNDS INTO 1 YEAR 5 YEAR INCEPTION
- --------------------------------------------------------------------------------- --------- --------- -------------
<S> <C> <C> <C>
NAF Tax-Free Income Class B (8/89) 5.70% 6.10% 6.34%*
SC National Tax-Free Class C (1/93) 5.48% 4.63% 4.96%*
SC National Tax-Free Institutional Class (1/93) 7.41% 5.75% 6.04%*
NAF Tax-Free Income Institutional Class (8/89) 8.40% 6.91% 7.11%*
SC Prime Money Market Institutional Class 5.53% 5.15% 5.56%
SC Prime Money Market Administrative Class 5.14% 5.01% 5.49%
SC Prime Money Market Service Class 5.32% 5.04% 5.51%
NAF Cash Investment Service Class 5.35% 5.06% 5.60%
SC Prime Money Market Class A 5.08% 4.87% 5.32%
SC Money Market Class A (7/92) 5.00% 4.73% 4.30%*
NAF Ready Cash Investment Class A 5.00% 4.71% 5.26%
SC Money Market Class S (7/92) 4.30% 3.96% 3.55%
NAF Ready Cash Investment Class B
SC National Tax-Free Money Market Class A (4/96) 2.75% N/A 2.87%*
NAF Municipal Money Market Class A 3.04% 3.05% 3.55%
SC National Tax-Free Money Market Institutional Class (4/96) 3.15% N/A 3.02%*
NAF Municipal Money Market Service Class (7/93) 3.25% 3.25% 3.19%*
SC Treasury Plus Money Market Administrative Class 4.92% 4.85% 5.29%
SC Treasury Plus Money Market Service Class 5.10% 4.88% 5.30%
NAF Treasury Plus Service Class (6/98) N/A N/A 1.15%*
SC Treasury Plus Money Market Institutional Class 5.30% 4.99% 5.36%
SC Government Money Market Class A 4.89% 4.65% 5.19%
NAF U.S. Government Class A 5.12% 4.88% 5.37%
</TABLE>
* This performance % is from inception date which can be seen next to the
fund name, this fund is not old enough to have a 10 year history.
FEDERAL INCOME TAX CONSEQUENCES AND FEDERAL TAX OPINIONS
CORPORATE REORGANIZATIONS
As a condition of the Reorganization for all but five SC Funds or NAF Funds,
the SC Funds and the NAF Funds will each have received an opinion from KPMG LLP
in a form reasonably satisfactory to SC Funds and NAF Funds to the effect that,
for Federal income tax purposes:
(i) the transfer of substantially all the assets and liabilities of each
such SC Fund or NAF Fund to its corresponding WF Fund in exchange solely
for shares of the WF Fund and the assumption by the WF Fund of all the
liabilities of the transferor Fund and the distribution of these WF Fund
shares to shareholders of the SC Fund or NAF Fund, under the
reorganization plans, will constitute a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and each of the Funds will be a party to the
reorganization within the meaning of Section 368 of the Code;
30
<PAGE>
(ii) in accordance with Section 361 of the Code, no gain or loss shall be
recognized by either of the SC Funds or NAF Funds, upon the transfer of
substantially all of their assets to the corresponding WF Fund in
exchange for shares of WF Fund and the assumption by WF Fund of the
liabilities of such SC Fund or NAF Fund;
(iii) pursuant to Section 354 of the Code, no gain or loss will be
recognized by the shareholders of any SC Fund or NAF Fund upon the
exchange of their shares for shares of the corresponding WF Fund (but
shareholders of any SC Fund or NAF Fund, that are subject to taxation
will recognize income upon the receipt of any net investment income or
net capital gains of the Funds that are distributed by the Funds prior to
the reorganization);
(iv) in accordance with Section 358 of the Code, the basis of the WF Fund
shares received by a shareholder of SC Funds or NAF Funds, will be the
same as the basis of the shareholders SC or NAF Fund shares exchanged
therefor;
(v) in accordance with Section 1032 of the Code, no gain or loss will be
recognized by any WF Fund upon the receipt of the assets of the
corresponding SC Fund or NAF Fund, in exchange for WF shares and the
assumption by the WF Fund of the liabilities of the corresponding SC Fund
or NAF Fund;
(vi) in accordance with Section 362 of the Code, the basis in the hands of
the WF Fund of the assets of the corresponding SC Fund or NAF Fund, will
be the same as the basis of the assets in the hands of the corresponding
SC Fund or NAF Fund, as the case may be, immediately prior to the
transfer;
(vii) in accordance with Section 1223(1) of the Code, an SC Fund or NAF
Fund shareholder's holding period for the shareholder's WF Fund shares
will be determined by including the period for which the shareholder held
the SC Fund or NAF Fund shares, provided that the shareholder held the
shares as capital assets;
(viii) in accordance with Section 1223(2) of the Code, the holding periods
of the SC Fund or NAF Fund assets in the hands of the corresponding WF
Fund will include the periods during which the assets were held by the
corresponding SC or NAF Fund;
(ix) each WF Fund will succeed to and take into account the earnings and
profits, or deficit in earnings and profits, of the corresponding SC or
NAF Fund, immediately prior to the reorganization pursuant to Section 381
of the Code;
(x) each WF Fund will succeed to and take into account any Section 855(a)
dividend of the corresponding SC Fund or NAF Fund, for the Fund's last
taxable year immediately prior to the reorganization; and
(xi) In accordance with Section 381 of the Code, the WF Funds will succeed
to the capital loss carryovers, if any, if the corresponding SC Fund or
NAF Fund, but the use of such carryovers by the WF Funds may be subject
to limitations under in Sections 381, 382, 383 and 384 of the Code and
applicable regulations under those sections.
PARTNERSHIP REORGANIZATIONS
The NAF Income Equity Fund, NAF Small Company Stock Fund, NAF Total Return
Bond Fund, NAF Performa Strategic Value Bond Fund, NAF Cash Investment Fund and
NAF Ready Cash Investment Fund are "gateway" funds in a "core/gateway"
arrangement. In this arrangement, a "gateway" fund invests all of its assets in
a "core" portfolio that has substantially identical investment objectives and
substantially similar strategies as the gateway fund. The "core" portfolios'
form of organization is a partnership. After the reorganization, the NAF Funds
will transfer their interests to the new WF "core" portfolio. As a condition to
the reorganization of the partnerships, the existing core portfolios, or NAF
Portfolios, and the
31
<PAGE>
new WF core portfolios, or WF Portfolios, each will have received an opinion
from KPMG LLP to the effect that, for Federal income tax purposes:
(i) neither the NAF Portfolio nor the WF Portfolio will recognize gain or
loss as a result of the transfer to the WF Portfolio by the NAF Portfolio
of all of its assets in exchange for interests of the WF Portfolio and
the assumption of the liabilities of the NAF Portfolio by the WF
Portfolio under Section 721(a) of the Code;
(ii) in accordance with Section 731(b) of the Code, the NAF Portfolio will
recognize no gain or loss as a result of the distribution of the
interests in the WF Portfolio to its interest holders in liquidation of
their interests in the NAF Portfolio;
(iii) in accordance with Sections 731(a)(1) and 731(c)(3)(A)(iii) of the
Code, the interest holders of the NAF Portfolio will recognize no gain or
loss on the distribution to them by the NAF Portfolio of interests of the
WF Portfolio in exchange for their NAF Portfolio interests;
(iv) in accordance with Section 732(b) of the Code, the basis of the
interests of the WF Portfolio received by each interestholder of the NAF
Portfolio will be the same as the basis of the interest holder's NAF
Portfolio interests immediately prior to the Reorganization;
(v) in accordance with Section 723 of the Code, the basis of the assets
received by the WF Portfolio will be the same as the basis of such assets
in the hands of the NAF Portfolio immediately prior to the
reorganization;
(vi) in accordance with Section 1223(i) of the Code, an interest holder's
holding period for the interests of the WF Portfolio will include the
interestholders' holding period for the NAF Portfolio, as determined
under Section 1223 of the Code;
(vii) in accordance with Section 1223(2) of the Code, the holding period of
the WF Portfolio with respect to the assets acquired from the NAF
Portfolio will include the period for which such assets were held by the
NAF Portfolio; and
(viii) with the exception of the WF Income Portfolios, the WF Portfolio will
be treated as a continuation of the NAF Portfolios for federal income tax
purposes and, accordingly, the reorganization will not cause a
termination of the NAF Portfolio under Section 708 of the Code and the
taxable year of the NAF Portfolio will not close under Section 706(c) of
the Code with respect to interest holders of the NAF Portfolio that
receive interests in the WF Portfolio.
CERTAIN MONEY MARKET FUND REORGANIZATIONS
As discussed above, the reorganization is expected to be a tax-free
"reorganization" within the meaning of Section 386(a) of the Code for most of
the SC or NAF Funds. For certain money market funds, the reorganization will not
be a tax-free reorganization because substantially all of these Funds' assets
will be transferred into more than one new fund rather than into a single fund
as required under Section 368(a) of the Code. These funds are the SC Prime Money
Market Fund, SC National Tax-Free Money Market Fund, the SC Treasury Plus Money
Market Fund, the NAF Ready Cash Investment Fund, and the NAF Municipal Money
Market Fund. Even though the reorganization will not qualify as a tax-free
reorganization, it is not expected to result in the recognition of taxable gain
or loss to the Funds' shareholders. This is because both the SC and NAF Funds,
and the WF Funds will, value their shares at amortized cost and strive to
maintain a constant NAV of $1.00 per share. Based on this valuation method, and,
except in unusually circumstances, the Funds should not recognize any taxable
gains or losses with respect to the transfer of their assets to the WF Money
Market Funds.
32
<PAGE>
SURVIVING FUNDS
The table below indicates the SC Funds and NAF Funds that are expected to be
the accounting survivors after the reorganization. The WF Fund is "modeled on"
the accounting survivor, which will be managed in same the same way as the
accounting survivor. The WF Fund will assume the performance record of the
accounting survivor.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
WELLS FARGO FUNDS TRUST ACCOUNTING SURVIVOR
<S> <C>
EQUITY AND ALLOCATION FUNDS
Asset Allocation Fund Stagecoach Asset Allocation Fund
Growth Fund Stagecoach Growth Fund
Income Equity Fund Norwest Advantage Income Equity Fund
Small Cap Fund Stagecoach Small Cap Fund
INCOME FUNDS
Income Fund Norwest Advantage Income Fund
Norwest Advantage Intermediate Government
Intermediate Government Income Fund Income Fund
Stagecoach Short-Intermediate U.S. Government
Limited Term Government Income Fund Income Fund
National Tax-Free Fund Norwest Advantage Tax-Free Income Fund
MONEY MARKET FUNDS
Cash Investment Money Market Fund Norwest Advantage Cash Investment Fund
Money Market Fund Stagecoach Money Market Fund
National Tax-Free Money Market Fund Norwest Advantage Municipal Money Market Fund
(Class A) (Investor Class)
National Tax-Free Institutional Money Market
Fund Norwest Advantage Municipal Money Market Fund
(Service and Institutional Classes) (Institutional Class)
Stagecoach Treasury Plus Money Market Fund
Treasury Plus Institutional Money Market Fund (Administrative, Service and Institutional
(Service and Institutional Classes) Classes)
Government Money Market Fund Norwest Advantage U.S. Government Fund
</TABLE>
33
<PAGE>
EXISTING AND PRO FORMA CAPITALIZATION
The following tables set forth (i) the capitalization of the SC Funds and
NAF Funds and (ii) the pro forma capitalization of the WF Funds as adjusted
giving effect to the proposed acquisition of assets at net asset value:
PRO FORMA CAPITALIZATION TABLE AS OF NOVEMBER 30, 1998
<TABLE>
<CAPTION>
NET ASSET
SHARES VALUE PER
STAGECOACH FUNDS AND NORWEST FUNDS INTO WELLS FARGO FUNDS TOTAL NET ASSETS OUTSTANDING SHARE
- ------------------------------------------------------------------ ---------------- ---------------- -----------
<S> <C> <C> <C>
SC Balanced Class A............................................. $ 31,940,605 2,472,091 $ 12.92
SC Asset Allocation Class A..................................... $ 1,338,618,802 49,596,349 26.99
PRO FORMA WF GROWTH CLASS A....................................... $ 1,370,559,407 50,779,729 26.99
SC Balanced Class B............................................. $ 36,850,151 2,680,806 $ 12.88
SC Asset Allocation Class B..................................... $ 361,569,723 22,096,613 $ 16.36
PRO FORMA WF GROWTH CLASS B....................................... $ 398,419,874 24,348,886 $ 16.36
SC Asset Allocation Class C..................................... $ 5,747,537 350,374 $ 16.40
PRO FORMA WF GROWTH CLASS C....................................... $ 5,747,537 350,374 $ 16.40
SC Balanced Institutional Class................................. $ 11,039,591 945,983 $ 11.67
PRO FORMA WF GROWTH INSTITUTIONAL CLASS........................... $ 11,039,591 945,983 $ 11.67
SC Growth Class A............................................... $ 342,105,239 14,452,942 $ 23.67
NAF ValuGrowth Stock Class A.................................... $ 21,495,822 843,935 $ 25.47
PRO FORMA GROWTH CLASS A.......................................... $ 363,601,061 15,361,055 $ 23.67
SC Growth Class B............................................... $ 16,393,183 590,536 $ 27.76
NAF ValuGrowth Stock Class B.................................... $ 8,557,355 344,994 $ 24.80
PRO FORMA GROWTH CLASS B.......................................... $ 24,950,538 898,744 $ 27.76
SC Growth Institutional Class................................... $ 55,611,939 3,314,817 $ 16.78
NAF ValuGrowth Stock Institutional Class........................ $ 428,868,412 16,859,467 $ 25.44
PRO FORMA GROWTH INSTITUTIONAL CLASS.............................. $ 484,480,351 28,875,296 $ 16.78
SC Diversified Equity Income Class A............................ $ 174,044,375 9,949,056 $ 17.49
NAF Income Equity Stock Class A................................. $ 86,900,348 2,086,097 $ 41.66
PRO FORMA INCOME EQUITY CLASS A................................... $ 260,944,723 6,262,981 $ 41.66
SC Diversified Equity Income Class B............................ $ 64,022,885 3,910,859 $ 16.37
NAF Income Equity Stock Class B................................. $ 82,770,746 1,990,547 $ 41.58
PRO FORMA INCOME EQUITY CLASS B................................... $ 146,793,631 3,530,248 $ 41.58
NAF Income Equity Stock Class C................................. $ 12,002 281 $ 42.58
PRO FORMA INCOME EQUITY CLASS C................................... $ 12,002 281 $ 42.58
NAF Income Equity Stock Institutional Class..................... $ 1,335,857,367 32,071,380 $ 41.65
PRO FORMA INCOME EQUITY INSTITUTIONAL CLASS....................... $ 1,335,857,367 32,071,380 $ 41.65
SC Strategic Growth Class A..................................... $ 101,046,521 5,570,047 $ 18.14
SC Small Cap Class A............................................ $ 11,611,814 604,591 $ 19.21
NAF Small Company Stock Class A................................. $ 5,360,629 578,171 $ 9.27
PRO FORMA SMALL CAP CLASS A....................................... $ 118,018,964 6,160,119 $ 19.21
SC Strategic Growth Class B..................................... $ 22,324,071 1,015,803 $ 21.98
SC Small Cap Class B............................................ $ 14,181,288 748,881 $ 18.94
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
NET ASSET
SHARES VALUE PER
STAGECOACH FUNDS AND NORWEST FUNDS INTO WELLS FARGO FUNDS TOTAL NET ASSETS OUTSTANDING SHARE
- ------------------------------------------------------------------ ---------------- ---------------- -----------
<S> <C> <C> <C>
NAF Small Company Stock Class B................................. $ 4,164,305 468,049 $ 8.90
PRO FORMA SMALL CAP CLASS B....................................... $ 40,669,664 2,147,740 $ 18.94
SC Small Cap Class C............................................ $ 1,485,692 78,483 $ 18.93
SC Strategic Growth Class C..................................... $ 18,197,088 828,774 $ 21.96
PRO FORMA SMALL CAP CLASS C....................................... $ 19,682,780 1,039,759 $ 18.93
SC Small Cap Institutional Class................................ $ 68,905,109 3,552,679 $ 19.40
NAF Small Company Stock Institutional Class..................... $ 58,803,411 6,379,424 $ 9.22
PRO FORMA SMALL CAP INSTITUTIONAL CLASS*.......................... $ 70,960,286 6,585,331 $ 19.40
NAF Total Return Bond Class A................................... $ 1,551,695 158,911 $ 9.76
NAF Income Class A.............................................. $ 10,298,744 1,027,900 $ 10.02
PRO FORMA INCOME CLASS A.......................................... $ 11,850,439 1,341,599 $ 10.02
NAF Total Return Bond Class B................................... $ 3,320,169 339,417 $ 9.78
NAF Income Class B.............................................. $ 6,588,372 658,616 $ 10.00
PRO FORMA INCOME CLASS B.......................................... $ 9,908,541 1,329,983 $ 10.00
NAF Strategic Value Bond Institutional Class.................... $ 9,489,560 910,170 $ 10.43
NAF Total Return Bond Institutional Class....................... $ 103,376,097 10,572,792 $ 9.78
NAF Income Institutional Class.................................. $ 341,686,848 34,133,994 $ 10.01
PRO FORMA INCOME INSTITUTIONAL CLASS.............................. $ 454,552,505 45,412,214 $ 10.01
SC U.S. Government Income Class A............................... $ 180,384,470 16,309,961 $ 11.06
SC U.S. Government Allocation Class A........................... $ 76,624,390 5,091,974 $ 15.05
NAF Intermediate Government Income Class A...................... $ 17,064,962 1,475,293 $ 11.57
PRO FORMA INTERMEDIATE GOVERNMENT INCOME CLASS A.................. $ 274,073,822 23,688,543 $ 11.57
SC U.S. Government Income Class B............................... $ 35,583,777 3,269,106 $ 10.88
SC U.S. Government Allocation Class B........................... $ 18,163,469 1,658,454 $ 10.95
NAF Intermediate Government Income Class B...................... $ 9,011,499 779,618 $ 11.56
PRO FORMA INTERMEDIATE GOVERNMENT INCOME CLASS B.................. $ 62,758,745 5,429,008 $ 11.56
SC U.S. Government Income Class C............................... $ 3,881,752 356,415 $ 10.89
PRO FORMA INTERMEDIATE GOVERNMENT INCOME CLASS C.................. $ 3,881,752 356,415 $ 10.89
SC U.S. Government Income Institutional Class................... $ 8,124,588 508,678 $ 15.97
NAF Intermediate Government Income Institutional Class.......... $ 425,336,172 26,756,976 $ 11.57
PRO FORMA INTERMEDIATE GOVERNMENT INCOME INSTITUTIONAL CLASS...... $ 433,460,760 27,459,185 $ 11.57
SC Short-Intermediate U.S. Government Income Class A............ $ 36,355,977 3,581,329 $ 10.15
PRO FORMA LIMITED TERM GOVERNMENT INCOME CLASS A.................. $ 36,355,977 3,581,329 $ 10.15
SC Short-Intermediate U.S. Government Income Class B............ $ 9,047,836 891,366 $ 10.15
PRO FORMA LIMITED TERM GOVERNMENT INCOME CLASS B.................. $ 9,047,836 891,366 $ 10.15
SC Short-Intermediate U.S. Government Income Institutional
Class......................................................... $ 84,039,378 8,438,670 $ 9.96
NAF Limited Term Government Institutional Class................. $ 75,500,542 7,512,259 $ 10.05
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
NET ASSET
SHARES VALUE PER
STAGECOACH FUNDS AND NORWEST FUNDS INTO WELLS FARGO FUNDS TOTAL NET ASSETS OUTSTANDING SHARE
- ------------------------------------------------------------------ ---------------- ---------------- -----------
<S> <C> <C> <C>
PRO FORMA LIMITED TERM GOVERNMENT INCOME INSTITUTIONAL CLASS...... $ 159,539,920 16,019,724 $ 9.96
SC National Tax-Free Class A.................................... $ 39,010,459 2,422,097 $ 16.11
NAF Tax-Free Income Class A..................................... $ 48,876,250 4,565,280 $ 10.71
PRO FORMA TAX-FREE INCOME CLASS A................................. $ 87,886,709 8,207,698 $ 10.71
SC National Tax-Free Class B.................................... $ 2,528,660 238,030 $ 10.62
NAF Tax-Free Income Class B..................................... $ 13,048,093 1,218,513 $ 10.71
PRO FORMA TAX-FREE INCOME CLASS B................................. $ 15,576,753 1,454,614 $ 10.71
SC National Tax-Free Class C.................................... $ 6,918,913 651,051 $ 10.63
PRO FORMA TAX-FREE INCOME CLASS C................................. $ 6,918,913 651,051 $ 10.63
SC National Tax-Free Institutional Class........................ $ 8,843,373 549,244 $ 16.10
NAF Tax-Free Income Institutional Class......................... $ 306,870,365 28,646,014 $ 10.71
PRO FORMA TAX-FREE INCOME INSTITUTIONAL CLASS..................... $ 315,713,738 29,471,721 $ 10.71
SC Prime Money Market Institutional Class....................... $ 1,169,269,538 1,169,346,181 $ 1.00
PRO FORMA CASH INVESTMNET MONEY MARKET INSTITUTIONAL CLASS........ $ 1,169,269,538 $ 1,169,346,181 $ 1.00
SC Prime Money Market Administrative Class...................... $ 562,513,434 562,456,538 $ 1.00
SC Prime Money Market Service Class............................. $ 934,746,492 934,864,723 $ 1.00
NAF Cash Investment Service Class............................... $ 6,111,766,258 6,113,539,471 $ 1.00
PRO FORMA CASH INVESTMNET MONEY MARKET SERVICE CLASS.............. $ 7,609,026,184 7,610,860,732 $ 1.00
SC Prime Money Market Class A................................... $ 572,780,966 572,886,864 $ 1.00
SC Money Market Class A......................................... $ 8,040,849,890 8,040,454,142 $ 1.00
NAF Ready Cash Investment Class A............................... $ 842,877,199 842,897,224 $ 1.00
PRO FORMA PRIME INVESTMENT MONEY MARKET CLASS A................... $ 9,456,508,055 9,456,238,230 $ 1.00
SC Money Market Class S......................................... $ 1,141,720,375 1,141,670,830 $ 1.00
NAF Ready Cash Investment Class B............................... $ 1,030,590 1,030,598 $ 1.00
PRO FORMA PRIME INVESTMENT MONEY MARKET CLASS B................... $ 1,142,750,965 1,142,701,428 $ 1.00
SC National Tax-Free Money Market Class A....................... $ 59,274,251 59,278,088 $ 1.00
NAF Municipal Money Market Class A.............................. $ 42,538,407 42,546,122 $ 1.00
PRO FORMA NATIONAL TAX-FREE MONEY MARKET CLASS A.................. $ 101,812,658 101,824,210 $ 1.00
SC National Tax-Free Money Market Institutional Class........... $ 32,162,738 32,169,381 $ 1.00
PRO FORMA NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET
INSTITUTIONAL CLASS.............................................. $ 32,162,738 32,169,381 $ 1.00
NAF Municipal Money Market Service Class........................ $ 1,282,332,471 1,282,327,994 $ 1.00
PRO FORMA NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET SERVICE
CLASS............................................................ $ 1,282,332,471 1,282,327,994 $ 1.00
SC Treasury Plus Money Market Administrative Class.............. $ 110,453,559 110,438,900 $ 1.00
SC Treasury Plus Money Market Service Class..................... $ 482,860,779 482,877,097 $ 1.00
NorwestAdvantage Treasury Plus Service Class.................... $ 33,399,103 33,398,649 $ 1.00
PRO FORMA TREASURY PLUS INSTITUTIONAL MONEY MARKET SERVICE
CLASS............................................................ $ 626,713,441 626,714,646 $ 1.00
SC Treasury Plus Money Market Institutional Class............... $ 513,211,631 513,347,732 $ 1.00
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
NET ASSET
SHARES VALUE PER
STAGECOACH FUNDS AND NORWEST FUNDS INTO WELLS FARGO FUNDS TOTAL NET ASSETS OUTSTANDING SHARE
- ------------------------------------------------------------------ ---------------- ---------------- -----------
<S> <C> <C> <C>
PRO FORMA TREASURY PLUS INSTITUTIONAL MONEY MARKET INSTITUTIONAL
CLASS............................................................ $ 513,211,631 513,347,732 $ 1.00
SC Government Money Market Class A.............................. $ 69,845,657 69,846,691 $ 1.00
NAF U.S. Government Class A..................................... $ 2,622,824,455 2,622,920,232 $ 1.00
PRO FORMA GOVERNMENT MONEY MARKET CLASS A......................... $ 2,692,670,112 2,692,766,923 $ 1.00
</TABLE>
- ------------------------
* Approximately 82% of the Stagecoach Small Cap Fund's Institutional shares
will be converted into a collective fund prior to the merger. For purposes
of the pro forma financial statements approximately 82% of the assets of the
Stagecoach Small Cap Fund's Institutional Class have been removed.
FEES AND EXPENSES OF THE REORGANIZATION
Wells Fargo will pay all fees and expenses, including accounting, legal and
printing expenses, portfolio transfer taxes (if any) or other similar expenses
incurred in connection with the completion of the reorganization.
37
<PAGE>
OUTSTANDING SHARES
As of the Record Date, the SC Funds and NAF Funds had the following number
of shares outstanding:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
SC FUNDS NUMBER OF SHARES OUTSTANDING NAF FUNDS
<S> <C> <C> <C>
SC Asset Allocation Fund
SC Balanced Fund
SC Growth Fund NAF ValuGrowth-SM- Stock Fund
SC Diversified Equity Income Fund NAF Income Equity Income Fund
SC Small Cap Fund NAF Small Company Stock Fund
SC Strategic Growth Fund
NAF Income Fund
NAF Total Return Bond Fund
NAF Performa Strategic Value Bond Fund
SC U.S. Government Income Fund NAF Intermediate Government Income Fund
SC U.S. Government Allocation Fund
SC Short-Intermediate U.S. Government NAF Limited Term Government Income Fund
Income Fund
SC National Tax-Free Fund NAF Tax-Free Income Fund
SC Prime Money Market Fund NAF Cash Investment Fund
(Administrative, Service and
Institutional Classes)
SC Prime Money Market Fund (Class A) NAF Ready Cash Investment Fund
(Investor and Exchange Classes)
SC Money Market Fund
SC National Tax-Free Money Market Fund NAF Municipal Money Market Fund
(Class A) (Investor Class)
SC National Tax-Free Money Market Fund NAF Municipal Money Market Fund
(Institutional Class) (Institutional Class)
SC Treasury Plus Money Market Fund NAF Treasury Plus Fund
(Administrative, Service and (Institutional Class)
Institutional Classes)
SC Government Money Market Fund NAF U.S. Government Fund
</TABLE>
INTEREST OF CERTAIN PERSONS IN THE TRANSACTION
To the knowledge of the SC Funds and NAF Funds, the following persons owned
of record or beneficially, 5% or more of the outstanding shares of each SC Fund
and/or NAF Fund:
[Table to be Inserted]
To the knowledge of the SC Funds and NAF Funds, the following persons owned
of record or beneficially, 25% percent or more of the outstanding shares of each
SC Fund and/or NAF Fund:
[Table to be Inserted]
38
<PAGE>
In addition, as of [ ], 1999, Wells Fargo and Norwest Bank
controlled or held with power to vote more than 25% of the outstanding shares of
each of the SC Funds and NAF Funds, respectively, in a trust or other fiduciary
or representative capacity. As a result, the Banks may be deemed to control each
of the Funds and may be able to greatly affect (if not determine) the outcome of
the shareholder vote on the reorganization. To avoid any possible conflict
between the Banks' duties to their customers and to the Funds, the Bank has
arranged for a paid fiduciary to vote the shares of the Banks for the
reorganization.
39
<PAGE>
EXHIBIT A--FEE TABLES
These tables describe the fees and expenses that you may pay if you buy and hold
shares of a Fund.
<TABLE>
<CAPTION>
STAGECOACH
ASSET STAGECOACH WF ASSET
ALLOCATION BALANCED ALLOCATION
----------- ----------- -----------
<S> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................................... 5.75% 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase or
the NAV on the date of the redemption)........................................ None None None
Annual Fund Operating Expenses:
Management fee.................................................................... 0.36% 0.60% 0.80%
Distribution (Rule 12b-1 fee)..................................................... 0.05% 0.10% 0.00%
Other expenses.................................................................... 0.58% 0.70% 0.40%
Total Annual Fund Operating Expenses(Gross)....................................... 0.99% 1.40% 1.20%
Waiver............................................................................ 0.00% 0.12% 0.21%
Net Annual Fund Operating Expenses................................................ 0.99% 1.28% 0.99%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................................... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase or
the NAV on the date of the redemption)........................................ 5.00% 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee.................................................................... 0.36% 0.60% 0.80%
Distribution (Rule 12b-1 fee)..................................................... 0.70% 0.75% 0.75%
Other expenses.................................................................... 0.58% 0.94% 0.40%
Total Annual Fund Operating Expenses(Gross)....................................... 1.64% 2.29% 1.95%
Waiver............................................................................ 0.00% 0.36% 0.21%
Net Annual Fund Operating Expenses................................................ 1.64% 1.93% 1.74%
Class C
Shareholder Transaction Expenses:.................................................
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................................... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase or
the NAV on the date of the redemption)........................................ 1.00% 1.00%
Annual Fund Operating Expenses:
Management fee.................................................................... 0.36% 0.80%
Distribution (Rule 12b-1 fee)..................................................... 0.75% 0.75%
Other expenses.................................................................... 0.53% 0.40%
</TABLE>
A-1
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH
ASSET STAGECOACH WF ASSET
ALLOCATION BALANCED ALLOCATION
----------- ----------- -----------
<S> <C> <C> <C>
Total Annual Fund Operating Expenses(Gross)....................................... 1.64% 1.95%
Waiver............................................................................ 0.00% 0.21%
Net Annual Fund Operating Expenses................................................ 1.64% 1.74%
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................................... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase or
the NAV on the date of the redemption)........................................ None None
Annual Fund Operating Expenses:
Management fee.................................................................... 0.60% 0.80%
Distribution (Rule 12b-1 fee)..................................................... 0.00% 0.00%
Other expenses.................................................................... 0.61% 0.30%
Total Annual Fund Operating Expenses(Gross)....................................... 1.21% 1.10%
Waiver............................................................................ 0.03% 0.10%
Net Annual Fund Operating Expenses................................................ 1.18% 1.00%
</TABLE>
A-2
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH
ASSET STAGECOACH WF ASSET
ALLOCATION BALANCED ALLOCATION
----------- ----------- -----------
<S> <C> <C> <C>
Class A
One Year.......................................................................... $ 546 $ 649 $ 670
Three Year........................................................................ $ 751 $ 910 $ 872
Five Year......................................................................... $ 972 $ 1,190 $ 1,091
Ten Year.......................................................................... $ 1,608 $ 1,989 $ 1,718
Class B
One Year.......................................................................... $ 667 $ 696 $ 677
Three Year........................................................................ $ 817 $ 906 $ 848
Five Year......................................................................... $ 1,092 $ 1,242 $ 1,144
Ten Year.......................................................................... $ 1,605 $ 1,922 $ 1,756
Class C
One Year.......................................................................... $ 267 $ 277
Three Year........................................................................ $ 517 $ 548
Five Year......................................................................... $ 892 $ 944
Ten Year.......................................................................... $ 1,944 $ 2,052
Class I
One Year.......................................................................... $ 120 $ 102
Three Year........................................................................ $ 375 $ 318
Five Year......................................................................... $ 649 $ 552
Ten Year.......................................................................... $ 1,432 $ 1,225
</TABLE>
A-3
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
NORWEST
STAGECOACH ADVANTAGE WF GROWTH
GROWTH FUND VALUGROWTH FUND
----------- ----------- -----------
<S> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price).......................................... 5.75% 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase or
the NAV on the date of the redemption)....................................... None None None
Management fee................................................................... 0.50% 0.78% 0.75%
Distribution (Rule 12b-1 fee).................................................... 0.05% 0.00% 0.00%
Other expenses................................................................... 0.58% 0.47% 0.57%
Total Annual Fund Operating Expenses(Gross)...................................... 1.13% 1.25% 1.32%
Waiver........................................................................... 0.01% 0.25% 0.20%
Net Annual Fund Operating Expenses............................................... 1.12% 1.00% 1.12%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price).......................................... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase or
the NAV on the date of the redemption)....................................... 5.00% 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee................................................................... 0.50% 0.78% 0.75%
Distribution (Rule 12b-1 fee).................................................... 0.70% 1.00% 0.75%
Other expenses................................................................... 0.60% 0.53% 0.57%
Total Annual Fund Operating Expenses(Gross)...................................... 1.80% 2.31% 2.07%
Waiver........................................................................... 0.01% 0.56% 0.20%
Net Annual Fund Operating Expenses............................................... 1.79% 1.75% 1.87%
Class I
Shareholder Transaction Expenses:................................................
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price).......................................... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase or
the NAV on the date of the redemption)....................................... None None None
Annual Fund Operating Expenses:
Management fee................................................................... 0.50% 0.78% 0.75%
Distribution (Rule 12b-1 fee).................................................... 0.00% 0.00% 0.00%
Other expenses................................................................... 0.52% 0.42% 0.32%
Total Annual Fund Operating Expenses(Gross)...................................... 1.02% 1.20% 1.07%
Waiver........................................................................... 0.00% 0.20% 0.07%
Net Annual Fund Operating Expenses............................................... 1.02% 1.00% 1.00%
</TABLE>
A-4
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
NORWEST
STAGECOACH ADVANTAGE WF GROWTH
GROWTH FUND VALUGROWTH FUND
----------- ----------- -----------
<S> <C> <C> <C>
Class A
One Year......................................................................... $ 633 $ 646 $ 683
Three Year....................................................................... $ 862 $ 851 $ 911
Five Year........................................................................ $ 1,110 $ 1,072 $ 1,156
Ten Year......................................................................... $ 1,817 $ 1,707 $ 1,860
Class B
One Year......................................................................... $ 682 $ 578 $ 690
Three Year....................................................................... $ 863 $ 851 $ 888
Five Year........................................................................ $ 1,170 $ 1,149 $ 1,211
Ten Year......................................................................... $ 1,760 $ 1,767 $ 1,898
Class I
One Year......................................................................... $ 104 $ 102 $ 102
Three Year....................................................................... $ 325 $ 318 $ 318
Five Year........................................................................ $ 563 $ 552 $ 552
Ten Year......................................................................... $ 1,248 $ 1,225 $ 1,225
</TABLE>
A-5
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST
DIVERSIFIED ADVANTAGE WF INCOME
EQUITY INCOME EQUITY EQUITY
----------- ------------- -----------
<S> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................................ 5.75% 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase
or the NAV on the date of the redemption).................................. None None None
Annual Fund Operating Expenses:
Management fee................................................................. 0.50% 0.50% 0.75%
Distribution (Rule 12b-1 fee).................................................. 0.05% 0.00% 0.00%
Other expenses Fund/Portfolio.................................................. 0.65% 0.39/0.07% 0.55%
Total Annual Fund Operating Expenses(Gross).................................... 1.20% 0.96% 1.30%
Waiver......................................................................... 0.00% 0.11% 0.20%
Net Annual Fund Operating Expenses............................................. 1.20% 0.85% 1.10%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................................ None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase
or the NAV on the date of the redemption).................................. 5.00% 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee................................................................. 0.50% 0.50% 0.75%
Distribution (Rule 12b-1 fee).................................................. 0.70% 1% 0.75%
Other expenses................................................................. 0.68% 0.39/0.07% 0.55%
Total Annual Fund Operating Expenses(Gross).................................... 1.88% 1.96% 2.05%
Waiver......................................................................... 0.00% 0.36% 0.20%
Net Annual Fund Operating Expenses............................................. 1.88% 1.60% 1.85%
Class C
Shareholder Transaction Expenses:..............................................
Maximum Sales Charge (Load)
on Purchases (as a percentage of offering price)........................... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase
or the NAV on the date of the redemption).................................. 1.00% 1.00%
Annual Fund Operating Expenses:
Management fee................................................................. 0.52% 0.75%
Distribution (Rule 12b-1 fee).................................................. 0.75% 0.75%
Other expenses................................................................. 0.39/0.07% 0.55%
Total Annual Fund Operating Expenses(Gross).................................... 1.71% 2.05%
Waiver......................................................................... 0.11% 0.20%
Net Annual Fund Operating Expenses............................................. 1.60% 1.85%
</TABLE>
A-6
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST
DIVERSIFIED ADVANTAGE WF INCOME
EQUITY INCOME EQUITY EQUITY
----------- ------------- -----------
<S> <C> <C> <C>
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................................ None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original purchase
or the NAV on the date of the redemption).................................. None None
Annual Fund Operating Expenses:
Management fee................................................................. 0.50% 0.75%
Distribution (Rule 12b-1 fee).................................................. 0.00% 0.00%
Other expenses................................................................. 0.34/0.07% 0.30%
Total Annual Fund Operating Expenses(Gross).................................... 0.91% 1.05%
Waiver......................................................................... 0.06% 0.2%
Net Annual Fund Operating Expenses............................................. 0.85% 0.85%
</TABLE>
A-7
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH NORWEST
DIVERSIFIED ADVANTAGE WF INCOME
EQUITY INCOME EQUITY EQUITY
----------- ------------- -----------
<S> <C> <C> <C>
Class A
One Year....................................................................... $ 641 $ 632 $ 681
Three Year..................................................................... $ 886 $ 806 $ 905
Five Year...................................................................... $ 1,150 $ 995 $ 1,146
Ten Year....................................................................... $ 1,903 $ 1,541 $ 1,838
Class B
One Year....................................................................... $ 691 $ 663 $ 688
Three Year..................................................................... $ 891 $ 805 $ 882
Five Year...................................................................... $ 1,216 $ 1,071 $ 1,201
Ten Year....................................................................... $ 1,853 $ 1,601 $ 1,876
Class C
One Year....................................................................... $ 263 $ 288
Three Year..................................................................... $ 505 $ 582
Five Year...................................................................... $ 871 $ 1,001
Ten Year....................................................................... $ 1,900 $ 2,169
Class I
One Year....................................................................... $ 87 $ 87
Three Year..................................................................... $ 271 $ 271
Five Year...................................................................... $ 471 $ 471
Ten Year....................................................................... $ 1,049 $ 1,049
</TABLE>
A-8
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST ADVANTAGE WF
STRATEGIC SMALL SMALL COMPANY SMALL
GROWTH CAP STOCK CAP
----------- ----------- ----------------- -----------
<S> <C> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)......................... 5.75% 5.75% 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the
redemption)................................................. None None None None
Annual Fund Operating Expenses:
Management fee.................................................. 0.50% 0.60% 0.90% 0.90%
Distribution (Rule 12b-1 fee)................................... 0.10% 0.10% 0.00% 0.00%
Other expenses.................................................. 0.69% 0.87% 0.47/0.11% 0.78%
Total Annual Fund Operating Expenses(Gross)..................... 1.29% 1.57% 1.48% 1.68%
Waiver.......................................................... 0.00% 0.21% 0.23% 0.39%
Net Annual Fund Operating Expenses.............................. 1.29% 1.36% 1.20% 1.29%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)......................... None None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the
redemption)................................................. 5.00% 5.00% 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee.................................................. 0.50% 0.60% 0.90% 0.90%
Distribution (Rule 12b-1 fee)................................... 0.75% 0.75% 1.00% 0.75%
Other expenses.................................................. 0.76% 0.86% 0.52/0.11% 0.78%
Total Annual Fund Operating Expenses(Gross)..................... 2.01% 2.21% 2.53% 2.43%
Waiver.......................................................... 0.00% 0.10% 0.58% 0.39%
Net Annual Fund Operating Expenses.............................. 2.01% 2.11% 1.95% 2.04%
Class C
Shareholder Transaction Expenses:...............................
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)......................... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the
redemption)................................................. 1.00% 1.00% 1.00%
Annual Fund Operating Expenses:
Management fee.................................................. 0.50% 0.60% 0.90%
Distribution (Rule 12b-1 fee)................................... 0.75% 0.75% 0.75%
Other expenses.................................................. 0.76% 1.31% 0.78%
Total Annual Fund Operating Expenses(Gross)..................... 2.01% 2.66% 2.43%
Waiver.......................................................... 0.00% 0.55% 0.39%
Net Annual Fund Operating Expenses.............................. 2.01% 2.11% 2.04%
</TABLE>
A-9
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST ADVANTAGE WF
STRATEGIC SMALL SMALL COMPANY SMALL
GROWTH CAP STOCK CAP
----------- ----------- ----------------- -----------
<S> <C> <C> <C> <C>
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)......................... None None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the
redemption)................................................. None None None None
Annual Fund Operating Expenses:
Management fee.................................................. 0.60% 0.90% 0.90%
Distribution (Rule 12b-1 fee)................................... 0.00% 0.00% 0.00%
Other expenses.................................................. 0.66% 0.36/0.11% 0.63%
Total Annual Fund Operating Expenses(Gross)..................... 1.26% 1.37% 1.53%
Waiver.......................................................... 0.50% 0.17% 0.33%
Net Annual Fund Operating Expenses.............................. 0.76% 1.20% 1.20%
</TABLE>
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST ADVANTAGE WF
STRATEGIC SMALL SMALL COMPANY SMALL
GROWTH CAP STOCK CAP
----------- ----------- ----------------- -----------
<S> <C> <C> <C> <C>
Class A
One Year........................................................ $ 649 $ 656 $ 666 $ 699
Three Year...................................................... $ 913 $ 933 $ 910 $ 960
Five Year....................................................... $ 1,195 $ 1,231 $ 1,173 $ 1,242
Ten Year........................................................ $ 2,000 $ 2,074 $ 1,925 $ 2,042
Class B
One Year........................................................ $ 704 $ 714 $ 598 $ 707
Three Year...................................................... $ 930 $ 961 $ 912 $ 940
Five Year....................................................... $ 1,283 $ 1,334 $ 1,252 $ 1,298
Ten Year........................................................ $ 1,973 $ 2,064 $ 1,984 $ 2,080
Class C
One Year........................................................ $ 304 $ 314 $ 307
Three Year...................................................... $ 630 $ 661 $ 640
Five Year....................................................... $ 1,083 $ 1,134 $ 1,098
Ten Year........................................................ $ 2,338 $ 2,441 $ 2,369
Class I
One Year........................................................ $ 78 $ 122 $ 122
Three Year...................................................... $ 243 $ 381 $ 381
Five Year....................................................... $ 422 $ 660 $ 660
Ten Year........................................................ $ 942 $ 1,455 $ 1,455
</TABLE>
A-10
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
NORWEST ADVANTAGE
NORWEST ADVANTAGE NORWEST ADVANTAGE PERFORMA STRATEGIC WF INCOME
INCOME FUND TOTAL RETURN BOND VALUE FUND FUND
------------------- ----------------- ------------------- -------------
<S> <C> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)......... 4.50% 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on
the date of original purchase or the NAV on
the date of the redemption)................. None None None
Annual Fund Operating Expenses:
Management fee.................................. 0.50% 0.50% 0.50%
Distribution (Rule 12b-1 fee)................... 0.00% 0.00% 0.00%
Other expenses.................................. 0.64% 0.71/0.10% 0.52%
Total Annual Fund Operating Expenses(Gross)..... 1.14% 1.31% 1.02%
Waiver.......................................... 0.39% 0.56% 0.02%
Net Annual Fund Operating Expenses.............. 0.75% 0.75% 1.00%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)......... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on
the date of original purchase or the NAV on
the date of the redemption)................. 5.00% 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee.................................. 0.50% 0.50% 0.50%
Distribution (Rule 12b-1 fee)................... 1.00% 1.00% 0.75%
Other expenses Fund/Port........................ 0.65% 0.75/0.11% 0.52%
Total Annual Fund Operating Expenses(Gross)..... 2.15% 2.36% 1.77%
Waiver.......................................... 0.65% 0.86% 0.02%
Net Annual Fund Operating Expenses.............. 1.50% 1.50% 1.75%
</TABLE>
A-11
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
NORWEST ADVANTAGE
NORWEST ADVANTAGE NORWEST ADVANTAGE PERFORMA STRATEGIC WF INCOME
INCOME FUND TOTAL RETURN BOND VALUE FUND FUND
------------------- ----------------- ------------------- -------------
<S> <C> <C> <C> <C>
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)......... None None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on
the date of original purchase or the NAV on
the date of the redemption)................. None None None None
Annual Fund Operating Expenses:
Management fee.................................. 0.60% 0.50% 0.50% 0.50%
Distribution (Rule 12b-1 fee)................... 0.00% 0.00% 0.00% 0.00%
Other expenses.................................. 0.32% 0.38/0.10% 1.49% 0.27%
Total Annual Fund Operating Expenses(Gross)..... 0.92% 0.98% 1.99% 0.77%
Waiver.......................................... 0.17% 0.23% 1.14% 0.02%
Net Annual Fund Operating Expenses.............. 0.75% 0.75% 0.85% 0.75%
</TABLE>
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
NORWEST ADVANTAGE PERFORMA
INCOME (CORP A) NORWEST ADVANTAGE STRATEGIC WF INCOME
FUND TOTAL RETURN BOND VALUE FUND FUND
----------------- ----------------- ----------- -------------
<S> <C> <C> <C> <C>
Class A
One Year.............................................. $ 474 $ 474 $ 547
Three Year............................................ $ 630 $ 630 $ 754
Five Year............................................. $ 800 $ 800 $ 978
Ten Year.............................................. $ 1,293 $ 1,293 $ 1,620
Class B
One Year.............................................. $ 453 $ 453 $ 678
Three Year............................................ $ 674 $ 674 $ 851
Five Year............................................. $ 818 $ 818 $ 1,149
Ten Year.............................................. $ 1,489 $ 1,489 $ 1,767
Class I
One Year.............................................. $ 77 $ 77 $ 87 $ 77
Three Year............................................ $ 240 $ 240 $ 271 $ 240
Five Year............................................. $ 417 $ 417 $ 471 $ 417
Ten Year.............................................. $ 930 $ 930 $ 1,049 $ 930
</TABLE>
A-12
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST ADVANTAGE WF
U.S. GOVERNMENT U.S. GOVERNMENT INTERMEDIATE INTERMEDIATE
ALLOCATION INCOME GOVERNMENT INCOME GOVERNMENT INCOME
--------------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)...... 5.75% 5.75% 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV
on the date of original purchase or the
NAV on the date of the redemption)....... None None None None
Annual Fund Operating Expenses:
Management fee............................... 0.50% 0.50% 0.33% 0.50%
Distribution (Rule 12b-1 fee)................ 0.05% 0.05% 0.00% 0.00%
Other expenses............................... 0.71% 0.70% 0.48% 0.60%
Total Annual Fund Operating
Expenses(Gross)............................. 1.26% 1.25% 0.81% 1.10%
Waiver....................................... 0.07% 0.00% 0.13% 0.14%
Net Annual Fund Operating Expenses........... 1.19% 0.96% 0.68% 0.96%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)...... None None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV
on the date of original purchase or the
NAV on the date of the redemption)....... 5.00% 5.00% 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee............................... 0.50% 0.50% 0.33% 0.50%
Distribution (Rule 12b-1 fee)................ 0.70% 0.70% 1.00% 0.75%
Other expenses............................... 0.88% 0.70% 0.53% 0.60%
Total Annual Fund Operating
Expenses(Gross)............................. 2.08% 1.90% 1.86% 1.85%
Waiver....................................... 0.24% 0.24% 0.43% 0.14%
Net Annual Fund Operating Expenses........... 1.84% 1.66% 1.43% 1.71%
Class C
Shareholder Transaction Expenses:............
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)...... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV
on the date of original purchase or the
NAV on the date of the redemption)....... 1.00% 1.00% 1.00%
Annual Fund Operating Expenses:
</TABLE>
A-13
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST ADVANTAGE WF
U.S. GOVERNMENT U.S. GOVERNMENT INTERMEDIATE INTERMEDIATE
ALLOCATION INCOME GOVERNMENT INCOME GOVERNMENT INCOME
--------------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Management fee............................... 0.50% 0.50%
Distribution (Rule 12b-1 fee)................ 0.75% 0.75%
Other expenses............................... 1.21% 0.60%
Total Annual Fund Operating
Expenses(Gross)............................. 2.46% 1.85%
Waiver....................................... 0.80% 0.14%
Net Annual Fund Operating Expenses........... 1.66% 1.71%
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)...... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV
on the date of original purchase or the
NAV on the date of the redemption)....... None None None
Annual Fund Operating Expenses:
Management fee............................... 0.50% 0.33% 0.50%
Distribution (Rule 12b-1 fee)................ 0.00% 0.00% 0.00%
Other expenses............................... 0.68% 0.39% 0.35%
Total Annual Fund Operating Expenses
(Gross)..................................... 1.18% 0.72% 0.85%
Waiver....................................... 0.27% 0.04% 0.17%
Net Annual Fund Operating Expenses........... 0.91% 0.68% 0.68%
</TABLE>
A-14
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST ADVANTAGE WF
U.S. GOVERNMENT U.S. GOVERNMENT INTERMEDIATE INTERMEDIATE
ALLOCATION INCOME GOVERNMENT INCOME GOVERNMENT INCOME
----------------- ----------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Class A
One Year.................................... $ 566 $ 544 $ 467 $ 544
Three Year.................................. $ 811 $ 742 $ 609 $ 742
Five Year................................... $ 1,075 $ 957 $ 764 $ 957
Ten Year.................................... $ 1,828 $ 1,575 $ 932 $ 1,190
Class B
One Year.................................... $ 687 $ 669 $ 446 $ 674
Three Year.................................. $ 879 $ 823 $ 652 $ 839
Five Year................................... $ 1,195 $ 1,102 $ 782 $ 1,128
Ten Year.................................... $ 1,825 $ 1,601 $ 1,410 $ 1,723
Class C
One Year.................................... $ 269 $ 274
Three Year.................................. $ 523 $ 539
Five Year................................... $ 902 $ 928
Ten Year.................................... $ 1,965 $ 2,019
Class I
One Year.................................... $ 93 $ 69 $ 69
Three Year.................................. $ 290 $ 218 $ 218
Five Year................................... $ 504 $ 379 $ 379
Ten Year.................................... $ 1,120 $ 847 $ 847
</TABLE>
A-15
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE WF
SHORT-INTERMEDIATE LIMITED TERM LIMITED TERM
U.S. GOVERNMENT INCOME GOVERNMENT INCOME GOVERNMENT INCOME
----------------------- ------------------- -------------------
<S> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)............... 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the
date of original purchase or the NAV on the date
of the redemption)................................ None None
Annual Fund Operating Expenses:
Management fee........................................ 0.50% 0.50%
Distribution (Rule 12b-1 fee)......................... 0.05% 0.00%
Other expenses........................................ 0.69% 0.59%
Total Annual Fund Operating Expenses(Gross)........... 1.24% 1.09%
Waiver................................................ 0.28% 0.13%
Net Annual Fund Operating Expenses.................... 0.96% 0.96%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)............... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the
date of original purchase or the NAV on the date
of the redemption)................................ 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee........................................ 0.50% 0.50%
Distribution (Rule 12b-1 fee)......................... 0.75% 0.75%
Other expenses........................................ 0.72% 0.59%
Total Annual Fund Operating Expenses(Gross)........... 1.97% 1.84%
Waiver................................................ 0.31% 0.13%
Net Annual Fund Operating Expenses.................... 1.66% 1.71%
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)............... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the
date of original purchase or the NAV on the date
of the redemption)................................ None None None
</TABLE>
A-16
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE WF
SHORT-INTERMEDIATE LIMITED TERM LIMITED TERM
U.S. GOVERNMENT INCOME GOVERNMENT INCOME GOVERNMENT INCOME
----------------------- ------------------- -------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses:
Management fee........................................ 0.50% 0.33% 0.50%
Distribution (Rule 12b-1 fee)......................... 0.00% 0.00% 0.00%
Other expenses........................................ 0.58% 0.56% 0.34%
Total Annual Fund Operating Expenses(Gross)........... 1.08% 0.89% 0.84%
Waiver................................................ 0.17% 0.21% 0.16%
Net Annual Fund Operating Expenses.................... 0.91% 0.68% 0.68%
</TABLE>
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE WF
SHORT-INTERMEDIATE LIMITED TERM LIMITED TERM
U.S. GOVERNMENT INCOME GOVERNMENT INCOME GOVERNMENT INCOME
----------------------- ------------------- -------------------
<S> <C> <C> <C>
Class A
One Year.............................................. $ 395 $ 544
Three Year............................................ $ 597 $ 742
Five Year............................................. $ 815 $ 957
Ten Year.............................................. $ 1,443 $ 1,575
Class B
One Year.............................................. $ 669 $ 674
Three Year............................................ $ 823 $ 839
Five Year............................................. $ 1,102 $ 1,128
Ten Year.............................................. $ 1,601 $ 1,723
Class I
One Year.............................................. $ 93 $ 69 $ 69
Three Year............................................ $ 290 $ 218 $ 218
Five Year............................................. $ 504 $ 379 $ 379
Ten Year.............................................. $ 1,120 $ 847 $ 847
</TABLE>
A-17
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH WF
NATIONAL NORWEST ADVANTAGE NATIONAL
TAX-FREE BOND TAX-FREE INCOME TAX-FREE
------------- ------------------- -----------
<S> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)................................. 4.50% 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original
purchase or the NAV on the date of the redemption).................. None None None
Annual Fund Operating Expenses:
Management fee.......................................................... 0.50% 0.50% 0.40%
Distribution (Rule 12b-1 fee)........................................... 0.05% 0.00% 0.00%
Other expenses.......................................................... 0.82% 0.49% 0.55%
Total Annual Fund Operating Expenses(Gross)............................. 1.37% 0.99% 0.95%
Waiver.................................................................. 0.56% 0.39% 0.15%
Net Annual Fund Operating Exepnses...................................... 0.81% 0.60% 0.80%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)................................. None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original
purchase or the NAV on the date of the redemption).................. 5.00% 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee.......................................................... 0.50% 0.50% 0.40%
Distribution (Rule 12b-1 fee)........................................... 0.75% 1.00% 0.75%
Other expenses.......................................................... 1.46% 0.55% 0.55%
Total Annual Fund Operating Expenses(Gross)............................. 2.71% 2.05% 1.70%
Waiver.................................................................. 1.30% 0.70% 0.15%
Net Annual Fund Operating Expenses...................................... 1.41% 1.35% 1.55%
Class C
Shareholder Transaction Expenses:.......................................
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)................................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original
purchase or the NAV on the date of the redemption).................. 1.00% 1.00%
Annual Fund Operating Expenses:
Class C
Management fee.......................................................... 0.50% 0.40%
Distribution (Rule 12b-1 fee)........................................... 0.75% 0.75%
Other expenses.......................................................... 0.85% 0.55%
</TABLE>
A-18
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH WF
NATIONAL NORWEST ADVANTAGE NATIONAL
TAX-FREE BOND TAX-FREE INCOME TAX-FREE
------------- ------------------- -----------
<S> <C> <C> <C>
Total Annual Fund Operating Expenses(Gross)............................. 2.10% 1.70%
Waiver.................................................................. 0.69% 0.15%
Net Annual Fund Operating Expenses...................................... 1.41% 1.55%
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)................................. None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original
purchase or the NAV on the date of the redemption).................. None None None
Annual Fund Operating Expenses:
Management fee.......................................................... 0.50% 0.50% 0.40%
Distribution (Rule 12b-1 fee)........................................... 0.00% 0.00% 0.00%
Other expenses.......................................................... 0.85% 0.42% 0.30%
Total Annual Fund Operating Expenses(Gross)............................. 1.35% 0.92% 0.70%
Waiver.................................................................. 0.59% 0.32% 0.10%
Net Annual Fund Operating Expenses...................................... 0.76% 0.60% 0.60%
</TABLE>
A-19
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH WF
NATIONAL NORWEST ADVANTAGE NATIONAL
TAX-FREE BOND TAX-FREE INCOME TAX-FREE
------------- ----------------- -----------
<S> <C> <C> <C>
Class A
One Year.................................................................. $ 529 $ 459 $ 528
Three Year................................................................ $ 697 $ 584 $ 694
Five Year................................................................. $ 879 $ 721 $ 874
Ten Year.................................................................. $ 1,407 $ 1,120 $ 1,395
Class B
One Year.................................................................. $ 644 $ 437 $ 658
Three Year................................................................ $ 746 $ 628 $ 790
Five Year................................................................. $ 971 $ 739 $ 1,045
Ten Year.................................................................. $ 1,372 $ 1,319 $ 1,545
Class C
One Year.................................................................. $ 244 $ 258
Three Year................................................................ $ 446 $ 490
Five Year................................................................. $ 771 $ 845
Ten Year.................................................................. $ 1,691 $ 1,845
Class I
One Year.................................................................. $ 78 $ 61 $ 61
Three Year................................................................ $ 243 $ 192 $ 192
Five Year................................................................. $ 422 $ 335 $ 335
Ten Year.................................................................. $ 942 $ 750 $ 750
</TABLE>
A-20
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
NORWEST
STAGECOACH STAGECOACH ADVANTAGE
MONEY MARKET PRIME READY CASH WF MONEY
FUND MONEY MARKET INVESTMENT MARKET FUND
--------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)....................... 5.75% 5.75% 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the
redemption)............................................... None None None None
Annual Fund Operating Expenses:
Management fee................................................ 0.40% 0.25% 0.33% 0.40%
Distribution (Rule 12b-1 fee)................................. 0.05% 0.05% 0.00% 0.00%
Other expenses................................................ 0.48% 0.53% 0.49% 0.53%
Total Annual Fund Operating Expenses(Gross)................... 0.93% 0.83% 0.82% 0.93%
Waiver........................................................ 0.18% 0.08% 0.00% 0.17%
Net Annual Fund Operating Expenses............................ 0.75% 0.75% 0.82% 0.76%
Class B
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)....................... None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the
redemption)............................................... 5.00% 5.00% 5.00%
Annual Fund Operating Expenses:
Management fee................................................ 0.40% 0.33% 0.40%
Distribution (Rule 12b-1 fee)................................. 0.75% 1.00% 0.75%
Other expenses................................................ 0.47% 4.07% 0.53%
Total Annual Fund Operating Expenses(Gross)................... 0.62% 5.40% 1.68%
Waiver........................................................ 0.20% 3.83% 0.17%
Net Annual Fund Operating Expenses............................ 1.42% 1.57% 1.51%
</TABLE>
A-21
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
NORWEST
STAGECOACH STAGECOACH ADVANTAGE
MONEY MARKET PRIME READY CASH WF MONEY
FUND MONEY MARKET INVESTMENT MARKET FUND
--------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
Class A
One Year...................................................... $ 77 $ 77 $ 84 $ 78
Three Year.................................................... $ 240 $ 240 $ 262 $ 243
Five Year..................................................... $ 417 $ 417 $ 455 $ 422
Ten Year...................................................... $ 930 $ 930 $ 1,014 $ 942
Class B
One Year...................................................... $ 145 $ 159 $ 154
Three Year.................................................... $ 449 $ 493 $ 477
Five Year..................................................... $ 776 $ 850 $ 824
Ten Year...................................................... $ 1,702 $ 1,856 $ 1,802
</TABLE>
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH
PRIME MONEY PRIME MONEY NORWEST CASH WF CASH INVESTMENT
MARKET (SERV) MARKET (ADMIN) INVESTMENT FUND MONEY MARKET FUND
------------- --------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Class Service/Admin
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........... None None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on
the date of original purchase or the NAV on
the date of the redemption)................... None None None None
Annual Fund Operating Expenses:
Management fee.................................... 0.25% 0.25% 0.23% 0.10%
Distribution (Rule 12b-1 fee)..................... 0.00% 0.00% 0.00% 0.00%
Other expenses.................................... 0.40% 0.35% 0.33% 0.45%
Total Annual Fund Operating Expenses(Gross)....... 0.65% 0.60% 0.56% 0.55%
Waiver............................................ 0.20% 0.15% 0.08% 0.07%
Net Annual Fund Operating Expenses................ 0.45% 0.45% 0.48% 0.48%
</TABLE>
A-22
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH
PRIME MONEY PRIME MONEY NORWEST CASH WF CASH INVESTMENT
MARKET (SERV) MARKET (ADMIN) INVESTMENT FUND MONEY MARKET FUND
------------- --------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on
the date of original purchase or the NAV on
the date of the redemption)................... None None
Annual Fund Operating Expenses:
Management fee.................................... 0.25% 0.10%
Distribution (Rule 12b-1 fee)..................... 0.00% 0.00%
Other expenses.................................... 0.16% 0.20%
Total Annual Fund Operating Expenses(Gross)....... 0.41% 0.30%
Waiver............................................ 0.16% 0.05%
Net Annual Fund Operating Expenses................ 0.25% 0.25%
</TABLE>
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH PRIME
PRIME MONEY MONEY MARKET NORWEST CASH WF CASH INVESTMENT
MARKET (SERV) (ADMIN) INVESTMENT FUND MONEY MARKET FUND
--------------- ----------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Service/Admin
One Year.......................................... $ 46 $ 46 $ 49 $ 49
Three Year........................................ $ 144 $ 144 $ 154 $ 154
Five Year......................................... $ 252 $ 252 $ 269 $ 269
Ten Year.......................................... $ 567 $ 567 $ 604 $ 604
Class I
One Year.......................................... $ 26 $ 26
Three Year........................................ $ 80 $ 80
Five Year......................................... $ 141 $ 141
Ten Year.......................................... $ 318 $ 318
</TABLE>
A-23
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST MUNI WF
NATIONAL TAX-FREE MONEY MARKET NATIONAL TAX-FREE
MONEY MARKET FUND MONEY MARKET
----------------- ------------- -----------------
<S> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)............................. None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original
purchase or the NAV on the date of the redemption).............. None None None
Annual Fund Operating Expenses:
Management fee...................................................... 0.30% 0.34% 0.25%
Distribution (Rule 12b-1 fee)....................................... 0.05% 0.00% 0.00%
Other expenses...................................................... 0.78% 0.49% 0.79%
Total Annual Fund Operating Expenses(Gross)......................... 1.13% 0.83% 1.04%
Waiver.............................................................. 0.43% 0.18% 0.34%
Net Annual Fund Operating Expenses.................................. 0.70% 0.65% 0.70%
</TABLE>
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH NATIONAL NORWEST MUNI WF
TAX-FREE MONEY MONEY MARKET NATIONAL TAX-FREE
MARKET FUND MONEY MARKET
------------------- --------------- -------------------
<S> <C> <C> <C>
Class A
One Year............................................................ $ 72 $ 66 $ 72
Three Year.......................................................... $ 224 $ 208 $ 224
Five Year........................................................... $ 390 $ 362 $ 390
Ten Year............................................................ $ 871 $ 810 $ 871
</TABLE>
A-24
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
WF
STAGECOACH NORWEST NATIONAL TAX-FREE
NATIONAL TAX-FREE MUNI MONEY INSTITUTIONAL
MONEY MARKET MARKET FUND MONEY MARKET
----------------- ------------- -----------------
<S> <C> <C> <C>
Class Service
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original
purchase or the NAV on the date of the redemption).............. None None
Annual Fund Operating Expenses:
Management fee...................................................... 0.34% 0.10%
Distribution (Rule 12b-1 fee)....................................... 0.00% 0.00%
Other expenses...................................................... 0.25% 0.51%
Total Annual Fund Operating Expenses(Gross)......................... 0.59% 0.61%
Waiver.............................................................. 0.14% 0.16%
Net Annual Fund Operating Expenses.................................. 0.45% 0.45%
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of original
purchase or the NAV on the date of the redemption).............. None None
Annual Fund Operating Expenses:
Management fee...................................................... 0.30% 0.10%
Distribution (Rule 12b-1 fee)....................................... 0.00% 0.00%
Other expenses...................................................... 0.23% 0.26%
Total Annual Fund Operating Expenses(Gross)......................... 0.53% 0.36%
Waiver.............................................................. 0.23% 0.06%
Net Annual Fund Operating Expenses.................................. 0.30% 0.3%
</TABLE>
A-25
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
WF
STAGECOACH NORWEST NATIONAL TAX-FREE
NATIONAL TAX-FREE MUNI MONEY INSTITUTIONAL
MONEY MARKET MARKET FUND MONEY MARKET
----------------- ------------- -----------------
<S> <C> <C> <C>
</TABLE>
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
WF
STAGECOACH NORWEST NATIONAL TAX-FREE
NATIONAL TAX-FREE MUNI MONEY INSTITUTIONAL
MONEY MARKET MARKET FUND MONEY MARKET
----------------- ------------- -----------------
<S> <C> <C> <C> <C>
Class Service
One Year............................................................ $ 46 $ 46
Three Year.......................................................... $ 144 $ 144
Five Year........................................................... $ 252 $ 252
Ten Year............................................................ $ 567 $ 567
Class I
One Year............................................................ $ 31 $ 31
Three Year.......................................................... $ 97 $ 97
Five Year........................................................... $ 169 $ 169
Ten Year............................................................ $ 381 $ 381
</TABLE>
A-26
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST WF
TREASURY TREASURY PLUS ADVANTAGE TREASURY PLUS
PLUS (SERV) (ADMIN) TREASURY PLUS INST MONEY MARKET
----------- ------------- ------------- -------------------
<S> <C> <C> <C> <C>
Class Service
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)................... None None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date
of original purchase or the NAV on the date of the
redemption)........................................... None None None None
Annual Fund Operating Expenses:
Management fee............................................ 0.25% 0.25% 0.20% 0.10%
Distribution (Rule 12b-1 fee)............................. 0.00% 0.00% 0.00%
Other expenses............................................ 0.40% 0.35% 0.40% 0.47%
Total Annual Fund Operating Expenses(Gross)............... 0.65% 0.60% 0.60% 0.57%
Waiver.................................................... 0.20% 0.15% 0.10% 0.11%
Net Annual Fund Operating Expenses........................ 0.45% 0.45% 0.50% 0.46%
Class I
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)................... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date
of original purchase or the NAV on the date of the
redemption)........................................... None None
Annual Fund Operating Expenses:
Management fee............................................ 0.25% 0.10%
Distribution (Rule 12b-1 fee)............................. 0.00%
Other expenses............................................ 0.15% 0.22%
Total Annual Fund Operating Expenses(Gross)............... 0.40% 0.32%
Waiver.................................................... 0.15% 0.07%
Net Annual Fund Operating Expenses........................ 0.25% 0.25%
</TABLE>
A-27
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST WF
TREASURY PLUS TREASURY PLUS ADVANTAGE TREASURY PLUS
(SERV) (ADMIN) TREASURY PLUS INST MONEY MARKET
------------- --------------- --------------- ---------------------
<S> <C> <C> <C> <C>
Service/Admin
One Year.................................................. $ 46 $ 46 $ 51 $ 47
Three Year................................................ $ 144 $ 144 $ 160 $ 148
Five Year................................................. $ 252 $ 252 $ 280 $ 258
Ten Year.................................................. $ 567 $ 567 $ 628 $ 579
Class I
One Year.................................................. $ 26 $ 26
Three Year................................................ $ 80 $ 80
Five Year................................................. $ 141 $ 141
Ten Year.................................................. $ 318 $ 318
</TABLE>
A-28
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE WF
U.S. GOVERNMENT US GOVERNMENT GOVERNMENT
MONEY MARKET MONEY MARKET MONEY MARKET
----------------- ------------------- ---------------
<S> <C> <C> <C>
Class A
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the redemption)... None None
Annual Fund Operating Expenses:
Management fee.................................................... 0.25% 0.35%
Distribution (Rule 12b-1 fee)..................................... 0.05% 0.00%
Other expenses.................................................... 0.70% 0.45%
Total Annual Fund Operating Expenses(Gross)....................... 1.00% 0.80%
Waiver............................................................ 0.25% 0.05%
Net Annual Fund Operating Expenses................................ 0.75% 0.75%
Service Class
Shareholder Transaction Expenses:
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)........................... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the NAV on the date of
original purchase or the NAV on the date of the redemption)... None None
Annual Fund Operating Expenses:
Management fee.................................................... 0.14% 0.35%
Distribution (Rule 12b-1 fee)..................................... 0.00% 0.00%
Other expenses.................................................... 0.38% 0.20%
Total Annual Fund Operating Expenses(Gross)....................... 0.52% 0.55%
Waiver............................................................ 0.02% 0.05%
Net Annual Fund Operating Expenses................................ 0.50% 0.50%
</TABLE>
A-29
<PAGE>
EXHIBIT A--FEE TABLES (CONTINUED)
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that the
Fund has a 5% annual return and that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE WF
U.S. GOVERNMENT US GOVERNMENT GOVERNMENT
MONEY MARKET MONEY MARKET MONEY MARKET
----------------- ------------------- ---------------
<S> <C> <C> <C>
Class A
One Year.......................................................... $ 77 $ 77
Three Year........................................................ $ 240 $ 240
Five Year......................................................... $ 417 $ 417
Ten Year.......................................................... $ 930 $ 930
Class Service
One Year.......................................................... $ 51 $ 51
Three Year........................................................ $ 160 $ 160
Five Year......................................................... $ 280 $ 280
Ten Year.......................................................... $ 628 $ 628
</TABLE>
A-30
<PAGE>
EXHIBIT B--AGREEMENTS AND PLANS OF REORGANIZATION
STAGECOACH FUNDS, INC.
AGREEMENT AND
PLAN OF
REORGANIZATION
MARCH 25, 1999
B-1
<PAGE>
This AGREEMENT AND PLAN OF REORGANIZATION (the "PLAN") is made as of this 25th
day of March, 1999, by and between Wells Fargo Funds Trust ("FUNDS TRUST"), a
Delaware business trust, for itself and on behalf of its series listed in the
Acquiring Funds column below (each an "ACQUIRING FUND") and Stagecoach Funds,
Inc. ("STAGECOACH"), a Delaware business trust, for itself and on behalf of its
series listed in the Target Funds column below (each a "TARGET FUND").
<TABLE>
<CAPTION>
TARGET FUNDS ACQUIRING FUNDS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Asset Allocation Fund Asset Allocation Fund
Balanced Fund Asset Allocation Fund
Diversified Equity Income Fund Income Equity Fund
Equity Index Fund Equity Index Fund
Equity Value Fund Equity Value Fund
Growth Fund Growth Fund
International Equity Fund International Equity Fund
Index Allocation Fund Index Allocation Fund
Small Cap Fund Small Cap Fund
Strategic Growth Fund Small Cap Fund
Corporate Bond Fund Corporate Bond Fund
Short-Intermediate U.S. Government Income Fund Limited Term Government Income Fund
Strategic Income Fund Income Plus Fund
U.S. Government Allocation Fund Intermediate Government Income Fund
U.S. Government Income Fund Intermediate Government Income Fund
Variable Rate Government Fund Variable Rate Government Fund
Arizona Tax-Free Fund Arizona Tax-Free Fund
California Tax-Free Bond Fund California Tax-Free Bond Fund
California Tax-Free Income Fund California Tax-Free Income Fund
Oregon Tax-Free Fund Oregon Tax-Free Fund
National Tax-Free Fund National Tax-Free Fund
California Tax-Free Money Market Fund California Tax-Free Money Market Fund
California Tax-Free Money Market Trust California Tax-Free Money Market Trust
Prime Money Market Fund (Ad, Svc, Inst'l) Cash Investment Money Market Fund (Svc, Inst'l)
Prime Money Market Fund (A) Money Market Fund
Money Market Fund Money Market Fund
Money Market Trust Money Market Trust
National Tax-Free Money Market Fund (A) National Tax-Free Money Market Fund (A)
National Tax-Free Money Market Fund (Inst'l) National Tax-Free Institutional Money Market Fund
(Svc, Inst'l)
National Tax-Free Money Market Trust National Tax-Free Money Market Trust
Overland Express Sweep Fund Overland Express Sweep Fund
Treasury Plus Money Market Fund (A, E) Treasury Plus Institutional Money Market Fund (A)
Treasury Plus Money Market Fund (Ad, Svc, Inst'l) Treasury Plus Institutional Money Market Fund
(Svc, Inst'l)
Government Money Market Fund Government Money Market Fund
</TABLE>
WHEREAS, Funds Trust and Stagecoach are open-end management investment
companies registered with the Securities and Exchange Commission (the "SEC")
under the Investment Company Act of 1940, as amended (the "1940 ACT");
WHEREAS, the parties desire that each Acquiring Fund acquire the assets and
assume the liabilities of the Target Fund or, as appropriate, attributable to
the class or classes of shares of the Target Fund listed opposite the Acquiring
Fund ("CORRESPONDING TARGET") in exchange for shares of equal value of the
Acquiring Fund and the distribution of the shares of the Acquiring Fund to the
shareholders of the Corresponding Target in connection with the dissolution and
liquidation of the Corresponding Target (each transaction between an Acquiring
Fund and its Corresponding Target, a "REORGANIZATION"); and
B-2
<PAGE>
WHEREAS, the parties intend that each Reorganization except the Class
Reorganizations (as defined below) qualify as a "reorganization," within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and that each Acquiring Fund and its Corresponding Target be a "party
to a reorganization," within the meaning of Section 368(b) of the Code, with
respect to that Reorganization;
NOW, THEREFORE, in accordance with the mutual promises described herein, the
parties agree as follows:
1. DEFINITIONS.
The following terms shall have the following meanings:
<TABLE>
<CAPTION>
1933 ACT...................... The Securities Act of 1933, as amended.
<S> <C>
1934 ACT...................... The Securities Exchange Act of 1934, as amended.
ACTIVE REORGANIZATION......... Each Reorganization set forth in the Active Reorganization
Table on Schedule A.
ACQUIRING CLASS............... The class of an Acquiring Fund's shares that Funds Trust
will issue to the shareholders of the Corresponding Target
Class as set forth in the Corresponding Classes Table in
Schedule A.
ASSETS........................ All property and assets of any kind and all interests,
rights, privileges and powers of or attributable to a
Target, whether or not determinable at the Target's
Effective Time and wherever located. Assets include all
cash, cash equivalents, securities, claims (whether absolute
or contingent, Known or unknown, accrued or unaccrued or
conditional or unmatured), contract rights and receivables
(including dividend and interest receivables) owned by or
attributable to the Target and any deferred or prepaid
expense shown as an asset on the Target Fund's books and, in
the case of a Target that is part of a Class Reorganization,
attributable to the appropriate class or classes of Target
Fund shares.
ASSETS LIST................... A list of securities and other Assets and Known Liabilities
of or attributable to a Target and, if the Target invests in
one or more Portfolios, lists of the securities and other
Assets and Known Liabilities of those Portfolios, each as of
the date provided to Funds Trust.
CLASS REORGANIZATION.......... Each Reorganization set forth in the Class Reorganization
Table on Schedule A.
CLOSING DATE.................. September 18, 1999 for each Active Reorganization and
September 19, 1999 for each Shell Reorganization, or such
other date as the parties may agree to in writing with
respect to a Reorganization.
CORRESPONDING TARGET CLASS.... The Target share class set forth opposite an Acquiring Class
in the Corresponding Classes Table on Schedule A.
CORE TRUST.................... Core Trust (Delaware), a Delaware business trust.
EFFECTIVE TIME................ The business day following the Closing Date of a
Reorganization, or such other date as the parties may agree
to in writing.
FUND.......................... An Acquiring Fund or a Target Fund.
</TABLE>
B-3
<PAGE>
<TABLE>
<S> <C>
HSR ACT....................... The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
KNOW, KNOWN OR KNOWLEDGE...... Known after reasonable inquiry.
LIABILITIES................... All liabilities of or attributable to a Target existing at
Target's Effective Time , whether Known or unknown, accrued
or unaccrued, absolute or contingent or conditional or
unmatured.
N-14 REGISTRATION STATEMENT... The Registration Statement of Funds Trust on Form N-14 under
the 1940 Act that will register the shares of the Acquiring
Funds to be issued in the Active Reorganizations and will
include the proxy materials necessary for the shareholders
of the Corresponding Targets to approve the Active
Reorganizations.
MATERIAL AGREEMENTS........... The agreements set forth in Schedule B.
PORTFOLIO..................... A series of Core Trust, Schroder Core or Wells Core.
SCHEDULE 14A PROXY
STATEMENT.................... The proxy materials of Stagecoach on Schedule 14A under the
1934 Act that will seek approval of the Shell
Reorganizations by shareholders of the appropriate Target
Funds.
SCHEDULE A.................... Schedule A to this Plan.
SCHEDULE B.................... Schedule B to this Plan.
SCHEDULE C.................... Schedule C to this Plan.
SCHEDULE D.................... Schedule D to this Plan.
SCHEDULE E.................... Schedule E to this Plan.
SCHRODER CORE................. Schroder Capital Funds, a Delaware business trust.
SHELL REORGANIZATION.......... Each Reorganization set forth in the Shell Reorganization
Table on Schedule A.
TARGET........................ The Target Fund or the class or classes of the Target Fund
whose Assets and Liabilities an Acquiring Fund will acquire.
TARGET FINANCIAL STATEMENTS... The audited financial statements of each Target Fund for its
most recently completed fiscal year and, if applicable, the
unaudited financial statements of each Target Fund for its
most recently completed semi-annual period.
TRANSFER DOCUMENTS............ Such bills of sale, assignments, certificates and other
instruments of transfer as Funds Trust deems desirable to
transfer to an Acquiring Fund all right and title to and
interest in the Corresponding Target's Assets.
</TABLE>
B-4
<PAGE>
<TABLE>
<S> <C>
VALUATION TIME................ The time on a Reorganization's Closing Date, or such other
date as the parties may agree to in writing, that Funds
Trust determines the net asset value of the shares of the
Acquiring Fund and Stagecoach determines the net value of
the Assets of or attributable to the Corresponding Target.
Unless otherwise agreed to in writing, the Valuation Time of
a Reorganization shall be at the time of day then set forth
in the Acquiring Portfolio's and Target Portfolio's
Registration Statement on Form N-1A as the time of day at
which net asset value is calculated.
WELLS CORE.................... Wells Fargo Core Trust, a Delaware business trust.
</TABLE>
2. REGULATORY FILINGS AND SHAREHOLDER ACTION.
(a) Funds Trust shall promptly prepare and file the N-14 Registration
Statement with the SEC. Funds Trust also shall make any appropriate filings
including, without limitation, filings: (i) with state or foreign securities
regulatory authorities or (ii) under the HSR Act.
(b) Stagecoach shall promptly prepare and file the Schedule 14A Proxy
Statement with the SEC. Stagecoach also shall make any appropriate filings,
including, without limitation, filings under the HSR Act.
(c) The parties shall seek an order of the SEC, if appropriate, providing
them with any necessary relief from Section 17 of the 1940 Act to permit them to
consummate the transactions contemplated by this Plan.
(d) As soon as practicable after the effective dates of the N-14
Registration Statement and Schedule 14A Proxy Statement, Stagecoach shall hold
Target Fund shareholder meetings to consider and approve this Plan, the
Reorganizations and such other matters as the Board of Trustees of Stagecoach
may determine.
3. TRANSFER OF TARGET ASSETS. Stagecoach and Funds Trust shall take the
following steps with respect to each Reorganization:
(a) On or prior to the Closing Date, Stagecoach shall endeavor to pay or
make reasonable provision to pay out of the Target's Assets all of the
Liabilities, expenses, costs and charges of or attributable to the Target that
are Known to Stagecoach and that are due and payable as of the Closing Date.
(b) At the Effective Time, Stagecoach shall assign, transfer, deliver and
convey all of the Target's Assets to the Acquiring Fund, subject to all of the
Target's Liabilities. Funds Trust shall then accept the Target's Assets and
assume the Target's Liabilities such that at and after the Effective Time (i)
all of the Target's Assets at or after the Effective Time shall become and be
the Assets of the Acquiring Fund and (ii) all of the Target's Liabilities at the
Effective Time shall attach to the Acquiring Fund, enforceable against the
Acquiring Fund to the same extent as if initially incurred by the Acquiring
Fund.
(c) Within a reasonable time prior to the Closing Date, Stagecoach shall
provide the Target's Assets List to Funds Trust. The parties agree that the
Target Fund or any Portfolio in which the Target Fund invests may sell any asset
on the Assets List prior to the Target's Effective Time. After Stagecoach
provides the Assets List, the Target Fund will not, and Stagecoach will request
Core Trust or Schroder Core, as appropriate, to ensure that any Portfolio or
Portfolios in which the Target Fund invests do not, acquire any additional
securities or permit to exist any encumbrances, rights, restrictions or claims
not reflected on the Assets List, without the prior written approval of Funds
Trust. Within a reasonable time after receipt of the Assets List and prior to
the Closing Date, Funds Trust will advise Stagecoach in writing of any
investments shown on the Assets List that Funds Trust has determined to be
inconsistent with the investment objective, policies and restrictions of the
Acquiring Fund. Stagecoach will dispose of, or, if necessary, will request Core
Trust or Schroder Core, as appropriate, to dispose of, any such securities prior
to the Closing Date to
B-5
<PAGE>
the extent practicable and consistent with applicable legal requirements,
including the Target Fund's or any Portfolio's investment objectives, policies
and restrictions. In addition, if Funds Trust determines that, as a result of
the Reorganization, the Acquiring Fund would own an aggregate amount of an
investment that would exceed a percentage limitation applicable to the Acquiring
Fund, Funds Trust will advise Stagecoach in writing of any such limitation and
Stagecoach shall dispose of, or request Core Trust or Schroder Core to dispose
of, a sufficient amount of such investment as may be necessary to avoid the
limitation as of the Effective Time, to the extent practicable and consistent
with applicable legal requirements, including the Target Fund's or any
Portfolio's investment objectives, policies and restrictions.
(d) Stagecoach shall assign, transfer, deliver and convey the Target's
Assets to the Acquiring Fund at the Reorganization's Effective Time on the
following basis:
(1) In exchange for the transfer of the Assets, Funds Trust shall
simultaneously issue and deliver to the Target Fund full and fractional
shares of beneficial interest of each Acquiring Class. Funds Trust shall
determine the number of shares of each Acquiring Class to issue by dividing
the net value of the Assets attributable to the Corresponding Target Class
by the net asset value of one Acquiring Class share. Based on this
calculation, Funds Trust shall issue shares of beneficial interest of each
Acquiring Class with an aggregate net asset value equal to the net value of
the Assets of the Corresponding Target Class.
(2) The parties shall determine the net asset value of the Acquiring
Fund shares to be delivered, and the net value of the Assets to be conveyed,
as of the Valuation Time substantially in accordance with Funds Trust's
current valuation procedures. The parties shall make all computations to the
fourth decimal place or such other decimal place as the parties may agree to
in writing.
(3) Stagecoach shall transfer the Assets with good and marketable title
to the custodian for the account of the Acquiring Fund. Stagecoach shall
transfer all cash in the form of immediately available funds payable to the
order of the Funds Trust's custodian for the account of the Acquiring Fund.
Stagecoach shall transfer any Assets that were not transferred to Funds
Trust's custodian at the Effective Time to Funds Trust's custodian at the
earliest practicable date thereafter.
4. DISSOLUTION AND LIQUIDATION OF TARGET FUNDS, REGISTRATION OF SHARES AND
ACCESS TO RECORDS. Stagecoach and Funds Trust also shall take the following
steps for each Reorganization:
(a) At or as soon as reasonably practical after the Effective Time,
Stagecoach shall dissolve and liquidate the Target by transferring to
shareholders of record of each Corresponding Target Class full and fractional
shares of beneficial interest of the Acquiring Class equal in value to the
shares of the Corresponding Target Class held by the shareholder. Each
shareholder also shall have the right to receive any unpaid dividends or other
distributions that Stagecoach declared with respect to the shareholder's
Corresponding Target Class shares before the Effective Time. Funds Trust shall
record on its books the ownership by the shareholders of the respective
Acquiring Fund shares; Stagecoach shall simultaneously redeem and cancel on its
books all of the issued and outstanding shares of each Corresponding Target
Class. Funds Trust shall issue certificates representing the Acquiring Fund
shares in accordance with the then current Acquiring Fund prospectuses;
PROVIDED, HOWEVER, that Funds Trust shall not issue certificates representing
Acquiring Fund shares to replace certificates representing Target Fund shares
unless the Target Fund share certificates are first surrendered to Funds Trust.
If all classes of a Target Fund have been liquidated at the Reorganization's
Effective Time, Stagecoach shall wind up the affairs of the Target Fund and
shall take all steps as are necessary and proper to terminate the Target Fund as
soon as is reasonably possible after the Effective Time and in accordance with
all applicable laws and regulations. The winding-up of the affairs of the Target
Fund shall not cause the affairs of any other Target Fund to wind-up.
(b) If a former Target shareholder requests a change in the registration of
the shareholder's Acquiring Fund shares to a person other than the shareholder,
Funds Trust shall require the shareholder to (i) furnish Funds Trust an
instrument of transfer properly endorsed, accompanied by any required
B-6
<PAGE>
signature guarantees and otherwise in proper form for transfer; (ii) if any of
the shares are outstanding in certificated form, deliver to Funds Trust the
certificate representing such shares; and (iii) pay to the Acquiring Fund any
transfer or other taxes required by reason of such registration or establish to
the reasonable satisfaction of Funds Trust that such tax has been paid or does
not apply.
(c) At and after the Closing Date, Stagecoach shall provide Funds Trust and
its transfer agent with immediate access to: (i) all records containing the
names, addresses and taxpayer identification numbers of all of the Target
shareholders and the number and percentage ownership of the outstanding shares
of the Corresponding Target Classes owned by each shareholder as of the
Effective Time and (ii) all original documentation (including all applicable
Internal Revenue Service forms, certificates, certifications and correspondence)
relating to the Target shareholders' taxpayer identification numbers and their
liability for or exemption from back-up withholding. Stagecoach shall preserve
and maintain, or shall direct its service providers to preserve and maintain,
records with respect to the Target as required by Section 31 of and Rules 31a-1
and 31a-2 under the 1940 Act.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF STAGECOACH.
Stagecoach, on behalf of itself and, as appropriate, the Target Funds,
represents and warrants to, and agrees with, Funds Trust as follows:
(a) Stagecoach is a corporation duly created, validly existing and in good
standing under the laws of the State of Maryland. The Board of Directors of
Stagecoach duly established and designated each Target Fund as a series of
Stagecoach and each class of a Target Fund as a class of the Target Fund.
Stagecoach is registered with the SEC as an open-end management investment
company under the 1940 Act, and such registration is in full force and effect.
(b) Stagecoach has the power and all necessary federal, state and local
qualifications and authorizations to own all of its properties and Assets, to
carry on its business as now being conducted and described in its currently
effective Registration Statement on Form N-1A, to enter into this Plan and to
consummate the transactions contemplated herein.
(c) The Board of Directors of Stagecoach has duly authorized the execution
and delivery of the Plan and the transactions contemplated herein. Duly
authorized officers of Stagecoach have executed and delivered the Plan. The Plan
represents a valid and binding contract, enforceable in accordance with its
terms, subject as to enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium, and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles. The
execution and delivery of this Plan does not, and, subject to the approval of
shareholders referred to in Section 2, the consummation of the transactions
contemplated by this Plan will not, violate Stagecoach's Amended and Restated
Articles of Incorporation or By-Laws or any Material Agreement. Except for the
approval of Target Fund shareholders, Stagecoach does not need to take any other
action to authorize its officers to effectuate this Plan and the transactions
contemplated herein.
(d) Each Target Fund has qualified as a regulated investment company under
Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, in respect of each
taxable year since the commencement of its operations and qualifies and shall
continue to qualify as a regulated investment company for its taxable year
ending upon its liquidation.
(e) The materials included within the N-14 Registration Statement when filed
with the SEC, when Part A of the N-14 Registration Statement is distributed to
shareholders, at the time of the Target shareholder meetings for the Active
Reorganizations and at the Effective Time of each Active Reorganization, insofar
as they relate to Stagecoach, the Target and any Portfolio or Portfolios in
which the Target Fund invests: (i) shall comply in all material respects with
the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, the
rules and regulations thereunder and state securities laws and (ii) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein
not misleading.
B-7
<PAGE>
(f) The materials included within the Schedule 14A Proxy Statement when
filed with the SEC, when distributed to shareholders and at the time of the
Target shareholder meetings for the Shell Reorganizations, insofar as they
relate to Stagecoach, the Target and any Portfolio or Portfolios in which the
Target Fund invests: (i) shall comply in all material respects with the
applicable provisions of the 1934 Act and the 1940 Act, the rules and
regulations thereunder and state securities laws and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein not
misleading.
(g) Stagecoach has duly authorized and validly issued all of the issued and
outstanding shares of each Target Fund and all of the shares are validly
outstanding, fully paid and non-assessable, and were offered for sale and sold
in conformity with the registration requirements of all applicable federal and
state securities laws. There are no outstanding options, warrants or other
rights to subscribe for or purchase any Target Fund shares, nor are there any
securities convertible into Target Fund shares.
(h) Stagecoach shall operate the business of each Target Fund in the
ordinary course between the date hereof and the Fund's Effective Time or
Effective Times, it being agreed that such ordinary course of business will
include the transactions described in Subsection 4(c) and the declaration and
payment of customary dividends and distributions and any other dividends and
distributions deemed advisable in anticipation of the Fund's Reorganization or
Reorganizations.
(i) At a Target's Effective Time, the relevant Target Fund will have good
and marketable title to the Target's Assets and full right, power and authority
to assign, transfer, deliver and convey such Assets.
(j) The Target Financial Statements, copies of which have been previously
delivered to Funds Trust, fairly present the financial positions of each Target
Fund as of the Fund's most recent fiscal year-end and the results of the Fund's
operations and changes in the Fund's net Assets for the periods indicated. The
Target Financial Statements are in accordance with generally accepted accounting
principles consistently applied.
(k) To the Knowledge of Stagecoach, no Target Fund has any Liabilities,
whether or not determined or determinable, other than the Liabilities disclosed
or provided for in the Target Financial Statements, Liabilities incurred in the
ordinary course of business subsequent to the date of the Target Financial
Statements and Liabilities set forth on Schedule C.
(l) Other than the claims, actions, suits, investigations or proceedings set
forth on Schedule D, Stagecoach does not Know of any claims, actions, suits,
investigations or proceedings of any type pending or threatened against
Stagecoach or any Target Fund or its Assets or businesses. Stagecoach does not
Know of any facts that it currently has reason to believe are likely to form the
basis for the institution of any such claim, action, suit, investigation or
proceeding against Stagecoach or any Target Fund. For purposes of this
provision, investment underperformance or negative investment performance shall
not be deemed to constitute such facts, provided all required performance
disclosures have been made. Other than the orders, decrees or judgments set
forth on Schedule D, neither Stagecoach nor any Target Fund is a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body that adversely affects, or is reasonably likely to adversely
affect, its financial condition, results of operations, business, properties or
Assets or its ability to consummate the transactions contemplated by the Plan.
(m) Except for contracts, agreements, franchises, licenses or permits entered
into or granted in the ordinary course of its business, in each case under which
no material default exists, Stagecoach is not a party to or subject to any
material contract, debt instrument, employee benefit plan, lease, franchise,
license or permit of any kind or nature whatsoever on behalf of any Target Fund.
(n) Stagecoach has filed the federal income tax returns of each Target Fund,
copies of which have been previously delivered to Funds Trust, for all taxable
years to and including the Fund's most recent taxable year, and has paid all
taxes payable pursuant to such returns. No such return is currently under
B-8
<PAGE>
audit and no assessment has been asserted with respect to such returns.
Stagecoach will file the federal income tax returns of each Target Fund for its
next taxable year on or before their due date, as the same may be properly
extended.
(o) Since the date of the Target Financial Statements, there has been no
material adverse change in the financial condition, results of operations,
business, properties or Assets of any Target Fund. For all purposes under this
Plan, investment underperformance, negative investment performance and/or
investor redemptions shall not be considered material adverse changes, provided
all required performance disclosures have been made.
6. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF FUNDS TRUST.
Funds Trust, on behalf of itself and, as appropriate, the Acquiring Funds,
represents and warrants to, and agrees with Stagecoach as follows:
(a) Funds Trust is a business trust duly created, validly existing and in
good standing under the laws of the State of Delaware. The Board of Trustees of
Funds Trust duly established and designated each Acquiring Fund as a series of
Funds Trust and each Acquiring Class as a class of the Acquiring Fund. As of the
Closing Date, Funds Trust will be registered with the SEC as an open-end
management investment company under the 1940 Act.
(b) Funds Trust has the power and all necessary federal, state and local
qualifications and authorizations to own all of its properties and Assets, to
carry on its business as described in its Registration Statement on Form N-1A as
filed with the SEC, to enter into this Plan and to consummate the transactions
contemplated herein.
(c) The Board of Trustees of Funds Trust has duly authorized execution and
delivery of the Plan and the transactions contemplated herein. Duly authorized
officers of Funds Trust have executed and delivered the Plan. The Plan
represents a valid and binding contract, enforceable in accordance with its
terms, subject as to enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles. The
execution and delivery of this Plan does not, and the consummation of the
transactions contemplated by this Plan will not, violate the Declaration of
Trust of Funds Trust or any Material Agreement. Funds Trust does not need to
take any other action to authorize its officers to effectuate the Plan and the
transactions contemplated herein.
(d) Each Acquiring Fund shall qualify as a regulated investment company
under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of
its current taxable year.
(e) The N-14 Registration Statement, when filed with the SEC, when Part A of
the N-14 Registration Statement is distributed to shareholders, at the time of
the Target shareholder meetings for the Active Reorganizations and at the
Effective Time of each Active Reorganization, insofar as it relates to Norwest
Advantage Funds or any series of Norwest Advantage Funds, Funds Trust, the
Acquiring Funds, any Portfolios in which the Acquiring Funds will invest or the
Acquiring Classes: (i) shall comply in all material respects with the applicable
provisions of the 1933 Act, the 1934 Act and the 1940 Act, the rules and
regulations thereunder and state securities laws and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein not
misleading.
(f) The Schedule 14A Proxy Statement, when filed with the SEC, when
distributed to shareholders and at the time of the Target shareholder meetings
for the Shell Reorganizations, insofar as it relates to Norwest Advantage Funds
or any series of Norwest Advantage Funds, Funds Trust, the Acquiring Funds, any
Portfolios in which the Acquiring Funds will invest or the Acquiring Classes:
(i) shall comply in all material respects with the applicable provisions of the
1934 Act and the 1940 Act, the rules and regulations thereunder and state
securities laws and (ii) shall not contain any untrue statement of a material
fact or
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<PAGE>
omit to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading.
(g) There shall be no issued and outstanding shares of any Acquiring Fund
prior to the Fund's Closing Date other than those issued to in
order to commence the operations of Funds Trust. Funds Trust shall duly
authorize the Acquiring Fund shares to be issued and delivered to each
Corresponding Target as of the Target's Effective Time. When issued and
delivered, the Acquiring Fund shares shall be duly and validly issued, fully
paid and non-assessable, and no shareholder of any Acquiring Fund shall have any
preemptive right of subscription or purchase in respect of them. There are no
outstanding options, warrants or other rights to subscribe for or purchase any
Acquiring Fund shares, nor are there any securities convertible into Acquiring
Fund shares.
(h) Funds Trust has not commenced the operations of any Acquiring Fund.
Funds Trust shall not commence the operations of any Acquiring Fund prior to the
Fund's Effective Time.
(i) No Acquiring Fund has any Liabilities, whether or not determined or
determinable, other than the Liabilities set forth on Schedule C.
(j) Funds Trust does not Know of any claims, actions, suits, investigations
or proceedings of any type pending or threatened against Funds Trust or any
Acquiring Fund or its Assets or businesses. There are no facts that Funds Trust
currently has reason to believe are likely to form the basis for the institution
of any such claim, action, suit, investigation or proceeding against Funds Trust
or any Acquiring Fund. Neither Funds Trust nor any Acquiring Fund is a party to
or subject to the provisions of any order, decree or judgment of any court or
governmental body that adversely affects, or is reasonably likely to adversely
affect, its financial condition, results of operations, business, properties or
Assets or its ability to consummate the transactions contemplated herein.
(k) Except for contracts, agreements, franchises, licenses or permits
entered into or granted in the ordinary course of its business, in each case
under which no material default exists, Funds Trust is not a party to or subject
to any material contract, debt instrument, employee benefit plan, lease,
franchise, license or permit of any kind or nature whatsoever on behalf of any
Acquiring Fund.
(l) Funds Trust shall file the federal income tax returns of each Acquiring
Fund for the Fund's current taxable year on or before their due date, as the
same may be properly extended.
(m) Since March 10, 1999, there has been no material adverse change in the
financial condition, business, properties or Assets of any Acquiring Fund.
7. CONDITIONS TO STAGECOACH OBLIGATIONS. The obligations of Stagecoach
with respect to each Reorganization shall be subject to the following conditions
precedent:
(a) The Target's shareholders shall have approved the Reorganization in the
manner required by the Amended and Restated Trust Instrument of Stagecoach and
applicable law. If Target shareholders fail to approve the Reorganization, that
failure shall release Stagecoach of its obligations under this Plan only with
respect to that Reorganization and not any other Reorganization.
(b) All representations and warranties of Funds Trust made in this Plan that
apply to the Reorganization shall be true and correct in all material respects
as if made at and as of the Valuation Time and the Effective Time.
(c) Funds Trust shall have delivered to Stagecoach a certificate dated as of
the Closing Date and executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to
Stagecoach, stating that the representations and warranties of Funds Trust in
this Plan that apply to the Reorganization are true and correct at and as of the
Valuation Time and that it has approved the Target's Assets as being consistent
with its investment objectives, policies and restrictions and that the Target's
Assets may otherwise be lawfully acquired by the Acquiring Fund.
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<PAGE>
(d) Stagecoach shall have received an opinion of Morrison & Foerster LLP, as
counsel to Funds Trust, in form and substance reasonably satisfactory to
Stagecoach and dated as of the Closing Date, substantially to the effect that:
(1) Funds Trust is a business trust duly created, validly existing and
in good standing under the laws of the State of Delaware and is an open-end,
management investment company registered under the 1940 Act;
(2) the shares of the Acquiring Fund to be delivered as provided for by
this Plan are duly authorized and upon delivery will be validly issued,
fully paid and non-assessable by Funds Trust;
(3) the execution and delivery of this Plan did not, and the
consummation of the Reorganization will not, violate the Declaration of
Trust of Funds Trust or any Material Agreement to which Funds Trust is a
party or by which it is bound; and
(4) to the Knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by Funds Trust of the Reorganization, except those that
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the
rules and regulations under those Acts or that may be required under state
securities laws, the HSR Act or subsequent to the Effective Time or when the
failure to obtain the consent, approval, authorization or order would not
have a material adverse effect on the operation of the Acquiring Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "knowledge" and related terms to
mean the knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Funds Trust.
(e) Stagecoach shall have received an opinion of Richards, Layton & Finger,
as special counsel to Funds Trust, in form and substance reasonably satisfactory
to Stagecoach and dated as of the Closing Date, substantially to the effect that
this Plan has been duly authorized, executed and delivered by Funds Trust, and,
assuming due authorization, execution and delivery of this Plan by Stagecoach on
behalf of the Target, represents a legal, valid and binding contract,
enforceable in accordance with its terms, subject to the effect of bankruptcy,
insolvency, moratorium, fraudulent conveyance and transfer and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and further subject to the application of equitable principles
in any proceeding whether at law or in equity or with respect to the enforcement
of provisions of the Plan and the effect of judicial decisions which have held
that certain provisions are unenforceable when their enforcement would violate
an implied covenant of good faith and fair dealing or would be commercially
unreasonable or when default under the Plan is not material. In rendering such
opinion, such counsel may (i) make assumptions regarding the authenticity,
genuineness and/or conformity of documents and copies thereof without
independent verification thereof, (ii) limit such opinion to applicable federal
and state law, and (iii) rely on certificates of officers or trustees of Funds
Trust.
(f) Stagecoach shall have received an opinion of KPMG LLP addressed to
Stagecoach and Funds Trust in form and substance reasonably satisfactory to
them, and dated as of the Closing Date, with respect to the tax matters
specified in Subsection 8(g) or 8(h), as applicable.
(g) Stagecoach shall have received (i) a memorandum addressed to Stagecoach
and Funds Trust, in form and substance reasonably satisfactory to them, prepared
by Morrison & Foerster LLP, or another person agreed to in writing by the
parties, concerning compliance with each relevant jurisdiction's securities laws
in connection with Funds Trust's issuance of Acquiring Fund shares, and (ii)
assurance reasonably satisfactory to it that all necessary steps have been taken
under all relevant jurisdictions' securities laws to consummate the
Reorganization.
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<PAGE>
(h) The N-14 Registration Statement shall have become effective under the
1933 Act or the Schedule 14A Proxy Statement shall have become effective for
purposes of the 1940 Act, as appropriate, as to the Acquiring Fund's shares and,
if the Reorganization is an Active Reorganization, the SEC shall not have
instituted or, to the Knowledge of Funds Trust, contemplated instituting, any
stop order suspending the effectiveness of the N-14 Registration Statement.
(i) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, the
Reorganization.
(j) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the 1940 Act.
(k) Funds Trust shall have performed and complied in all material respects
with each of its agreements and covenants required by this Plan to be performed
or complied with by it prior to or at the Reorganization's Valuation Time and
Effective Time.
(l) Stagecoach shall have received from Funds Trust a duly executed
instrument whereby the Acquiring Fund assumes all of the Liabilities of or
attributable to the Target in the form set forth on Schedule F.
(m) If the Reorganization is an Active Reorganization, Stagecoach shall have
received a letter dated as of the Closing Date from KPMG LLP addressed to
Stagecoach and Funds Trust in form and substance reasonably satisfactory to them
to the effect that on the basis of limited procedures as agreed to by Stagecoach
and Funds Trust and described in such letter (but not an examination in
accordance with generally accepted auditing standards):
(1) nothing came to their attention that caused them to believe that the
relevant unaudited pro forma financial statements included in the N-14
Registration Statement do not comply as to form in all material respects
with the applicable accounting requirements of Rule 11-02 of Regulation S-X
or that the relevant pro forma adjustments have not properly been applied to
the historical amounts in the compilation of those amounts;
(2) the data used in the calculation of the current and pro forma
expense ratios of the Target Fund and the Acquiring Fund appearing in the
N-14 Registration Statement, including the proxy materials, agree with the
underlying accounting records of the Target Fund and the Acquiring Fund, as
appropriate, or with written estimates provided by officers of Stagecoach or
Funds Trust, as appropriate, having responsibility for financial and
reporting matters and were found to be mathematically correct; and
(3) the information relating to the Acquiring Fund and the Target Fund
appearing in the N-14 Registration Statement that is expressed in dollars or
percentages of dollars has been obtained from the accounting records of the
Acquiring Fund or the Target Fund, as appropriate, or from schedules
prepared by officers of Stagecoach or Funds Trust, as appropriate, having
responsibility for financial and reporting matters and such information is
in agreement with such records or schedules or with computations made
therefrom.
(n) If the Reorganization is a Shell Reorganization, Stagecoach shall have
received a letter dated as of the Closing Date from KPMG LLP addressed to
Stagecoach and Funds Trust in form and substance reasonably satisfactory to them
to the effect that on the basis of limited procedures as agreed to by Stagecoach
and Funds Trust and described in such letter (but not an examination in
accordance with generally accepted auditing standards):
(1) the data used in the calculation of any expense ratios of the Target
Fund and the Acquiring Fund appearing in the Schedule 14A Proxy Statement
agree with the underlying accounting records of
B-12
<PAGE>
the Target Fund and the Acquiring Fund, as appropriate, or with written
estimates provided by officers of Stagecoach or Funds Trust, as appropriate,
having responsibility for financial and reporting matters and were found to
be mathematically correct; and
(2) the information relating to the Acquiring Fund and the Target Fund
appearing in the Schedule 14A Proxy Statement that is expressed in dollars
or percentages of dollars has been obtained from the accounting records of
the Acquiring Fund or the Target Fund, as appropriate, or from schedules
prepared by officers of Stagecoach or Funds Trust, as appropriate, having
responsibility for financial and reporting matters and such information is
in agreement with such records or schedules or with computations made
therefrom.
(o) Neither party shall have terminated this Plan with respect to the
Reorganization pursuant to Section 11 of this Plan.
(p) The parties shall have received any necessary order of the SEC exempting
the parties from the prohibitions of Section 17 of the 1940 Act or any similar
relief necessary to permit the Reorganization.
(q) Stagecoach shall have received such assurances as it deems appropriate
from Wells Fargo Bank, N.A. regarding payment of the expenses incurred in
connection with the Reorganizations.
8. CONDITIONS TO FUNDS TRUST OBLIGATIONS. The obligations of Funds Trust
with respect to each Reorganization shall be subject to the following conditions
precedent:
(a) The Target's shareholders shall have approved the Reorganization in the
manner required by the Amended and Restated Trust Instrument of Stagecoach and
applicable law. If Target shareholders fail to approve the Reorganization, that
failure shall release Funds Trust of its obligations under this Plan only with
respect to that Reorganization, and not any other Reorganization.
(b) Stagecoach shall have obtained and delivered to Funds Trust a statement
of Assets and Liabilities of the Target Fund and of any Portfolio in which the
Target Fund invests, showing the tax costs of such Assets by lot and the holding
periods of such Assets, as of the Valuation Time, certified by the Treasurer or
Assistant Treasurer of Stagecoach, Core Trust or Schroder Core, as applicable,
as having been prepared in accordance with generally accepted accounting
principles consistently applied. The statement of Assets and Liabilities shall
indicate which Assets, if any, are or, after the Reorganization, will be subject
to any restrictions, legal or contractual, on disposition and which Assets, if
any, are not readily marketable. The statement of assets and liabilities also
shall indicate which portion of the Assets and Liabilities of the Target Fund
are attributable to the Target, if the Reorganization is a Class Reorganization.
(c) Stagecoach shall have duly executed and delivered the Target's Transfer
Documents to Funds Trust.
(d) All representations and warranties of Stagecoach made in this Plan that
apply to the Reorganization shall be true and correct in all material respects
as if made at and as of the Valuation Time and the Effective Time.
(e) Stagecoach shall have delivered to Funds Trust a certificate dated as of
the Closing Date and executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to Funds
Trust, stating that the representations and warranties of Stagecoach in this
Plan that apply to the Reorganization are true and correct at and as of the
Valuation Time.
(f) Funds Trust shall have received an opinion of Morrison & Foerster LLP,
as counsel to Stagecoach, in form and substance reasonably satisfactory to Funds
Trust and dated as of the Closing Date, substantially to the effect that:
(1) Stagecoach is a business trust duly created, validly existing and in
good standing under the laws of the State of Maryland and is an open-end,
management investment company registered under the 1940 Act;
B-13
<PAGE>
(2) this Plan and the Target's Transfer Documents have been duly
authorized, executed and delivered by Stagecoach and, assuming due
authorization, execution and delivery of this Plan by Funds Trust on behalf
of the Acquiring Fund, represent legal, valid and binding contracts,
enforceable in accordance with their terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and further subject to the application of
equitable principles in any proceeding, whether at law or in equity or with
respect to the enforcement of provisions of the Plan and the effect of
judicial decisions which have held that certain provisions are unenforceable
when their enforcement would violate an implied covenant of good faith and
fair dealing or would be commercially unreasonable or when default under the
Plan is not material;
(3) the execution and delivery of this Plan did not, and the
consummation of the Reorganization will not, violate the Amended and
Restated Articles of Incorporation or By-Laws of Stagecoach or any Material
Agreement to which Stagecoach is a party or by which it is bound;
(4) the only Target shareholder approval required with respect to the
Reorganization is the approval of the Reorganization by the shareholders of
the Target; and
(5) to the Knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by Stagecoach of the Reorganization, except those that
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the
rules and regulations under those Acts, or that may be required under state
securities laws, the HSR Act or subsequent to the Effective Time or when the
failure to obtain the consent, approval, authorization or order would not
have a material adverse effect on the operation of the Target Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "knowledge" and related terms to
mean the knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Stagecoach.
(g) Unless the Reorganization is a Class Reorganization, Funds Trust shall
have received an opinion of KPMG LLP addressed to Stagecoach and Funds Trust in
form and substance reasonably satisfactory to them, based upon representations
made in certificates provided by Stagecoach and Funds Trust, their affiliates
and/or principal shareholders and dated as of the Closing Date, substantially to
the effect that, for federal income tax purposes:
(1) the transfer to the Acquiring Fund by the Target Fund of all of its
Assets in exchange for shares of the Acquiring Fund, and the distribution of
the shares to the shareholders of the Target Fund, as provided in this Plan,
will constitute a reorganization within the meaning of Section 368(a) of the
Code and the Acquiring Fund and the Target Fund will each be a "party to a
reorganization," within the meaning of Section 368(b) of the Code, with
respect to this Plan;
(2) in accordance with Sections 361(a), 361(c)(1) and 357(a) of the
Code, the Target Fund will recognize no gain or loss as a result of such
transactions;
(3) in accordance with Section 1032(a) of the Code, the Acquiring Fund
will recognize no gain or loss as a result of such transactions;
(4) in accordance with Section 354(a)(1) of the Code, the shareholders
of the Target Fund will recognize no gain or loss on the distribution to
them by the Target Fund of shares of the Acquiring Fund in exchange for
their shares of the Target Fund;
B-14
<PAGE>
(5) in accordance with Section 358(a)(1) of the Code, the basis of the
Acquiring Fund shares received by each shareholder of the Target Fund will
be the same as the basis of the shareholder's Target Fund shares immediately
prior to the transactions;
(6) in accordance with Section 362(b) of the Code, the basis of the
Assets received by the Acquiring Fund will be the same as the basis of such
Assets in the hands of the Target Fund immediately prior to the
transactions;
(7) in accordance with Section 1223(l) of the Code, a shareholder's
holding period for the Acquiring Fund shares will be determined by including
the period for which the shareholder held the shares of the Target Fund
exchanged therefor, provided that the shareholder held such shares of the
Target Fund as a capital asset at the Effective Time;
(8) in accordance with Section 1223(2) of the Code, the holding period
of the Acquiring Fund with respect to the Assets will include the period for
which such Assets were held by the Target Fund; and
(9) in accordance with Section 381(a) of the Code, the Acquiring Fund
will succeed to the capital loss carryovers, if any, of the Target Fund, but
the use by the Acquiring Fund of any such capital loss carryovers may be
subject to limitation under Section 383 of the Code.
(h) If the Reorganization is a Class Reorganization, Funds Trust shall have
received an opinion of KPMG LLP addressed to Stagecoach and Funds Trust in form
and substance reasonably satisfactory to them, based upon representations made
in certificates provided by Stagecoach and Funds Trust, their affiliates and/or
principal shareholders and dated as of the Closing Date, substantially to the
effect that, for federal income tax purposes:
(1) the Class Reorganization will not constitute a reorganization within
the meaning of Section 368(a) of the Code;
(2) in accordance with Section 1032(a) of the Code, the Acquiring Fund
will recognize no gain or loss as a result of the Class Reorganization;
(3) the basis of the Acquiring Fund shares received by each shareholder
of the Target Fund will be the fair market value of those shares as of the
Valuation Time;
(4) the basis of the Assets received by the Acquiring Fund will be their
fair market value as of the Valuation Time;
(5) a shareholder's holding period for the Acquiring Fund shares
received in the Class Reorganization will begin on the day following the
Effective Time; and
(6) the holding period of the Acquiring Fund with respect to the Assets
received in the Class Reorganization will begin on the day following the
Effective Time.
(i) The Target's Assets shall include only Assets that Funds Trust has
determined to be in accordance with the Acquiring Fund's investment objective,
policies and restrictions and shall include no Assets which the Acquiring Fund
may not otherwise lawfully acquire. If the Assets include Assets that Funds
Trust determines not to be in accordance with the Acquiring Fund's investment
objective, policies and restrictions or to be Assets which the Acquiring Fund
may not otherwise lawfully acquire, that failure shall release Funds Trust of
its obligations under this Plan only with respect to that Reorganization and not
any other Reorganization.
(j) The N-14 Registration Statement shall have become effective under the
1933 Act or the Schedule 14A Proxy Statement shall have become effective for
purposes of the 1940 Act, as applicable, as to the Acquiring Fund's shares and,
if the Reorganization is an Active Reorganization, no stop order suspending
B-15
<PAGE>
the effectiveness of the N-14 Registration Statement shall have been instituted
or, to the Knowledge of Funds Trust, contemplated by the SEC.
(k) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain or
prohibit or obtain damages or other relief in connection with the
Reorganization.
(l) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the 1940 Act.
(m) Stagecoach shall have performed and complied in all material respects
with each of its agreements and covenants required by this Plan to be performed
or complied with by it prior to or at the Reorganization's Valuation Time and
Effective Time.
(n) Funds Trust shall have received a letter from KPMG LLP addressed to
Stagecoach and Funds Trust as described in Subsection 7(m) or 7(n), as
appropriate.
(o) If the Reorganization is an Active Reorganization, except to the extent
prohibited by Rule 19b-1 under the 1940 Act, the Target Fund shall have declared
a dividend or dividends that, together with all previous such dividends, shall
have the effect of distributing to the Target shareholders substantially all
investment company taxable income of or attributable to the Target earned prior
to the Closing Date and substantially all of its net capital gain of or
attributable to the Target realized prior to such date.
(p) Neither party shall have terminated this Plan with respect to the
Reorganization pursuant to Section 10 of this Plan.
(q) The parties shall have received any necessary order of the SEC exempting
the parties from the prohibitions of Section 17 of the 1940 Act or any similar
relief necessary to permit the Reorganization.
(r) Funds Trust shall have received such assurances as it deems appropriate
from Wells Fargo Bank, N.A. regarding payment of the expenses incurred in
connection with the Reorganizations.
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties hereto shall survive the completion of the
transactions contemplated herein.
10. TERMINATION OF PLAN. A majority of a party's Board of
Directors/Trustees may terminate this Plan with respect to any Acquiring Fund or
Target, as appropriate, at any time before the applicable Effective Time if: (i)
the party's conditions precedent set forth in Sections 7 or 8, as appropriate,
are not satisfied or (ii) the Board of Trustees determines that the consummation
of the applicable Reorganization is not in the best interests of shareholders
and gives notice to the other party. The termination of this Plan with respect
to an Acquiring Fund and its Corresponding Target shall not affect the survival
of the Plan with respect to any other Acquiring Fund or Target.
11. GOVERNING LAW. This Plan and the transactions contemplated hereby
shall be governed, construed and enforced in accordance with the laws of the
State of Delaware, except to the extent preempted by federal law, without regard
to other conflicts of law.
12. BROKERAGE FEES. Each party represents and warrants that there are no
brokers or finders entitled to receive any payments in connection with the
transactions provided for in the Plan.
13. AMENDMENTS. The parties may, by agreement in writing authorized by
their respective Boards of Trustees, amend this Plan with respect to any
Reorganization at any time before or after the Target's shareholders approve the
Reorganization. However, after a Target's shareholders approve a Reorganization,
the parties may not amend this Plan in a manner that materially alters the
obligations of either party with respect to that Reorganization. The parties
shall not deem this Section to preclude them from changing the Closing Date or
the Effective Time of a Reorganization by mutual agreement.
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<PAGE>
14. WAIVERS. At any time prior to the Closing Date, either party may by
written instrument signed by it (i) waive the effect of any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the agreements, covenants or conditions made for its
benefit contained herein. The parties agree that any waiver shall apply only to
the particular inaccuracy or requirement for compliance waived, and not any
other or future inaccuracy or lack of compliance.
15. INDEMNIFICATION OF DIRECTORS. Funds Trust agrees that it will assume
all liabilities and obligations of Stagecoach relating to any obligation of
Stagecoach to indemnify its current and former Trustees and officers, acting in
their capacities as such, to the fullest extent permitted by law and
Stagecoach's Amended and Restated Trust Instrument, as in effect as of the date
of this Plan. Funds Trust also agrees that all rights to indemnification and all
limitations of liability existing in favor of the current and former Trustees
and officers, acting in their capacities as such, under the Stagecoach Amended
and Restated Trust Instrument as in effect as of the date of this Plan shall
survive the Reorganizations and shall continue in full force and effect, without
any amendment thereto, and shall constitute rights which may be asserted against
Funds Trust, its successors and assigns.
16. COOPERATION AND FURTHER ASSURANCES. Each party will cooperate with the
other in fulfilling its obligations under this Plan and will provide such
information and documentation as is reasonably requested by the other in
carrying out this Plan's terms. Each party will provide such further assurances
concerning the performance of obligations under this Plan and the consummation
of the Reorganizations as the other shall deem necessary, advisable or
appropriate.
17. UPDATING OF N-14 REGISTRATION STATEMENT AND SCHEDULE 14A PROXY
STATEMENT. If at any time prior to the Target Fund shareholder meetings
referred to in Section 2, in the case of Shell Reorganizations, or the Effective
Time of a Reorganization, in the case of an Active Reorganization, a party
becomes aware of any material information that is not reflected in the Schedule
14A Proxy Statement or the N-14 Registration Statement, as appropriate, the
party discovering the information shall notify the other party and the parties
shall cooperate in promptly preparing, filing and clearing with the SEC and, if
appropriate, distributing to shareholders appropriate disclosure with respect to
the information.
18. LIMITATION ON LIABILITIES. The obligations of Stagecoach, Funds Trust
and each Fund shall not bind any of the Trustees, shareholders, nominees,
officers, agents, or employees of Stagecoach or Funds Trust personally, but
shall bind only the Assets and property of the Acquiring Funds and Target Funds.
The execution and delivery of this Plan by the parties' officers shall not be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the Assets and the property of
the Acquiring Funds or Target Funds, as appropriate.
19. TERMINATION OF STAGECOACH. If the parties complete every
Reorganization, Stagecoach shall terminate its registration under the 1940 Act
and dissolve.
B-17
<PAGE>
20. NOTICES. Any notice, report, statement, certificate or demand required
or permitted by any provision of this Plan shall be in writing and shall be
given by prepaid telegraph, telecopy, certified mail or overnight express
courier to:
For Stagecoach:
Elizabeth A. Gottfried
Wells Fargo Bank, N.A.
525 Market Street
San Francisco, CA 94163
With copies to:
Robert M. Kurucza
Marco E. Adelfio
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
For Funds Trust:
Richard H. Blank, Jr.
Wells Fargo Funds Trust
111 Center Street
Little Rock, AR 72201
With copies to:
Robert M. Kurucza
Marco E. Adelfio
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W., Suite 5500
Washington, D.C. 20006
21. GENERAL. This Plan supersedes all prior agreements between the parties
(written or oral), is intended as a complete and exclusive statement of the
terms of the agreement between the parties and may not be changed or terminated
orally. The parties may execute this Plan in counterparts, which shall be
considered one and the same agreement, and shall become effective when the
counterparts have been executed by and delivered to both parties. The headings
contained in this Plan are for reference only and shall not affect in any way
the meaning or interpretation of this Plan. Nothing in this Plan, expressed or
implied, confers upon any other person any rights or remedies under or by reason
of this Plan. Neither party may assign or transfer any right or obligation under
this Plan without written consent of the other party.
B-18
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers designated below to execute this Plan as of the date first written
above.
<TABLE>
<S> <C> <C> <C>
WELLS FARGO FUNDS TRUST
ATTEST:
By:
- -----------------------------------------
Name:
Title:
STAGECOACH
FUNDS,
INC.
ATTEST:
By:
- -----------------------------------------
Name:
Title:
<CAPTION>
ATTEST:
- ----------------------------------------- -----------------------------------------
Name: Name: Richard H. Blank, Jr.
Title: Title: SECRETARY
ATTEST:
- ----------------------------------------- -----------------------------------------
Name: Name: Richard H. Blank, Jr.
Title: Title: SECRETARY
</TABLE>
B-19
<PAGE>
SCHEDULE A
I. CORRESPONDING CLASSES TABLE:
<TABLE>
<CAPTION>
CORRESPONDING TARGET ACQUIRING FUND
CLASSES CLASSES
--------------------------- ---------------------
<S> <C> <C> <C>
Asset Allocation Fund Asset Allocation Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares
Balanced Fund Asset Allocation Fund
A Shares A Shares
B Shares B Shares
I Shares* C Shares
I Shares
Diversified Equity Income Fund Income Equity Fund
A Shares A Shares
B Shares B Shares
C Shares
I Shares
Equity Index Fund Equity Index Fund
A Shares A Shares
B Shares B Shares
O Shares O Shares
Equity Value Fund Equity Value Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
Growth Fund Growth Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
International Equity Fund International Equity Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares
Index Allocation Fund Index Allocation Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
Small Cap Fund Small Cap Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
</TABLE>
- --------------------------
* I shares are Institutional Class shares.
B-20
<PAGE>
<TABLE>
<CAPTION>
CORRESPONDING TARGET ACQUIRING FUND
CLASSES CLASSES
--------------------------- ---------------------
<S> <C> <C> <C>
Strategic Growth Fund Small Cap Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares
Corporate Bond Fund Corporate Bond Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
Short-Intermediate U.S. Government Income Fund Limited Term Government Income Value Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Strategic Income Fund Strategic Income Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
U.S. Government Allocation Fund Intermediate Government Income Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
U.S. Government Income Fund Intermediate Government Income Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
Variable Rate Government Fund Variable Rate Government Fund
A Shares A Shares
Arizona Tax-Free Fund Arizona Tax-Free Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
California Tax-Free Bond Fund California Tax-Free Bond Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
California Tax-Free Income Fund California Tax-Free Income Fund
A Shares A Shares
I Shares I Shares
Oregon Tax-Free Fund Oregon Tax-Free Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
National Tax-Free Fund National Tax-Free Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
California Tax-Free Money Market Fund California Tax-Free Money Market Fund
A Shares A Shares
Service Shares
</TABLE>
B-21
<PAGE>
<TABLE>
<CAPTION>
CORRESPONDING TARGET
CLASSES ACQUIRING FUND CLASSES
--------------------------- ------------------------
<S> <C> <C> <C>
California Tax-Free Money Market Trust California Tax-Free Money Market Trust
A Shares A Shares
Prime Money Market Fund Cash Investment Money Market Fund
Administrative Shares Administrative Shares
Service Shares Service Shares
I Shares I Shares
Prime Money Market Fund Money Market Fund
A Shares A Shares
Money Market Fund Money Market Fund
A Shares A Shares
S Shares B Shares
Money Market Trust Money Market Trust
A Shares A Shares
National Tax-Free Money Market Fund National Tax-Free Money Market Fund
A Shares A Shares
National Tax-Free Money Market Fund National Tax-Free Institutional Money Market Fund
I Shares I Shares
National Tax-Free Money Market Trust National Tax-Free Money Market Trust
Shares Shares
Overland Express Sweep Fund Overland Express Sweep Fund
Shares Shares
Treasury Plus Money Market Fund Treasury Plus Money Market Fund
A Shares A Shares
E Shares A Shares
Treasury Plus Money Market Fund Treasury Plus Institutional Money Market Fund
Administrative Shares Service Shares
Service Shares Service Shares
I Shares I Shares
Government Money Market Fund Government Money Market Fund
A Shares A Shares
</TABLE>
B-22
<PAGE>
II. ACTIVE REORGANIZATION TABLE:
<TABLE>
<CAPTION>
CORRESPONDING TARGETS ACQUIRING FUNDS
- --------------------------------------------------------- ---------------------------------------------------------
<S> <C>
Asset Allocation Fund Asset Allocation Fund
Balanced Fund Asset Allocation Fund
Growth Fund Income Equity Fund
Diversified Equity Income Fund Income Equity Fund
Small Cap Fund Small Cap Fund
Strategic Growth Fund Small Cap Fund
Short-Intermediate U.S. Government Income Fund Limited Term Government Income Fund
U.S. Government Allocation Fund Intermediate Government Income Fund
U.S. Government Income Fund Intermediate Government Income Fund
National Tax-Free Fund Tax-Free Income Fund
Prime Money Market Fund (Ad, Svc, I) Cash Investment Money Market Fund (Svc, I)
Prime Money Market Fund (A) Money Market Fund (A)
Money Market Fund (A, S) Money Market Fund (A, B)
National Tax-Free Money Market Fund (A) National Tax-Free Money Market Fund (A)
National Tax-Free Money Market Fund (I) National Tax-Free Institutional Money Market Fund (I)
Treasury Plus Money Market Fund (Ad, Svc, I) Treasury Plus Institutional Money Market Fund (Svc, I)
Government Money Market Fund Government Money Market Fund
</TABLE>
III. SHELL REORGANIZATION TABLE:
<TABLE>
<CAPTION>
TARGET FUNDS ACQUIRING FUNDS
- ------------------------------------------------------ ------------------------------------------------------
<S> <C>
Equity Index Fund Equity Index Fund
Equity Value Fund Equity Value Fund
International Equity Fund International Equity Fund
Index Allocation Fund Index Allocation Fund
Corporate Bond Fund Corporate Bond Fund
Strategic Income Fund Income Plus Fund
Variable Rate Government Fund Variable Rate Government Fund
Arizona Tax-Free Fund Arizona Tax-Free Fund
California Tax-Free Bond Fund California Tax-Free Bond Fund
California Tax-Free Income Fund California Tax-Free Income Fund
Oregon Tax-Free Fund Oregon Tax-Free Fund
California Tax-Free Money Market Fund California Tax-Free Money Market Fund
California Tax-Free Money Market Trust California Tax-Free Money Market Trust
Money Market Trust Money Market Trust
National Tax-Free Money Market Trust National Tax-Free Money Market Trust
Overland Express Sweep Fund Overland Express Sweep Fund
Treasury Plus Money Market Fund (A, E) Treasury Plus Money Market Fund (A)
</TABLE>
IV. CLASS REORGANIZATION TABLE:
<TABLE>
<CAPTION>
CORRESPONDING TARGET FUNDS ACQUIRING CLASSES
- ------------------------------------------------------ ------------------------------------------------------
<S> <C>
Prime Money Market Fund (Administrative) Prime Money Market Fund (Service)
Prime Money Market Fund (A) Money Market Fund (A)
Money Market Fund (S) Money Market Fund (B)
Treasury Plus Money Market Fund (Administrative) Treasury Plus Institutional Money Market Fund
(Service)
</TABLE>
B-23
<PAGE>
SCHEDULE B
MATERIAL AGREEMENTS
The following agreements shall be Material Agreements for Stagecoach:
Investment Advisory Agreement between Wells Fargo Bank, N.A. ("WELLS FARGO")
and Stagecoach dated July 28, 1998.
Investment Subadvisory Agreement between Wells Fargo and Wells Capital
Management, Inc. dated May 1, 1998.
Investment Subadvisory Agreement between Wells Fargo and Barclays Global
Fund Advisors dated April 28, 1996.
Distribution Agreement between Stephens Inc. and Stagecoach dated December
15, 1994, as amended February , 1999.
Custody Agreements between Wells Fargo and Stagecoach dated August 1, 1993,
as amended July 28, 1998.
Agency Agreement between Wells Fargo and Stagecoach dated August 1, 1993.
Administration Agreement between Wells Fargo and Stagecoach dated March 25,
1999.
Fund Accounting Agreement between Wells Fargo and Stagecoach on behalf of
the Equity Index, Asset Allocation, Index Allocation, International Equity and
U.S. Government Allocation Funds dated June 1, 1997, as amended July 28, 1998.
Distribution Plan of Stagecoach (permitting reimbursement only) dated July
28, 1998.
Distribution Plan of Stagecoach (permitting compensation and reimbursement)
dated July 28, 1998.
Distribution Plan (defensive) of Stagecoach dated July 28, 1998.
Multiclass (Rule 18f-3) Plan of Stagecoach dated May 1, 1995, as amended
July 28, 1998.
Shareholder Servicing Plan (and Form of Shareholder Servicing Agreement) for
Stagecoach dated April 30, 1998.
The following agreements shall be Material Agreements for Funds Trust:
[Agreements to be inserted]
B-24
<PAGE>
SCHEDULE C
Liabilities of Stagecoach:
Liabilities of Target Funds:
Liabilities of Funds Trust:
Liabilities of Acquiring Funds:
B-25
<PAGE>
SCHEDULE D
I. Claims, actions, suits, investigations or proceedings pending or threatened
against Stagecoach or any Target Fund or its Assets or businesses:
[VARIABLE RATE GOVERNMENT FUND OPT-OUTS CLAIM?]
II. Orders, decrees or judgments to which Stagecoach or a Target Fund is a party
that adversely affect, or are reasonably likely to adversely affect,
Stagecoach's or the Target Fund's financial condition, results of operations,
business, properties or Assets or ability to consummate the transactions
contemplated by the Plan:
NONE.
B-26
<PAGE>
SCHEDULE E
FORM OF LIABILITY ASSUMPTION INSTRUMENT
ACKNOWLEDGEMENT OF RECEIPT OF ASSETS
AND STATEMENT OF ASSUMPTION OF LIABILITIES
For purposes of this document, the terms "ASSETS" and "LIABILITIES" shall
have the meanings given them in the Agreement and Plan of Reorganization dated
March 25, 1999 by and between Wells Fargo Funds Trust ("FUNDS TRUST"), for
itself and on behalf of certain of its series, and Stagecoach Funds, Inc.
("STAGECOACH"), for itself and on behalf of certain of its series.
Funds Trust, on behalf of (the "FUND"), acknowledges
receipt, as of [p.m.], Eastern time, on September , 1999 (the
"EFFECTIVE TIME"), of the Assets [of][attributable to]
(the "TARGET"). In addition, Funds Trust, on behalf of
the Portfolio, assumes, as of the Effective Time, all the Liabilities of the
Target at the Effective Time.
WELLS FARGO FUNDS TRUST
By:
--------------------------------------
Name:
Title:
B-27
<PAGE>
NORWEST ADVANTAGE FUNDS
FORM OF
AGREEMENT AND
PLAN OF
REORGANIZATION
MARCH 25, 1999
B-28
<PAGE>
This AGREEMENT AND PLAN OF REORGANIZATION (the "PLAN") is made as of this 25th
day of March, 1999, by and between Wells Fargo Funds Trust ("NEWTRUST"), a
Delaware business trust, for itself and on behalf of its series listed in the
Acquiring Funds column below (each an "ACQUIRING FUND") and Norwest Advantage
Funds ("NORWEST TRUST"), a Delaware business trust, for itself and on behalf of
its series listed in the Target Funds column below (each a "TARGET FUND").
<TABLE>
<CAPTION>
ACQUIRING FUNDS TARGET FUNDS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Diversified Equity Fund Diversified Equity Fund
Disciplined Growth Fund Performa Disciplined Growth Fund
Diversified Small Cap Fund Diversified Small Cap Fund
Growth Equity Fund Growth Equity Fund
Growth Fund Valugrowth Stock Fund
Small Cap Fund Small Company Stock Fund
Income Equity Fund Income Equity Fund
Index Fund Index Fund
International Fund International Fund
Large Company Growth Fund Large Company Growth Fund
Small Cap Opportunities Fund Small Cap Opportunities Fund
Small Cap Value Fund Performa Small Cap Value Fund
Small Company Growth Fund Small Company Growth Fund
Wealthbuilder II Growth Portfolio Wealthbuilder II Growth Portfolio
Wealthbuilder II Growth and Income Portfolio Wealthbuilder II Growth and Income Portfolio
Aggressive Balanced-Equity Fund Aggressive Balanced-Equity Fund
Growth Balanced Fund Growth Balanced Fund
Moderate Balanced Fund Moderate Balanced Fund
Wealthbuilder II Growth Balanced Portfolio Wealthbuilder II Growth Balanced Portfolio
Diversified Bond Fund Diversified Bond Fund
Limited-Term Government Income Fund Limited-Term Government Income Fund
Intermediate Government Income Fund Intermediate Government Income Fund
Stable Income Fund Stable Income Fund
Income Plus Fund Strategic Income Fund
Income Fund Income Fund
Income Fund Performa Strategic Value Bond Fund
Income Fund Total Return Bond Fund
Tax-Free Income Fund Tax-Free Income Fund
Colorado Tax-Free Fund Colorado Tax-Free Fund
Limited Term Tax-Free Fund Limited Term Tax-Free Fund
Minnesota Intermediate Tax-Free Fund Minnesota Intermediate Tax-Free Fund
Minnesota Tax-Free Fund Minnesota Tax-Free Fund
Money Market Fund Investor Shares and Exchange Shares of Ready Cash
Investment Fund
Prime Investment Money Market Fund Public Entities Shares of Ready Cash Investment Fund
National Tax-Free Money Market Fund (Class A) Investor Shares of Municipal Money Market Fund
National Tax-Free Institutional Money Market Fund Institutional Shares of Municipal Money Market Fund
Treasury Plus Money Market Fund Treasury Plus Fund
100% Treasury Money Market Fund Treasury Fund
Government Money Market Fund U.S. Government Fund
Cash Investment Money Market Fund Cash Investment Fund
</TABLE>
WHEREAS, Newtrust and Norwest Trust are open-end management investment
companies registered with the Securities and Exchange Commission (the "SEC")
under the Investment Company Act of 1940, as amended (the "1940 ACT");
WHEREAS, the parties desire that each Acquiring Fund acquire the assets and
assume the liabilities of the Target Fund or, as appropriate, attributable to
the class or classes of shares of the Target Fund listed opposite the Acquiring
Fund ("CORRESPONDING TARGET") in exchange for shares of equal value of the
B-29
<PAGE>
Acquiring Fund and the distribution of the shares of the Acquiring Fund to the
shareholders of the Corresponding Target in connection with the dissolution and
liquidation of the Corresponding Target (each transaction between an Acquiring
Fund and its Corresponding Target, a "REORGANIZATION"); and
WHEREAS, the parties intend that each Reorganization except the Class
Reorganizations (as defined below) qualify as a "REORGANIZATION,"within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"CODE"), and that each Acquiring Fund and its Corresponding Target be a "party
to a reorganization," within the meaning of Section 368(b) of the Code, with
respect to that Reorganization;
NOW, THEREFORE, in accordance with the mutual promises described herein, the
parties agree as follows:
1. DEFINITIONS.
The following terms shall have the following meanings:
<TABLE>
<CAPTION>
1933 ACT...................... The Securities Act of 1933, as amended.
<S> <C>
1934 ACT...................... The Securities Exchange Act of 1934, as amended.
ACTIVE REORGANIZATION......... Each Reorganization set forth in the Active Reorganization
Table on Schedule A.
ACQUIRING CLASS............... The class of an Acquiring Fund's shares that Newtrust will
issue to the shareholders of the Corresponding Target Class
as set forth in the Corresponding Classes Table in Schedule
A.
ASSETS........................ All property and assets of any kind and all interests,
rights, privileges and powers of or attributable to a
Target, whether or not determinable at the Target's
Effective Time and wherever located. Assets include all
cash, cash equivalents, securities, claims (whether absolute
or contingent, Known or unknown, accrued or unaccrued or
conditional or unmatured), contract rights and receivables
(including dividend and interest receivables) owned by or
attributable to the Target and any deferred or prepaid
expense shown as an asset on the Target Fund's books and, in
the case of a Target that is part of a Class Reorganization,
attributable to the appropriate class or classes of Target
Fund shares.
ASSETS LIST................... A list of securities and other Assets and Known Liabilities
of or attributable to a Target and, if the Target invests in
one or more Portfolios, lists of the securities and other
Assets and Known Liabilities of those Portfolios, each as of
the date provided to Newtrust.
CLASS REORGANIZATION.......... Each Reorganization set forth in the Class Reorganization
Table on Schedule A.
CLOSING DATE.................. [September 18, 1999 for each Active Reorganization and the
Reorganization of Public Entities Shares of Ready Cash
Investment Fund and Prime Investment Money Market Fund and
September 19, 1999 for each Shell Reorganization other than
the Reorganization of Public Entities Shares of Ready Cash
Investment Fund and Prime Investment Money Market Fund], or
such other date as the parties may agree to in writing with
respect to a Reorganization.
</TABLE>
B-30
<PAGE>
<TABLE>
<S> <C>
CORRESPONDING TARGET CLASS.... The Target share class set forth opposite an Acquiring Class
in the Corresponding Classes Table on Schedule A.
CORE TRUST.................... Core Trust (Delaware), a Delaware business trust.
EFFECTIVE TIME................ The business day following the Closing Date of a
Reorganization, or such other date as the parties may agree
to in writing.
FUND.......................... An Acquiring Fund or a Target Fund.
HSR ACT....................... The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
KNOW, KNOWN OR KNOWLEDGE...... Known after reasonable inquiry.
LIABILITIES................... All liabilities of or attributable to a Target existing at
Target's Effective Time , whether Known or unknown, accrued
or unaccrued, absolute or contingent or conditional or
unmatured.
N-14 REGISTRATION STATEMENT... The Registration Statement of Newtrust on Form N-14 under
the 1940 Act that will register the shares of the Acquiring
Funds to be issued in the Active Reorganizations and will
include the proxy materials necessary for the shareholders
of the Corresponding Targets to approve the Active
Reorganizations.
MATERIAL AGREEMENTS........... The agreements set forth in Schedule B.
PORTFOLIO..................... A series of Core Trust, Schroder Core or Wells Core.
SCHEDULE 14A PROXY The proxy materials of Norwest Trust on Schedule 14A under
STATEMENT.................... the 1934 Act that will seek approval of the Shell
Reorganizations by shareholders of the appropriate Target
Funds.
SCHEDULE A.................... Schedule A to this Plan.
SCHEDULE B.................... Schedule B to this Plan.
SCHEDULE C.................... Schedule C to this Plan.
SCHEDULE D.................... Schedule D to this Plan.
SCHEDULE E.................... Schedule E to this Plan.
SCHEDULE F.................... Schedule F to this Plan.
SCHRODER CORE................. Schroder Capital Funds, a Delaware business trust.
SHELL REORGANIZATION.......... Each Reorganization set forth in the Shell Reorganization
Table on Schedule A.
TARGET........................ The Target Fund or the class or classes of the Target Fund
whose Assets and Liabilities an Acquiring Fund will acquire.
TARGET FINANCIAL STATEMENTS... The audited financial statements of each Target Fund for its
most recently completed fiscal year and, if applicable, the
unaudited financial statements of each Target Fund for its
most recently completed semi-annual period.
</TABLE>
B-31
<PAGE>
<TABLE>
<S> <C>
TRANSFER DOCUMENTS............ Such bills of sale, assignments, certificates and other
instruments of transfer as Newtrust deems desirable to
transfer to an Acquiring Fund all right and title to and
interest in the Corresponding Target's Assets.
VALUATION TIME................ The time on a Reorganization's Closing Date, or such other
date as the parties may agree to in writing, that Newtrust
determines the net asset value of the shares of the
Acquiring Fund and Norwest Trust determines the net value of
the Assets of or attributable to the Corresponding Target.
Unless otherwise agreed to in writing, the Valuation Time of
a Reorganization shall be at the time of day then set forth
in the Acquiring Portfolio's and Target Portfolio's
Registration Statement on Form N-1A as the time of day at
which net asset value is calculated.
WELLS CORE.................... Wells Fargo Core Trust, a Delaware business trust.
</TABLE>
2. REGULATORY FILINGS AND SHAREHOLDER ACTION.
(a) Newtrust shall promptly prepare and file the N-14 Registration Statement
with the SEC. Newtrust also shall make any appropriate filings including,
without limitation, filings: (i) with state or foreign securities regulatory
authorities or (ii) under the HSR Act.
(b) Norwest Trust shall promptly prepare and file the Schedule 14A Proxy
Statement with the SEC. Norwest Trust also shall make any appropriate filings,
including, without limitation, filings under the HSR Act.
(c) The parties shall seek an order of the SEC, if appropriate, providing
them with any necessary relief from Section 17 of the 1940 Act to permit them to
consummate the transactions contemplated by this Plan.
(d) As soon as practicable after the effective dates of the N-14
Registration Statement and Schedule 14A Proxy Statement, Norwest Trust shall
hold Target Fund shareholder meetings to consider and approve this Plan, the
Reorganizations and such other matters as the Board of Trustees of Norwest Trust
may determine.
3. REDEMPTION FROM PORTFOLIOS. Norwest Trust shall redeem the interests of
Small Company Stock Fund, Small Cap Opportunities Fund, Total Return Bond Fund,
Performa Strategic Value Bond Fund, Ready Cash Investment Fund and Cash
Investment Fund in Portfolios at or before the applicable Closing Dates.
4. TRANSFER OF TARGET ASSETS. Norwest Trust and Newtrust shall take the
following steps with respect to each Reorganization:
(a) On or prior to the Closing Date, Norwest Trust shall endeavor to pay or
make reasonable provision to pay out of the Target's Assets all of the
Liabilities, expenses, costs and charges of or attributable to the Target that
are Known to Norwest Trust and that are due and payable as of the Closing Date.
(b) At the Effective Time, Norwest Trust shall assign, transfer, deliver and
convey all of the Target's Assets to the Acquiring Fund, subject to all of the
Target's Liabilities. Newtrust shall then accept the Target's Assets and assume
the Target's Liabilities such that at and after the Effective Time (i) all of
the Target's Assets at or after the Effective Time shall become and be the
Assets of the Acquiring Fund and (ii) all of the Target's Liabilities at the
Effective Time shall attach to the Acquiring Fund, enforceable against the
Acquiring Fund to the same extent as if initially incurred by the Acquiring
Fund.
B-32
<PAGE>
(c) Within a reasonable time prior to the Closing Date, Norwest Trust shall
provide the Target's Assets List to Newtrust. The parties agree that the Target
Fund or any Portfolio in which the Target Fund invests may sell any asset on the
Assets List prior to the Target's Effective Time. After Norwest Trust provides
the Assets List, the Target Fund will not, and Norwest Trust will request Core
Trust or Schroder Core, as appropriate, to ensure that any Portfolio or
Portfolios in which the Target Fund invests do not, acquire any additional
securities or permit to exist any encumbrances, rights, restrictions or claims
not reflected on the Assets List, without the prior written approval of
Newtrust. Within a reasonable time after receipt of the Assets List and prior to
the Closing Date, Newtrust will advise Norwest Trust in writing of any
investments shown on the Assets List that Newtrust has determined to be
inconsistent with the investment objective, policies and restrictions of the
Acquiring Fund. Norwest Trust will dispose of, or, if necessary, will request
Core Trust or Schroder Core, as appropriate, to dispose of, any such securities
prior to the Closing Date to the extent practicable and consistent with
applicable legal requirements, including the Target Fund's or any Portfolio's
investment objectives, policies and restrictions. In addition, if Newtrust
determines that, as a result of the Reorganization, the Acquiring Fund would own
an aggregate amount of an investment that would exceed a percentage limitation
applicable to the Acquiring Fund, Newtrust will advise Norwest Trust in writing
of any such limitation and Norwest Trust shall dispose of, or request Core Trust
or Schroder Core to dispose of, a sufficient amount of such investment as may be
necessary to avoid the limitation as of the Effective Time, to the extent
practicable and consistent with applicable legal requirements, including the
Target Fund's or any Portfolio's investment objectives, policies and
restrictions.
(d) Norwest Trust shall assign, transfer, deliver and convey the Target's
Assets to the Acquiring Fund at the Reorganization's Effective Time on the
following basis:
(1) In exchange for the transfer of the Assets, Newtrust shall
simultaneously issue and deliver to the Target Fund full and fractional
shares of beneficial interest of each Acquiring Class. Newtrust shall
determine the number of shares of each Acquiring Class to issue by dividing
the net value of the Assets attributable to the Corresponding Target Class
by the net asset value of one Acquiring Class share. Based on this
calculation, Newtrust shall issue shares of beneficial interest of each
Acquiring Class with an aggregate net asset value equal to the net value of
the Assets of the Corresponding Target Class.
(2) The parties shall determine the net asset value of the Acquiring
Fund shares to be delivered, and the net value of the Assets to be conveyed,
as of the Valuation Time substantially in accordance with Newtrust's current
valuation procedures. The parties shall make all computations to the fourth
decimal place or such other decimal place as the parties may agree to in
writing.
(3) Norwest Trust shall transfer the Assets with good and marketable
title to the custodian for the account of the Acquiring Fund. Norwest Trust
shall transfer all cash in the form of immediately available funds payable
to the order of the Newtrust's custodian for the account of the Acquiring
Fund. Norwest Trust shall transfer any Assets that were not transferred to
Newtrust's custodian at the Effective Time to Newtrust's custodian at the
earliest practicable date thereafter.
5. DISSOLUTION AND LIQUIDATION OF TARGET FUNDS, REGISTRATION OF SHARES AND
ACCESS TO RECORDS. Norwest Trust and Newtrust also shall take the following
steps for each Reorganization:
(a) At or as soon as reasonably practical after the Effective Time, Norwest
Trust shall dissolve and liquidate the Target by transferring to shareholders of
record of each Corresponding Target Class full and fractional shares of
beneficial interest of the Acquiring Class equal in value to the shares of the
Corresponding Target Class held by the shareholder. Each shareholder also shall
have the right to receive any unpaid dividends or other distributions that
Norwest Trust declared with respect to the shareholder's Corresponding Target
Class shares before the Effective Time. Newtrust shall record on its books the
ownership by the shareholders of the respective Acquiring Fund shares; Norwest
Trust shall simultaneously redeem and cancel on its books all of the issued and
outstanding shares of each Corresponding Target Class. Newtrust shall issue
certificates representing the Acquiring Fund shares in accordance with the then
B-33
<PAGE>
current Acquiring Fund prospectuses; provided, however, that Newtrust shall not
issue certificates representing Acquiring Fund shares to replace certificates
representing Target Fund shares unless the Target Fund share certificates are
first surrendered to Newtrust. If all classes of a Target Fund have been
liquidated at the Reorganization's Effective Time, Norwest Trust shall wind up
the affairs of the Target Fund and shall take all steps as are necessary and
proper to terminate the Target Fund as soon as is reasonably possible after the
Effective Time and in accordance with all applicable laws and regulations. The
winding-up of the affairs of the Target Fund shall not cause the affairs of any
other Target Fund to wind-up.
(b) If a former Target shareholder requests a change in the registration of
the shareholder's Acquiring Fund shares to a person other than the shareholder,
Newtrust shall require the shareholder to (i) furnish Newtrust an instrument of
transfer properly endorsed, accompanied by any required signature guarantees and
otherwise in proper form for transfer; (ii) if any of the shares are outstanding
in certificated form, deliver to Newtrust the certificate representing such
shares; and (iii) pay to the Acquiring Fund any transfer or other taxes required
by reason of such registration or establish to the reasonable satisfaction of
Newtrust that such tax has been paid or does not apply.
(c) At and after the Closing Date, Norwest Trust shall provide Newtrust and
its transfer agent with immediate access to: (i) all records containing the
names, addresses and taxpayer identification numbers of all of the Target
shareholders and the number and percentage ownership of the outstanding shares
of the Corresponding Target Classes owned by each shareholder as of the
Effective Time and (ii) all original documentation (including all applicable
Internal Revenue Service forms, certificates, certifications and correspondence)
relating to the Target shareholders' taxpayer identification numbers and their
liability for or exemption from back-up withholding. Norwest Trust shall
preserve and maintain, or shall direct its service providers to preserve and
maintain, records with respect to the Target as required by Section 31 of and
Rules 31a-1 and 31a-2 under the 1940 Act.
6. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF NORWEST
TRUST. Norwest Trust, on behalf of itself and, as appropriate, the Target
Funds, represents and warrants to, and agrees with, Newtrust as follows:
(a) Norwest Trust is a business trust dulycreated, validly existing and in
good standing under the laws of the State of Delaware. The Board of Trustees of
Norwest Trust duly established and designated each Target Fund as a series of
Norwest Trust and each class of a Target Fund as a class of the Target Fund.
Norwest Trust is registered with the SEC as an open-end management investment
company under the 1940 Act, and such registration is in full force and effect.
(b) Norwest Trust has the power and all necessary federal, state and local
qualifications and authorizations to own all of its properties and Assets, to
carry on its business as now being conducted and described in its currently
effective Registration Statement on Form N-1A, to enter into this Plan and to
consummate the transactions contemplated herein.
(c) The Board of Trustees of Norwest Trust has duly authorized the execution
and delivery of the Plan and the transactions contemplated herein. Duly
authorized officers of Norwest Trust have executed and delivered the Plan. The
Plan represents a valid and binding contract, enforceable in accordance with its
terms, subject as to enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium, and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles. The
execution and delivery of this Plan does not, and, subject to the approval of
shareholders referred to in Section 2, the consummation of the transactions
contemplated by this Plan will not, violate Norwest Trust's Amended and Restated
Trust Instrument or By-Laws or any Material Agreement. Except for the approval
of Target Fund shareholders, Norwest Trust does not need to take any other
action to authorize its officers to effectuate this Plan and the transactions
contemplated herein.
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<PAGE>
(d) Each Target Fund has qualified as a regulated investment company under
Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, in respect of each
taxable year since the commencement of its operations and qualifies and shall
continue to qualify as a regulated investment company for its taxable year
ending upon its liquidation.
(e) The materials included within the N-14 Registration Statement when filed
with the SEC, when Part A of the N-14 Registration Statement is distributed to
shareholders, at the time of the Target shareholder meetings for the Active
Reorganizations and at the Effective Time of each Active Reorganization, insofar
as they relate to Norwest Trust, the Target and any Portfolio or Portfolios in
which the Target Fund invests: (i) shall comply in all material respects with
the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, the
rules and regulations thereunder and state securities laws and (ii) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein
not misleading.
(f) The materials included within the Schedule 14A Proxy Statement when
filed with the SEC, when distributed to shareholders and at the time of the
Target shareholder meetings for the Shell Reorganizations, insofar as they
relate to Norwest Trust, the Target and any Portfolio or Portfolios in which the
Target Fund invests: (i) shall comply in all material respects with the
applicable provisions of the 1934 Act and the 1940 Act, the rules and
regulations thereunder and state securities laws and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein not
misleading.
(g) Norwest Trust has duly authorized and validly issued all of the issued
and outstanding shares of each Target Fund and all of the shares are validly
outstanding, fully paid and non-assessable, and were offered for sale and sold
in conformity with the registration requirements of all applicable federal and
state securities laws. There are no outstanding options, warrants or other
rights to subscribe for or purchase any Target Fund shares, nor are there any
securities convertible into Target Fund shares.
(h) Norwest Trust shall operate the business of each Target Fund in the
ordinary course between the date hereof and the Fund's Effective Time or
Effective Times, it being agreed that such ordinary course of business will
include the transactions described in Subsection 4(c) and the declaration and
payment of customary dividends and distributions and any other dividends and
distributions deemed advisable in anticipation of the Fund's Reorganization or
Reorganizations.
(i) At a Target's Effective Time, the relevant Target Fund will have good
and marketable title to the Target's Assets and full right, power and authority
to assign, transfer, deliver and convey such Assets.
(j) The Target Financial Statements, copies of which have been previously
delivered to Newtrust, fairly present the financial positions of each Target
Fund as of the Fund's most recent fiscal year-end and the results of the Fund's
operations and changes in the Fund's net Assets for the periods indicated. The
Target Financial Statements are in accordance with generally accepted accounting
principles consistently applied.
(k) To the Knowledge of Norwest Trust, no Target Fund has any Liabilities,
whether or not determined or determinable, other than the Liabilities disclosed
or provided for in the Target Financial Statements, Liabilities incurred in the
ordinary course of business subsequent to the date of the Target Financial
Statements and Liabilities set forth on Schedule C.
(l) Other than the claims, actions, suits, investigations or proceedings set
forth on Schedule D, Norwest Trust does not Know of any claims, actions, suits,
investigations or proceedings of any type pending or threatened against Norwest
Trust or any Target Fund or its Assets or businesses. Norwest Trust does not
Know of any facts that it currently has reason to believe are likely to form the
basis for the institution of any such claim, action, suit, investigation or
proceeding against Norwest Trust or any Target Fund. For purposes of this
provision, investment underperformance or negative investment performance shall
not be deemed to constitute such facts, provided all required performance
disclosures have been
B-35
<PAGE>
made. Other than the orders, decrees or judgments set forth on Schedule D,
neither Norwest Trust nor any Target Fund is a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
that adversely affects, or is reasonably likely to adversely affect, its
financial condition, results of operations, business, properties or Assets or
its ability to consummate the transactions contemplated by the Plan.
(m) Except for contracts, agreements, franchises, licenses or permits entered
into or granted in the ordinary course of its business, in each case under which
no material default exists, Norwest Trust is not a party to or subject to any
material contract, debt instrument, employee benefit plan, lease, franchise,
license or permit of any kind or nature whatsoever on behalf of any Target Fund.
(n) Norwest Trust has filed the federal income tax returns of each Target
Fund, copies of which have been previously delivered to Newtrust, for all
taxable years to and including the Fund's most recent taxable year, and has paid
all taxes payable pursuant to such returns. No such return is currently under
audit and no assessment has been asserted with respect to such returns. Norwest
Trust will file the federal income tax returns of each Target Fund for its next
taxable year on or before their due date, as the same may be properly extended.
(o) Since the date of the Target Financial Statements, there has been no
material adverse change in the financial condition, results of operations,
business, properties or Assets of any Target Fund. For all purposes under this
Plan, investment underperformance, negative investment performance and/or
investor redemptions shall not be considered material adverse changes, provided
all required performance disclosures have been made.
(p) Within a reasonable time prior to the redemption provided for in Section
3, Norwest Trust shall have entered into an Interest Redemption Agreement in the
form set forth in Schedule E on behalf of Small Company Stock Fund, Small Cap
Opportunities Fund, Total Return Bond Fund, Performa Strategic Value Bond Fund,
Ready Cash Investment Fund and Cash Investment Fund.
7. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
NEWTRUST. Newtrust, on behalf of itself and, as appropriate, the Acquiring
Funds, represents and warrants to, and agrees with Norwest Trust as follows:
(a) Newtrust is a business trust duly created, validly existing and in good
standing under the laws of the State of Delaware. The Board of Trustees of
Newtrust duly established and designated each Acquiring Fund as a series of
Newtrust and each Acquiring Class as a class of the Acquiring Fund. As of the
Closing Date, Newtrust will be registered with the SEC as an open-end management
investment company under the 1940 Act.
(b) Newtrust has the power and all necessary federal, state and local
qualifications and authorizations to own all of its properties and Assets, to
carry on its business as described in its Registration Statement on Form N-1A as
filed with the SEC, to enter into this Plan and to consummate the transactions
contemplated herein.
(c) The Board of Trustees of Newtrust has duly authorized execution and
delivery of the Plan and the transactions contemplated herein. Duly authorized
officers of Newtrust have executed and delivered the Plan. The Plan represents a
valid and binding contract, enforceable in accordance with its terms, subject as
to enforcement to bankruptcy, insolvency, reorganization, arrangement,
moratorium and other similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles. The execution and
delivery of this Plan does not, and the consummation of the transactions
contemplated by this Plan will not, violate the Declaration of Trust of Newtrust
or any Material Agreement. Newtrust does not need to take any other action to
authorize its officers to effectuate the Plan and the transactions contemplated
herein.
(d) Each Acquiring Fund shall qualify as a regulated investment company
under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of
its current taxable year.
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<PAGE>
(e) The N-14 Registration Statement, when filed with the SEC, when Part A of
the N-14 Registration Statement is distributed to shareholders, at the time of
the Target shareholder meetings for the Active Reorganizations and at the
Effective Time of each Active Reorganization, insofar as it relates to
Stagecoach Funds, Inc., Stagecoach Trust, any series of Stagecoach Funds, Inc.
or Stagecoach Trust, Newtrust, the Acquiring Funds, any Portfolios in which the
Acquiring Funds will invest or the Acquiring Classes: (i) shall comply in all
material respects with the applicable provisions of the 1933 Act, the 1934 Act
and the 1940 Act, the rules and regulations thereunder and state securities laws
and (ii) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements made therein not misleading.
(f) The Schedule 14A Proxy Statement, when filed with the SEC, when
distributed to shareholders and at the time of the Target shareholder meetings
for the Shell Reorganizations, insofar as it relates to Stagecoach Funds, Inc.,
Stagecoach Trust, any series of Stagecoach Funds, Inc. or Stagecoach Trust,
Newtrust, the Acquiring Funds, any Portfolios in which the Acquiring Funds will
invest or the Acquiring Classes: (i) shall comply in all material respects with
the applicable provisions of the 1934 Act and the 1940 Act, the rules and
regulations thereunder and state securities laws and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein not
misleading.
(g) There shall be no issued and outstanding shares of any Acquiring Fund
prior to the Fund's Closing Date other than those issued to
in order to commence the operations of Newtrust.
Newtrust shall duly authorize the Acquiring Fund shares to be issued and
delivered to each Corresponding Target as of the Target's Effective Time. When
issued and delivered, the Acquiring Fund shares shall be duly and validly
issued, fully paid and non-assessable, and no shareholder of any Acquiring Fund
shall have any preemptive right of subscription or purchase in respect of them.
There are no outstanding options, warrants or other rights to subscribe for or
purchase any Acquiring Fund shares, nor are there any securities convertible
into Acquiring Fund shares.
(h) Newtrust has not commenced the operations of any Acquiring Fund.
Newtrust shall not commence the operations of any Acquiring Fund prior to the
Fund's Effective Time.
(i) No Acquiring Fund has any Liabilities, whether or not determined or
determinable, other than the Liabilities set forth on Schedule C.
(j) Newtrust does not Know of any claims, actions, suits, investigations or
proceedings of any type pending or threatened against Newtrust or any Acquiring
Fund or its Assets or businesses. There are no facts that Newtrust currently has
reason to believe are likely to form the basis for the institution of any such
claim, action, suit, investigation or proceeding against Newtrust or any
Acquiring Fund. Neither Newtrust nor any Acquiring Fund is a party to or subject
to the provisions of any order, decree or judgment of any court or governmental
body that adversely affects, or is reasonably likely to adversely affect, its
financial condition, results of operations, business, properties or Assets or
its ability to consummate the transactions contemplated herein.
(k) Except for contracts, agreements, franchises, licenses or permits
entered into or granted in the ordinary course of its business, in each case
under which no material default exists, Newtrust is not a party to or subject to
any material contract, debt instrument, employee benefit plan, lease, franchise,
license or permit of any kind or nature whatsoever on behalf of any Acquiring
Fund.
(l) Newtrust shall file the federal income tax returns of each Acquiring
Fund for the Fund's current taxable year on or before their due date, as the
same may be properly extended.
(m) Since [March 10, 1999], there has been no material adverse change in the
financial condition, business, properties or Assets of any Acquiring Fund.
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<PAGE>
8. CONDITIONS TO NORWEST TRUST OBLIGATIONS. The obligations of Norwest
Trust with respect to each Reorganization shall be subject to the following
conditions precedent:
(a) The Target's shareholders shall have approved the Reorganization in the
manner required by the Amended and Restated Trust Instrument of Norwest Trust
and applicable law. If Target shareholders fail to approve the Reorganization,
that failure shall release Norwest Trust of its obligations under this Plan only
with respect to that Reorganization and not any other Reorganization.
(b) All representations and warranties of Newtrust made in this Plan that
apply to the Reorganization shall be true and correct in all material respects
as if made at and as of the Valuation Time and the Effective Time.
(c) Newtrust shall have delivered to Norwest Trust a certificate dated as of
the Closing Date and executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to
Norwest Trust, stating that the representations and warranties of Newtrust in
this Plan that apply to the Reorganization are true and correct at and as of the
Valuation Time and that it has approved the Target's Assets as being consistent
with its investment objectives, policies and restrictions and that the Target's
Assets may otherwise be lawfully acquired by the Acquiring Fund.
(d) Norwest Trust shall have received an opinion of Morrison & Foerster LLP,
as counsel to Newtrust, in form and substance reasonably satisfactory to Norwest
Trust and dated as of the Closing Date, substantially to the effect that:
(1) Newtrust is a business trust duly created, validly existing and in
good standing under the laws of the State of Delaware and is an open-end,
management investment company registered under the 1940 Act;
(2) the shares of the Acquiring Fund to be delivered as provided for by
this Plan are duly authorized and upon delivery will be validly issued,
fully paid and non-assessable by Newtrust, provided that the payments for
transfer taxes by shareholders provided for in Section 5(b) of this Plan
shall not be deemed to render the shares issued assessable;
(3) the execution and delivery of this Plan did not, and the
consummation of the Reorganization will not, violate the Declaration of
Trust of Newtrust or any Material Agreement to which Newtrust is a party or
by which it is bound; and
(4) to the Knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by Newtrust of the Reorganization, except those that
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the
rules and regulations under those Acts or that may be required under state
securities laws, the HSR Act or subsequent to the Effective Time or when the
failure to obtain the consent, approval, authorization or order would not
have a material adverse effect on the operation of the Acquiring Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "knowledge" and related terms to
mean the knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Newtrust.
(e) Norwest Trust shall have received an opinion of Richards, Layton &
Finger, as special counsel to Newtrust, in form and substance reasonably
satisfactory to Norwest Trust and dated as of the Closing Date, substantially to
the effect that this Plan has been duly authorized, executed and delivered by
Newtrust, and, assuming due authorization, execution and delivery of this Plan
by Norwest Trust on behalf of the Target, represents a legal, valid and binding
contract, enforceable in accordance with its terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer and
similar laws relating to or
B-38
<PAGE>
affecting creditors' rights generally and court decisions with respect thereto,
and further subject to the application of equitable principles in any proceeding
whether at law or in equity or with respect to the enforcement of provisions of
the Plan and the effect of judicial decisions which have held that certain
provisions are unenforceable when their enforcement would violate an implied
covenant of good faith and fair dealing or would be commercially unreasonable or
when default under the Plan is not material. In rendering such opinion, such
counsel may (i) make assumptions regarding the authenticity, genuineness and/or
conformity of documents and copies thereof without independent verification
thereof, (ii) limit such opinion to applicable federal and state law, and (iii)
rely on certificates of officers or trustees of Newtrust.
(f) Norwest Trust shall have received an opinion of KPMG Peat Marwick LLP
addressed to Norwest Trust and Newtrust in form and substance reasonably
satisfactory to them, and dated as of the Closing Date, with respect to the tax
matters specified in Subsection 9(g) or 9(h), as applicable.
(g) Norwest Trust shall have received (i) a memorandum addressed to Norwest
Trust and Newtrust, in form and substance reasonably satisfactory to them,
prepared by Morrison & Foerster LLP, or another person agreed to in writing by
the parties, concerning compliance with each relevant jurisdiction's securities
laws in connection with Newtrust's issuance of Acquiring Fund shares, and (ii)
assurance reasonably satisfactory to it that all necessary steps have been taken
under all relevant jurisdiction's securities laws to consummate the
Reorganization.
(h) The N-14 Registration Statement shall have become effective under the
1933 Act or the Schedule 14A Proxy Statement shall have become effective for
purposes of the 1940 Act, as appropriate, as to the Acquiring Fund's shares and,
if the Reorganization is an Active Reorganization, the SEC shall not have
instituted or, to the Knowledge of Newtrust, contemplated instituting, any stop
order suspending the effectiveness of the N-14 Registration Statement.
(i) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, the
Reorganization.
(j) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the 1940 Act.
(k) Newtrust shall have performed and complied in all material respects with
each of its agreements and covenants required by this Plan to be performed or
complied with by it prior to or at the Reorganization's Valuation Time and
Effective Time.
(l) Norwest Trust shall have received from Newtrust a duly executed
instrument whereby the Acquiring Fund assumes all of the Liabilities of or
attributable to the Target in the form set forth on Schedule F.
(m) If the Reorganization is an Active Reorganization, Norwest Trust shall
have received a letter dated as of the Closing Date from KPMG Peat Marwick LLP
addressed to Norwest Trust and Newtrust in form and substance reasonably
satisfactory to them to the effect that on the basis of limited procedures as
agreed to by Norwest Trust and Newtrust and described in such letter (but not an
examination in accordance with generally accepted auditing standards):
(1) nothing came to their attention that caused them to believe that the
relevant unaudited pro forma financial statements included in the N-14
Registration Statement do not comply as to form in all material respects
with the applicable accounting requirements of Rule 11-02 of Regulation S-X
or that the relevant pro forma adjustments have not properly been applied to
the historical amounts in the compilation of those amounts;
B-39
<PAGE>
(2) the data used in the calculation of the current and pro forma
expense ratios of the Target Fund and the Acquiring Fund appearing in the
N-14 Registration Statement, including the proxy materials, agree with the
underlying accounting records of the Target Fund and the Acquiring Fund, as
appropriate, or with written estimates provided by officers of Norwest Trust
or Newtrust, as appropriate, having responsibility for financial and
reporting matters and were found to be mathematically correct; and
(3) the information relating to the Acquiring Fund and the Target Fund
appearing in the N-14 Registration Statement that is expressed in dollars or
percentages of dollars has been obtained from the accounting records of the
Acquiring Fund or the Target Fund, as appropriate, or from schedules
prepared by officers of Norwest Trust or Newtrust, as appropriate, having
responsibility for financial and reporting matters and such information is
in agreement with such records or schedules or with computations made
therefrom.
(n) If the Reorganization is a Shell Reorganization, Norwest Trust shall
have received a letter dated as of the Closing Date from KPMG Peat Marwick LLP
addressed to Norwest Trust and Newtrust in form and substance reasonably
satisfactory to them to the effect that on the basis of limited procedures as
agreed to by Norwest Trust and Newtrust and described in such letter (but not an
examination in accordance with generally accepted auditing standards):
(1) the data used in the calculation of any expense ratios of the Target
Fund and the Acquiring Fund appearing in the Schedule 14A Proxy Statement
agree with the underlying accounting records of the Target Fund and the
Acquiring Fund, as appropriate, or with written estimates provided by
officers of Norwest Trust or Newtrust, as appropriate, having responsibility
for financial and reporting matters and were found to be mathematically
correct; and
(2) the information relating to the Acquiring Fund and the Target Fund
appearing in the Schedule 14A Proxy Statement that is expressed in dollars
or percentages of dollars has been obtained from the accounting records of
the Acquiring Fund or the Target Fund, as appropriate, or from schedules
prepared by officers of Norwest Trust or Newtrust, as appropriate, having
responsibility for financial and reporting matters and such information is
in agreement with such records or schedules or with computations made
therefrom.
(o) Neither party shall have terminated this Plan with respect to the
Reorganization pursuant to Section 11 of this Plan.
(p) The parties shall have received any necessary order of the SEC exempting
the parties from the prohibitions of Section 17 of the 1940 Act or any similar
relief necessary to permit the Reorganization.
(q) Norwest Trust shall have received such assurances as it deems
appropriate from Wells Fargo Bank, N.A. regarding payment of the expenses
incurred in connection with the Reorganizations.
9. CONDITIONS TO NEWTRUST OBLIGATIONS. The obligations of Newtrust with
respect to each Reorganization shall be subject to the following conditions
precedent:
(a) The Target's shareholders shall have approved the Reorganization in the
manner required by the Amended and Restated Trust Instrument of Norwest Trust
and applicable law. If Target shareholders fail to approve the Reorganization,
that failure shall release Newtrust of its obligations under this Plan only with
respect to that Reorganization, and not any other Reorganization.
(b) Norwest Trust shall have obtained and delivered to Newtrust a statement
of Assets and Liabilities of the Target Fund and of any Portfolio in which the
Target Fund invests, showing the tax costs of such Assets by lot and the holding
periods of suchAssets, as of the Valuation Time, certified by the Treasurer or
Assistant Treasurer of Norwest Trust, Core Trust or Schroder Core, as
applicable, as having been prepared in accordance with generally accepted
accounting principles consistently applied. The statement of Assets and
Liabilities shall indicate which Assets, if any, are or, after the
Reorganization, will be subject to any
B-40
<PAGE>
restrictions, legal or contractual, on disposition and which Assets, if any, are
not readily marketable. The statement of assets and liabilities also shall
indicate which portion of the Assets and Liabilities of the Target Fund are
attributable to the Target, if the Reorganization is a Class Reorganization.
(c) Norwest Trust shall have duly executed and delivered the Target's
Transfer Documents to Newtrust.
(d) All representations and warranties of Norwest Trust made in this Plan
that apply to the Reorganization shall be true and correct in all material
respects as if made at and as of the Valuation Time and the Effective Time.
(e) Norwest Trust shall have delivered to Newtrust a certificate dated as of
the Closing Date and executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to
Newtrust , stating that the representations and warranties of Norwest Trust in
this Plan that apply to the Reorganization are true and correct at and as of the
Valuation Time.
(f) Newtrust shall have received an opinion of Seward & Kissel LLP, as
counsel to Norwest Trust, in form and substance reasonably satisfactory to
Newtrust and dated as of the Closing Date, substantially to the effect that:
(1) Norwest Trust is a business trust duly created, validly existing and
in good standing under the laws of the State of Delaware and is an open-end,
management investment company registered under the 1940 Act;
(2) this Plan and the Target's Transfer Documents have been duly
authorized, executed and delivered by Norwest Trust and, assuming due
authorization, execution and delivery of this Plan by Newtrust on behalf of
the Acquiring Fund, represent legal, valid and binding contracts,
enforceable in accordance with their terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and further subject to the application of
equitable principles in any proceeding, whether at law or in equity or with
respect to the enforcement of provisions of the Plan and the effect of
judicial decisions which have held that certain provisions are unenforceable
when their enforcement would violate an implied covenant of good faith and
fair dealing or would be commercially unreasonable or when default under the
Plan is not material;
(3) the execution and delivery of this Plan did not, and the
consummation of the Reorganization will not, violate the Amended and
Restated Trust Instrument or By-Laws of Norwest Trust or any Material
Agreement to which Norwest Trust is a party or by which it is bound;
(4) the only Target shareholder approval required with respect to the
Reorganization is the approval of the Reorganization by the shareholders of
the Target; and
(5) to the Knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by Norwest Trust of the Reorganization, except those
that have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and
the rules and regulations under those Acts, or that may be required under
state securities laws, the HSR Act or subsequent to the Effective Time or
when the failure to obtain the consent, approval, authorization or order
would not have a material adverse effect on the operation of the Target
Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "knowledge" and related terms to
mean the knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Norwest Trust.
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<PAGE>
(g) Unless the Reorganization is a Class Reorganization, Newtrust shall have
received an opinion of KPMG Peat Marwick LLP addressed to Norwest Trust and
Newtrust in form and substance reasonably satisfactory to them, based upon
representations made in certificates provided by Norwest Trust and Newtrust,
their affiliates and/or principal shareholders and dated as of the Closing Date,
substantially to the effect that, for federal income tax purposes:
(1) the transfer of substantially all the assets and liabilities of the
Target Fund to the Acquiring Fund in exchange solely for shares of the
Acquiring Fund and the assumption by the Acquiring Fund of al the
liabilities of the Target Fund and the distribution of these Acquiring Fund
shares to shareholders of the Target Fund pursuant to this Plan will
constitute a "reorganization" within the meaning of Section 368(a) of the
Code, and each of the Funds will be a party to the reorganization within the
meaning of Section 368 of the Code;
(2) in accordance with Section 361 of the Code, no gain or loss shall be
recognized by the Target Fund upon the transfer of substantially all of its
assets to the Acquiring Fund in exchange for shares of the Acquiring Fund
and the assumption by the Acquiring Fund of the liabilities of the Target
Fund;
(3) pursuant to Section 354 of the Code, no gain or loss will be
recognized by the shareholders of the Target Fund upon the exchange of their
shares in the Target Fund for shares of the corresponding Acquiring Fund
(but shareholders of the Target Fund that are subject to taxation will
recognize income upon the receipt of any net investment income or net
capital gains of such Funds which are distributed by such Funds prior to the
Funds' Reorganization);
(4) in accordance with Section 358 of the Code, the basis of the
Acquiring Fund shares received by the shareholders of the Target Fund will
be the same as the basis of his or her Target Fund shares exchanged
therefor;
(5) in accordance with Section 1032 of the Code, no gain or loss will be
recognized by any Acquiring Fund upon the receipt of the assets of the
Target Fund in exchange for Acquiring Fund shares and the assumption by the
Acquiring Fund of the liabilities of the Target Fund;
(6) in accordance with Section 362 of the Code, the basis in the hands
of the Acquiring Fund of the assets of the Target Fund will be the same as
the basis of the assets in the hands of the Target Fund immediately prior to
the transfer;
(7) in accordance with Section 1223(1) of the Code, a Target Fund
shareholder's holding period for his or her Acquiring Fund shares will be
determined by including the period for which he or she held the Target Fund
shares exchanged therefor, provided that he or she held such shares as
capital assets;
(8) in accordance with Section 1223(2) of the Code, the holding periods
of the Target Fund assets in the hands of the Acquiring Fund will include
the periods during which the assets were held by the Target Fund;
(9) each Acquiring Fund will succeed to and take into account the
earnings and profits, or deficit in earnings and profits, of the Target Fund
immediately prior to the Reorganization pursuant to Section 381 of the Code;
(10) each Acquiring Fund will succeed to and take into account any
Section 855(a) dividend of the Target Fund for such Fund's last taxable
taxable year immediately prior to the Reorganization; and
(11) in accordance with Section 381 of the Code, the Acquiring Fund will
succeed to the capital loss carryovers, if any, of the Target Fund, but the
use of such carryovers by the Acquiring Fund may be subject to limitation
under Section 383 of the Code and applicable regulations thereunder.
(h) If the Reorganization is a Class Reorganization, Newtrust shall have
received an opinion of KPMG Peat Marwick LLP addressed to Norwest Trust and
Newtrust in form and substance reasonably
B-42
<PAGE>
satisfactory to them, based upon representations made in certificates provided
by Norwest Trust and Newtrust, their affiliates and/or principal shareholders
and dated as of the Closing Date, substantially to the effect that, for federal
income tax purposes:
[(1) the Class Reorganization will not constitute a reorganization within
the meaning of Section 368(a) of the Code;
(2) in accordance with Section 1032(a) of the Code, the Acquiring Fund
will recognize no gain or loss as a result of the Class Reorganization;
(3) the basis of the Acquiring Fund shares received by each shareholder
of the Target Fund will be the fair market value of those shares as of the
Valuation Time;
(4) the basis of the Assets received by the Acquiring Fund will be their
fair market value as of the Valuation Time;
(5) a shareholder's holding period for the Acquiring Fund shares
received in the Class Reorganization will begin on the day following the
Effective Time; and
(6) the holding period of the Acquiring Fund with respect to the Assets
received in the Class Reorganization will begin on the day following the
Effective Time.]
(i) The Target's Assets shall include only Assets that Newtrust has
determined to be in accordance with the Acquiring Fund's investment objective,
policies and restrictions and shall include no Assets which the Acquiring Fund
may not otherwise lawfully acquire. If the Assets include Assets that Newtrust
determines not to be in accordance with the Acquiring Fund's investment
objective, policies and restrictions or to be Assets which the Acquiring Fund
may not otherwise lawfully acquire, that failure shall release Newtrust of its
obligations under this Plan only with respect to that Reorganization and not any
other Reorganization.
(j) The N-14 Registration Statement shall have become effective under the
1933 Act or the Schedule 14A Proxy Statement shall have become effective for
purposes of the 1940 Act, as applicable, as to the Acquiring Fund's shares and,
if the Reorganization is an Active Reorganization, no stop order suspending the
effectiveness of the N-14 Registration Statement shall have been instituted or,
to the Knowledge of Newtrust, contemplated by the SEC.
(k) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain or
prohibit or obtain damages or other relief in connection with the
Reorganization.
(l) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the 1940 Act.
(m) Norwest Trust shall have performed and complied in all material respects
with each of its agreements and covenants required by this Plan to be performed
or complied with by it prior to or at the Reorganization's Valuation Time and
Effective Time.
(n) Newtrust shall have received a letter from KPMG Peat Marwick LLP
addressed to Norwest Trust and Newtrust as described in Subsection 8(m) or 8(n),
as appropriate.
(o) If the Reorganization is an Active Reorganization, except to the extent
prohibited by Rule 19b-1 under the 1940 Act, the Target Fund shall have declared
a dividend or dividends that, together with all previous such dividends, shall
have the effect of distributing to the Target shareholders substantially all
investment company taxable income of or attributable to the Target earned prior
to the Closing Date and substantially all of its net capital gain of or
attributable to the Target realized prior to such date.
B-43
<PAGE>
(p) Neither party shall have terminated this Plan with respect to the
Reorganization pursuant to Section 11 of this Plan.
(q) The parties shall have received any necessary order of the SEC exempting
the parties from the prohibitions of Section 17 of the 1940 Act or any similar
relief necessary to permit the Reorganization.
(r) Newtrust shall have received such assurances as it deems appropriate
from Wells Fargo Bank, N.A. regarding payment of the expenses incurred in
connection with the Reorganizations.
10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties hereto shall survive the completion of the
transactions contemplated herein.
11. TERMINATION OF PLAN. A majority of a party's Board of Trustees may
terminate this Plan with respect to any Acquiring Fund or Target, as
appropriate, at any time before the applicable Effective Time if: (i) the
party's conditions precedent set forth in Sections 8 or 9, as appropriate, are
not satisfied or (ii) the Board of Trustees determines that the consummation of
the applicable Reorganization is not in the best interests of shareholders and
gives notice to the other party. The termination of this Plan with respect to an
Acquiring Fund and its Corresponding Target shall not affect the survival of the
Plan with respect to any other Acquiring Fund or Target.
12. GOVERNING LAW. This Plan and the transactions contemplated hereby
shall be governed, construed and enforced in accordance with the laws of the
State of Delaware, except to the extent preempted by federal law, without regard
to other conflicts of law.
13. BROKERAGE FEES. Each party represents and warrants that there are no
brokers or finders entitled to receive any payments in connection with the
transactions provided for in the Plan.
14. AMENDMENTS. The parties may, by agreement in writing authorized by
their respective Boards of Trustees, amend this Plan with respect to any
Reorganization at any time before or after the Target's shareholders approve the
Reorganization. However, after a Target's shareholders approve a Reorganization,
the parties may not amend this Plan in a manner that materially alters the
obligations of either party with respect to that Reorganization. The parties
shall not deem this Section to preclude them from changing the Closing Date or
the Effective Time of a Reorganization by mutual agreement.
15. WAIVERS. At any time prior to the Closing Date, either party may by
written instrument signed by it (i) waive the effect of any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the agreements, covenants or conditions made for its
benefit contained herein. The parties agree that any waiver shall apply only to
the particular inaccuracy or requirement for compliance waived, and not any
other or future inaccuracy or lack of compliance.
16. INDEMNIFICATION OF TRUSTEES. Newtrust agrees that it will assume all
liabilities and obligations of Norwest Trust relating to any obligation of
Norwest Trust to indemnify its current and former Trustees and officers, acting
in their capacities as such, to the fullest extent permitted by law and Norwest
Trust's Amended and Restated Trust Instrument, as in effect as of the date of
this Plan. Newtrust also agrees that all rights to indemnification and all
limitations of liability existing in favor of the current and former Trustees
and officers, acting in their capacities as such, under the Norwest Trust
Amended and Restated Trust Instrument as in effect as of the date of this Plan
shall survive the Reorganizations and shall continue in full force and effect,
without any amendment thereto, and shall constitute rights which may be asserted
against Newtrust, its successors and assigns.
17. COOPERATION AND FURTHER ASSURANCES. Each party will cooperate with the
other in fulfilling its obligations under this Plan and will provide such
information and documentation as is reasonably requested by the other in
carrying out this Plan's terms. Each party will provide such further assurances
concerning the performance of obligations under this Plan and the consummation
of the Reorganizations as the other shall deem necessary, advisable or
appropriate.
B-44
<PAGE>
18. UPDATING OF N-14 REGISTRATION STATEMENT AND SCHEDULE 14A PROXY
STATEMENT. If at any time prior to the Target Fund shareholder meetings
referred to in Section 2, in the case of Shell Reorganizations, or the Effective
Time of a Reorganization, in the case of an Active Reorganization, a party
becomes aware of any material information that is not reflected in the Schedule
14A Proxy Statement or the N-14 Registration Statement, as appropriate, the
party discovering the information shall notify the other party and the parties
shall cooperate in promptly preparing, filing and clearing with the SEC and, if
appropriate, distributing to shareholders appropriate disclosure with respect to
the information.
19. LIMITATION ON LIABILITIES. The obligations of Norwest Trust, Newtrust
and each Fund shall not bind any of the Trustees, shareholders, nominees,
officers, agents, or employees of Norwest Trust or Newtrust personally, but
shall bind only the Assets and property of the Acquiring Funds and Target Funds.
The execution and delivery of this Plan by the parties' officers shall not be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the Assets and the property of
the Acquiring Funds or Target Funds, as appropriate.
20. TERMINATION OF NORWEST TRUST. If the parties complete every
Reorganization, Norwest Trust shall terminate its registration under the 1940
Act and dissolve.
21. NOTICES. Any notice, report, statement, certificate or demand required
or permitted by any provision of this Plan shall be in writing and shall be
given by prepaid telegraph, telecopy, certified mail or overnight express
courier to:
For Norwest Trust:
David I. Goldstein, Esq.
Forum Financial Group
Two Portland Square
Portland, ME 04101
With copies to:
Anthony C.J. Nuland
Seward & Kissel LLP
1200 G Street, N.W., Suite 350
Washington, DC 20005
For Newtrust:
Richard H. Blank, Jr.
Stephens Inc.
111 Center Street
Little Rock, AR 72201
With copies to:
Robert M. Kurucza
Marco E. Adelfio
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W., Suite 5500
Washington, D.C. 20006
22. GENERAL. This Plan supersedes all prior agreements between the parties
(written or oral), is intended as a complete and exclusive statement of the
terms of the agreement between the parties and may not be changed or terminated
orally. The parties may execute this Plan in counterparts, which shall be
considered one and the same agreement, and shall become effective when the
counterparts have been executed by and delivered to both parties. The headings
contained in this Plan are for reference only and shall not affect in any way
the meaning or interpretation of this Plan. Nothing in this Plan, expressed or
B-45
<PAGE>
implied, confers upon any other person any rights or remedies under or by reason
of this Plan. Neither party may assign or transfer any right or obligation under
this Plan without written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers designated below to execute this Plan as of the date first written
above.
<TABLE>
<S> <C><C>
WELLS FARGO FUNDS TRUST
ATTEST:
By:
- ---------------------------------------- ----------------------------------------
Name: Name:
Title: Title:
NORWEST ADVANTAGE FUNDS
ATTEST:
By:
- ---------------------------------------- ----------------------------------------
Name: Name:
Title: Title:
</TABLE>
B-46
<PAGE>
SCHEDULE A
I. CORRESPONDING CLASSES TABLE:
<TABLE>
<CAPTION>
ACQUIRING FUND CLASSES CORRESPONDING TARGET CLASSES
- ------------------------------------------------ ------------------------------------------
<S> <C> <C> <C>
Diversified Equity Fund Diversified Equity Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
Disciplined Growth Fund Performa Disciplined Growth Fund
Shares Shares
Diversified Small Cap Fund Diversified Small Cap Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Growth Equity Fund Growth Equity Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
Growth Fund Valugrowth Stock Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Small Cap Fund Small Company Stock Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Income Equity Fund Income Equity Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
Index Fund Index Fund
I Shares I Shares
International Fund International Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Large Company Growth Fund Large Company Growth Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Small Cap Opportunities Fund Small Cap Opportunities Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
</TABLE>
B-47
<PAGE>
<TABLE>
<CAPTION>
ACQUIRING FUND CLASSES CORRESPONDING TARGET CLASSES
- ------------------------------------------------ ------------------------------------------
<S> <C> <C> <C>
Small Cap Value Fund Performa Small Cap Value Fund
Shares Shares
Small Company Growth Fund Small Company Growth Fund
Shares Shares
Wealthbuilder II Growth Portfolio Wealthbuilder II Growth Portfolio
C Shares C Shares
Wealthbuilder II Growth and Income Portfolio Wealthbuilder II Growth and Income
Portfolio
C Shares C Shares
Aggressive Balanced-Equity Fund Aggressive Balanced-Equity Fund
I Shares I Shares
Growth Balanced Fund Growth Balanced Fund
A Shares A Shares
B Shares B Shares
C Shares C Shares
I Shares I Shares
Moderate Balanced Fund Moderate Balanced Fund
I Shares I Shares
Wealthbuilder II Growth Balanced Portfolio Wealthbuilder II Growth Balanced Portfolio
C Shares C Shares
Diversified Bond Fund Diversified Bond Fund
I Shares I Shares
Limited-Term Government Income Fund Limited-Term Government Income Fund
I Shares I Shares
Intermediate Government Income Fund Intermediate Government Income Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Stable Income Fund Stable Income Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Income Plus Fund Strategic Income Fund
I Shares I Shares
Income Fund Income Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Income Fund Performa Strategic Value Bond Fund
I Shares Shares
</TABLE>
B-48
<PAGE>
<TABLE>
<CAPTION>
ACQUIRING FUND CLASSES CORRESPONDING TARGET CLASSES
- ------------------------------------------------ ------------------------------------------
<S> <C> <C> <C>
Income Fund Total Return Bond Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Tax-Free Income Fund Tax-Free Income Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Colorado Tax-Free Fund Colorado Tax-Free Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Limited Term Tax-Free Fund Limited Term Tax-Free Fund
I Shares I Shares
Minnesota Intermediate Tax-Free Fund Minnesota Intermediate Tax-Free Fund
I Shares I Shares
Minnesota Tax-Free Fund Minnesota Tax-Free Fund
A Shares A Shares
B Shares B Shares
I Shares I Shares
Money Market Fund Ready Cash Investment Fund
A Shares Investor Shares
B Shares Exchange Shares
Prime Investment Money Market Fund Ready Cash Investment Fund
Service Shares Public Entities
Shares
National Tax-Free Money Market Fund (Class A) Municipal Money Market Fund
A Shares Investor Shares
National Tax-Free Institutional Money Market Institutional Shares of Municipal Money
Fund Market Fund
Service Shares Institutional Shares
Treasury Plus Money Market Fund Treasury Plus Fund
Service Shares Institutional Shares
100% Treasury Money Market Fund Treasury Fund
Service Shares Institutional Shares
Government Money Market Fund U.S. Government Fund
Service Shares Institutional Shares
Cash Investment Money Market Fund Cash Investment Fund
Service Shares Institutional Shares
</TABLE>
B-49
<PAGE>
II. ACTIVE REORGANIZATION TABLE:
<TABLE>
<CAPTION>
ACQUIRING FUNDS CORRESPONDING TARGETS
- --------------------------------------------------------- ---------------------------------------------------------
<S> <C>
Growth Fund Valugrowth Stock Fund
Small Cap Fund Small Company Stock Fund
Income Equity Fund Income Equity Fund
Limited-Term Government Income Fund Limited-Term Government Income Fund
Income Fund Intermediate Government Income Fund
Intermediate Government Income Fund Income Fund
Income Fund Performa Strategic Value Bond Fund
Income Fund Total Return Bond Fund
Income Fund Tax-Free Income Fund
Tax-Free Income Fund Investor Shares and Exchange Shares of Ready Cash
Money Market Fund Investment Fund
National Tax-Free Money Market Fund (Class A) Investor Shares of Municipal Money Market Fund
National Tax-Free Institutional Money Market Fund Institutional Shares of Municipal Money Market Fund
Treasury Plus Money Market Fund Treasury Plus Fund
Government Money Market Fund U.S. Government Fund
Cash Investment Money Market Fund Cash Investment Fund
</TABLE>
III. SHELL REORGANIZATION TABLE:
<TABLE>
<CAPTION>
ACQUIRING FUNDS TARGET FUNDS
- ------------------------------------------------------ ------------------------------------------------------
<S> <C>
Diversified Equity Fund Diversified Equity Fund
Disciplined Growth Fund Performa Disciplined Growth Fund
Diversified Small Cap Fund Diversified Small Cap Fund
Growth Equity Fund Growth Equity Fund
Index Fund Index Fund
International Fund International Fund
Large Company Growth Fund Large Company Growth Fund
Small Cap Opportunities Fund Small Cap Opportunities Fund
Small Cap Value Fund Performa Small Cap Value Fund
Small Company Growth Fund Small Company Growth Fund
Wealthbuilder II Growth Portfolio Wealthbuilder II Growth and Income Portfolio
Wealthbuilder II Growth and Income Portfolio Wealthbuilder II Growth Portfolio
Aggressive Balanced-Equity Fund Aggressive Balanced-Equity Fund
Growth Balanced Fund Growth Balanced Fund
Moderate Balanced Fund Moderate Balanced Fund
Wealthbuilder II Growth Balanced Portfolio Wealthbuilder II Growth Balanced Portfolio
Diversified Bond Fund Diversified Bond Fund
Stable Income Fund Stable Income Fund
Income Plus Fund Strategic Income Fund
Colorado Tax-Free Fund Colorado Tax-Free Fund
Limited Term Tax-Free Fund Limited Term Tax-Free Fund
Minnesota Intermediate Tax-Free Fund Minnesota Intermediate Tax-Free Fund
Minnesota Tax-Free Fund Minnesota Tax-Free Fund
100% Treasury Money Market Fund Treasury Fund
Prime Investment Money Market Fund Public Entities Shares of Ready Cash Investment Fund
</TABLE>
B-50
<PAGE>
IV. CLASS REORGANIZATION TABLE:
<TABLE>
<CAPTION>
ACQUIRING CLASSES CORRESPONDING TARGET FUNDS
- ------------------------------------------------------ ------------------------------------------------------
<S> <C>
Money Market Fund Investor Shares and Exchange Shares of Ready Cash
Prime Investment Money Market Fund Investment Fund
National Tax-Free Money Market Fund (Class A) Public Entities Shares of Ready Cash Investment Fund
National Tax-Free Institutional Money Market Fund Investor Shares of Municipal Money Market Fund
Institutional Shares of Municipal Money Market Fund
</TABLE>
B-51
<PAGE>
SCHEDULE B
MATERIAL AGREEMENTS
The following agreements shall be Material Agreements for Norwest Trust:
Investment Advisory Agreement between Norwest Investment Management, Inc.
("NIM") and Norwest Trust dated June 1, 1997, as amended July 28, 1998.
Investment Subadvisory Agreement among Schroder Capital Management
International, Inc. ("SCHRODER"), Norwest Bank Minnesota, N.A. ("NORWEST BANK")
and Norwest Trust dated November 11, 1994.
Investment Subadvisory Agreement among Norwest Bank, Schroder and Norwest Trust
dated April 28, 1996.
Investment Subadvisory Agreement among Galliard Capital Management, Inc., NIM
and Norwest Trust dated October 1, 1997.
Investment Subadvisory Agreement among Smith Asset Management, LP, NIM and
Norwest Trust dated October 1, 1997.
Investment Subadvisory Agreement among Peregrine Capital Management, Inc., NIM
and Norwest Trust dated October 1, 1997, as amended July 28, 1998.
Distribution Services Agreement between Forum Financial Services, Inc. ("FORUM")
and Norwest Trust dated October 1, 1995, as amended July 28, 1998.
Custodian Agreement between Norwest Bank and Norwest Trust dated August 1, 1993,
as amended July 28, 1998.
Transfer Agency Agreement between Norwest Bank and Norwest Trust dated August 1,
1993.
Management Agreement between Forum and Norwest Trust dated August 1, 1997.
Fund Accounting Agreement between Forum Accounting Services, Limited Liability
Company and Norwest Trust dated June 1, 1997, as amended July 28, 1998.
Administration Services Agreement between Norwest Bank and Norwest Trust dated
November 11, 1994, as amended July 28, 1998.
Administration Agreement between Forum Administrative Services, LLC and Norwest
Trust dated October 1, 1996, as amended July 28, 1998.
Distribution Plan of Norwest Trust dated August 1, 1993, as amended July 28,
1998.
C Shares Distribution Plan of Norwest Trust dated July 28, 1998.
Multiclass (Rule 18f-3) Plan of Norwest Trust dated May 1, 1995, as amended July
28, 1998.
The following agreements shall be Material Agreements for Newtrust:
[Agreements to be inserted]
B-52
<PAGE>
SCHEDULE C
Liabilities of Norwest Trust:
Liabilities of Target Funds:
Liabilities of Newtrust:
Liabilities of Acquiring Funds:
B-53
<PAGE>
SCHEDULE D
I. Claims, actions, suits, investigations or proceedings pending or threatened
against Norwest Trust or any Target Fund or its Assets or businesses:
II. Orders, decrees or judgments to which Norwest Trust or a Target Fund is a
party that adversely affect, or are reasonably likely to adversely affect,
Norwest Trust's or the Target Fund's financial condition, results of operations,
business, properties or Assets or ability to consummate the transactions
contemplated by the Plan:
B-54
<PAGE>
SCHEDULE E
FORM OF INTEREST REDEMPTION AGREEMENT
AGREEMENT dated this day of , 1999, by and between Norwest
Advantage Funds ("NORWEST TRUST"), a Delaware business trust, for itself and on
behalf of its series (the "FUND") and
(the "CORE TRUST"), a Delaware business trust for itself and on behalf of its
series (the "PORTFOLIO").
WHEREAS, The Fund owns shares of beneficial interest ("INTERESTS") in the
Portfolio; and
WHEREAS, Norwest Trust wishes to redeem the Fund's interests in the Portfolio
and to gain assurances that Core Trust will cooperate with Norwest Trust's
reasonable requests as set forth in this Agreement.
NOW, THEREFORE, in accordance with the mutual promises described herein, the
parties agree as follows:
1. REDEMPTION :
(a) On , 1999, or such other date as the parties may agree to in
writing, Norwest Trust shall request in the manner specified in Core Trust's
currently effective Registration Statement on Form N-1A (the "Registration
Statement") that Core Trust redeem the Fund's interests in the Portfolio.
(b) Core Trust shall then redeem the Fund's interests in the Portfolio in
accordance with the requirements of the Investment Company Act of 1940, as
amended (the "Act"), and the Registration Statement. To the extent consistent
with the Act and the Registration Statement, Core Trust shall pay the redemption
proceeds to Norwest Trust in cash or in kind and on the date and time requested
by Norwest Trust in writing.
2. REPRESENTATION, WARRANTY AND COVENANT : Each party represents and
warrants to the other that it is registered under the Act as an open-end,
management investment company. Each party covenants to maintain its registration
under the Act as an open-end, management investment company until the completion
of the redemption provided for in this Agreement.
3. COOPERATION : The Core Trust agrees to cooperate with reasonable
requests of Norwest Trust arising out of Norwest Trust's obligations under
Sections 9(b) and, to the extent consistent with the Portfolio's investment
objectives, policies and restrictions, 4(c) of the Agreement and Plan of
Reorganization dated , 1999 by and between Wells Fargo Funds Trust,
for itself and on behalf of certain series, and Norwest Trust, for itself and on
behalf of certain of its series, a copy of which is attached.
4. TERMINATION : Norwest Trust may terminate this Agreement upon written
notice to Core Trust.
B-55
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers designated below to execute this Agreement as of the date first written
above.
<TABLE>
<S> <C> <C>
NORWEST ADVANTAGE FUNDS
ATTEST:
- ------------------------------ By: -----------------------------------------
Name: Name:
Title: Title:
[INSERT NAME OF CORE TRUST]
ATTEST:
- ------------------------------ By: -----------------------------------------
Name: Name:
Title: Title:
</TABLE>
B-56
<PAGE>
SCHEDULE F
FORM OF LIABILITY ASSUMPTION INSTRUMENT
ACKNOWLEDGEMENT OF RECEIPT OF ASSETS
AND STATEMENT OF ASSUMPTION OF LIABILITIES
For purposes of this document, the terms "ASSETS" and "LIABILITIES" shall
have the meanings given them in the Agreement and Plan of Reorganization dated
, 1999 by and between Wells Fargo Funds Trust ("NEWTRUST"), for
itself and on behalf of certain of its series, and Norwest Advantage Funds
("NORWEST TRUST"), for itself and on behalf of certain of its series.
Newtrust, on behalf of (the "FUND"), acknowledges
receipt, as of [p.m.], Eastern time, on September , 1999 (the
"EFFECTIVE TIME"), of the Assets [of][attributable to]
(the "TARGET"). In addition, Newtrust, on behalf of the Fund, assumes, as of the
Effective Time, all the Liabilities of the Target at the Effective Time.
<TABLE>
<S> <C> <C> <C>
WELLS FARGO VARIABLE TRUST
By:
<CAPTION>
-----------------------------------------
Name:
Title:
</TABLE>
B-57
<PAGE>
EXHIBIT C--COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES
EQUITY FUNDS
WF ASSET ALLOCATION FUND
(Modeled on SC Asset Allocation Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC ASSET ALLOCATION FUND WHICH WILL REORGANIZE INTO
AND WF ASSET ALLOCATION FUND
SC BALANCED FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC ASSET - seeks long-term total return, consistent with reasonable risk.
ALLOCATION FUND:
SC BALANCED FUND: - seeks current income and long-term total return, consistent with
reasonable risk, through a balanced investment approach.
WF ASSET - seeks long-term total return, consistent with reasonable risk.
ALLOCATION FUND:
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC ASSET The Fund's investment strategies are substantially the same as the WF
ALLOCATION FUND: Asset Allocation Fund described below.
</TABLE>
<TABLE>
<S> <C>
SC BALANCED FUND: The Fund pursues a balanced and diversified investment approach by
investing generally between 30% to 70% of its assets in common stocks
and the remainder in debt securities.
The Fund invests the equity portion of its portfolio:
- in common stocks trading at low price-to-earnings ratios, as measured
against the stock market as a whole or against the individual stock's
own price history;
- in securities whose price-to-book and price-to-cash flow ratios
indicate attractive valuation;
- primarily in common stocks of both large, well-established companies
and smaller companies with market capitalization exceeding $50 million
at time of purchase; and
- in foreign companies through ADRs and similar instruments, up to 25%
of total assets.
The Fund invests the fixed-income portion of its portfolio in:
- corporate bonds, commercial paper, and mortgage-backed and
asset-backed securities based on their relatively greater stability of
income and principal. The Fund may invest in zero coupon bonds.
- The Fund's investments include:
-- commercial paper rated A-2 by S&P or Prime-2 by Moody's or better;
-- corporate debt securities rated BBB by S&P or Baa by Moody's or
better; and
-- mortgage-backed and asset-backed securities rated AA by S&P or Aa by
Moody's or better.
</TABLE>
C-1
<PAGE>
<TABLE>
<S> <C>
WF ASSET The WF Asset Allocation Fund allocates and reallocates assets among
ALLOCATION FUND: common stocks, U.S. Treasury Bonds and money market instruments. This
strategy is based on the premise that asset classes are at times
undervalued or overvalued in comparison to one another and that
investing in undervalued asset classes offers better long-term,
risk-adjusted returns. The Fund manages the allocation of investments in
its portfolio assuming a "normal" allocation of 60% stocks and 40%
bonds. This is not a "target" allocation but rather is a design feature
that is intended to set a level of risk tolerance for the Fund. The Fund
does not have a maximum or minimum limit for its investments in any
asset class and may invest substantially all of its assets in a single
class.
The asset classes the Fund invests in are:
- STOCK INVESTMENTS--The Fund invests invest in common stocks
representative of the S&P 500 Index. The Fund does not individually
select common stocks on the basis of traditional investment analysis.
Instead, stock investments are made according to a weighted formula
intended to match the total return of the S&P 500 Index as closely as
possible;
- BOND INVESTMENTS--The Fund invests in U.S. Treasury Bonds
representative of the Lehman Brothers 20+ Bond Index that have remaining
maturities of twenty years or more; and
- MONEY MARKET INVESTMENTS--The Fund invests this portion of its assets
in high-quality money market instruments, including U.S. Government
obligations, obligations of foreign and domestic banks, short-term
corporate debt instruments and repurchase agreements.
Under normal market conditions, the Fund may invest:
- in call and put options on stock indexes, stock index futures,
options on stock index futures, and interest rate futures contracts as a
substitute for a comparable market position in stocks or bonds;
- in interest rate and index swaps; and
- up to 25% of its total assets in foreign obligations qualifying as
money market instruments.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
SC ASSET ALLOCATION FUND Multiple Managers
SC BALANCED FUND Rex Wardlaw and Scott Smith
WF ASSET ALLOCATION FUND Multiple Managers
</TABLE>
C-2
<PAGE>
WF GROWTH FUND
(Modeled on SC Growth Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC GROWTH FUND WHICH WILL REORGANIZE INTO
AND WF GROWTH FUND
NAF VALUGROWTH STOCK FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC GROWTH FUND: - seeks long-term capital appreciation and current income.
NAF VALUGROWTH-SM- STOCK - long-term capital appreciation.
FUND:
WF GROWTH FUND: - seeks long-term capital appreciation.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC GROWTH FUND: The Fund's investment strategies are substantially the same as the WF
Growth Fund described below.
</TABLE>
<TABLE>
<S> <C>
NAF The Fund invests primarily in medium- and large-capitalization companies
VALUGROWTH-SM- that appear to have above-average growth characteristics and appear to
STOCK FUND: be undervalued. The Fund considers such matters as the quality of a
company's management, the existence of a leading or dominant position in
a major product line or market, the soundness of the company's financial
position, and the maintenance of a relatively high rate of return on
invested capital and shareholder's equity.
The Fund may:
- invest up to 20% of its total assets in securities of foreign
companies;
- write covered call options and purchase call options on equity
securities to manage risk or enhance returns; and
- invest in "special situations," which are companies that have the
potential for significant future earnings growth but have not performed
well in the recent past.
</TABLE>
C-3
<PAGE>
<TABLE>
<S> <C>
WF GROWTH FUND: The Fund primarily invests in common stocks and other equity securities.
The Fund looks for companies that have a strong earnings growth trend
and that have above-average prospects for future growth. The Fund also
may invest in the stocks of medium- to smaller size companies that have
the potential to produce high levels of future earnings growth or when
the Fund believes the stock is undervalued.
The Fund normally invests:
- at least 65% of its total assets in equity securities, including
common and preferred stocks, and securities convertible into common
stocks;
- at least 65% of its total assets in income-producing securities;
- the majority of its total assets in issues of companies with market
capitalization that falls within the range of the Russell 1000 Index;
- up to 25% of its total assets in foreign companies through American
Depositary Receipts and similar instruments; and
- up to 15% of its total assets in emerging markets.
Unlike the NAF ValuGrowth-SM- Stock Fund, the WF Growth Fund does not
write covered call options or purchase call options on equity securities
to manage risk or enhance gains.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
SC GROWTH FUND Kelli Hill
NAF VALUGROWTH-SM- STOCK FUND Charlie Mayer, CFA
WF GROWTH FUND Kelli Hill
</TABLE>
C-4
<PAGE>
WF INCOME EQUITY FUND
(Modeled on NAF Income Equity Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC DIVERSIFIED EQUITY INCOME FUND WHICH WILL REORGANIZE INTO
AND WF INCOME EQUITY FUND
NAF INCOME EQUITY FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC DIVERSIFIED EQUITY - seeks to earn current income and a growing stream of income
INCOME FUND: over time, consistent with the preservation of capital.
NAF INCOME EQUITY FUND: - long-term capital appreciation and above-average dividend
income.
WF INCOME EQUITY FUND: - seeks long-term capital appreciation and above-average
dividend income.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC DIVERSIFIED EQUITY The Fund actively manages a diversified portfolio of
INCOME FUND: income-producing equity securities. In selecting stocks, the Fund
emphasizes dividend histories and trends. The Fund also looks for
equity securities that it believes are selling for less than their
intrinsic or true value and that generally exhibit the following
characteristics: above average financial strength, a strong position
in their industry, a history of profit growth, and relatively high
dividends. The Fund also may invest in U.S. Government obligations,
a broad range of debt securities, including bonds and other debt
obligations of domestic corporations, U.S. dollar-denominated debt
instruments of foreign issuers, including foreign governments and
companies, and various asset-backed securities.
Under normal market conditions, the Fund may invest:
- at least 65% of its total assets in equity securities;
- at least 90% of its equity portfolio in issues of companies with
market capitalization that falls within the range of the Russell
1000 Index
- up to 25% of its total assets in foreign companies through ADRs;
- up to 15% of its total assets in emerging markets;
- most of its debt portfolio in companies and government entities
within the U.S.;
- generally all of its debt portfolio in instruments rated at the
time acquisition in the four highest credit categories by one or
more NSRO or, if unrated, of comparable quality;
- up to 20% of its nonconvertible debt portfolio in instruments
rated in the four highest credit categories.
</TABLE>
<TABLE>
<S> <C>
NAF INCOME EQUITY The Fund's investment strategies are substantially similar to the WF
FUND: Income Equity Fund described below. The NAF Income Equity Fund will
normally invest no more than 5% of its total assets in the
securities of a single issuer.
</TABLE>
C-5
<PAGE>
<TABLE>
<S> <C>
WF INCOME EQUITY FUND: The Fund invests primarily in the common stock of large,
high-quality domestic companies that have above-average return
potential based on current market valuations. The Fund primarily
emphasizes investments in securities of companies with above-average
dividend income. The Fund uses various valuation measures when
selecting securities for the portfolio, including above-average
dividend yields and below industry average price-to-earnings,
price-to-book and price-to-sales ratios. The Fund considers large
companies to be those whose market capitalization is greater than
the median of the Russell 1000 Index. Under normal market
conditions, the Fund invests:
- at least 65% of its total assets in equity securities; and
- in issues of companies with market capitalization greater than
the median of the Russell 1000 Index.
The WF Income Equity Fund may invest in preferred stocks,
convertible securities, and securities of foreign companies. Unlike
the NAF Income Equity Fund, the Fund will normally limit its
investment in a single issuer to 10% or less of its total assets.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
SC DIVERSIFIED EQUITY INCOME FUND: Allen Wisniewski and Rex Wardlaw
NAF INCOME EQUITY FUND: David L. Roberts, CFA and Gary J. Dunn*
WF INCOME EQUITY FUND: David L. Roberts, CFA and Gary J. Dunn
</TABLE>
C-6
<PAGE>
WF SMALL CAP FUND
(Modeled on SC Small Cap Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC SMALL CAP FUND WHICH WILL REORGANIZE INTO
AND WF SMALL CAP FUND
SC STRATEGIC GROWTH FUND
AND
NAF SMALL COMPANY STOCK FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC SMALL CAP FUND: - seeks above-average, long-term capital appreciation.
SC STRATEGIC GROWTH FUND: - seeks above-average, long-term capital appreciation.
NAF SMALL COMPANY STOCK FUND: - long-term capital appreciation.
WF SMALL CAP FUND: - seeks long-term capital appreciation.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC SMALL CAP FUND: The Fund's investment strategies are substantially the same as the
WF Small Cap Fund described below.
</TABLE>
<TABLE>
<S> <C>
SC STRATEGIC GROWTH The Fund's investment strategies are substantially the same as the
FUND: WF Small Cap Fund described below. The Fund invests the majority of
its holdings in established growth companies, turnaround or
acquisition candidates, or attractive larger capitalization
companies. In addition, the Fund may invest:
- at least 65% of its assets in common stocks and convertible
securities that the Fund believes have better-than-average prospects
to increase in value;
- at least 65% of its assets in companies whose market
capitalization at the time of purchase is within the capitalization
range of the companies listed on the Russell MidCap Index; and
- up to 15% of its assets in certain call and put options.
</TABLE>
<TABLE>
<S> <C>
NAF SMALL COMPANY The Fund invests primarily in the common stock of small- and medium-
STOCK FUND: sized domestic companies that have market capitalizations well below
that of the average company in the S&P 500 Index. The Fund invests
in companies that may be in a relatively early stage of development
or may produce goods and services that have favorable prospects for
growth due to increasing demand or developing markets. The Fund may
invest up to 20% of its total assets in the securities of foreign
companies. The Fund may write covered call options and purchase call
options on equity securities to manage risk or enhance returns.
</TABLE>
C-7
<PAGE>
<TABLE>
<S> <C>
WF SMALL CAP FUND: The WF Small Cap Fund actively manages a diversified portfolio of
common stocks issued by companies whose market capitalization falls
within the range of the Russell 2000 Index. The Fund will sell the
stock of any company whose market capitalization exceeds the range
of this index for sixty consecutive days. The Fund invests in the
common stocks of domestic and foreign companies that the Fund
believes have above-average prospects for capital growth, or that
may be involved in new or innovative products, services and
processes. Under normal market conditions, the Fund invests:
- in an actively managed, broadly diversified portfolio of growth-
oriented common stocks;
- in at least 20 common stock issues spread across multiple
industry groups and sectors of the economy;
- up to 40% of its assets in initial public offerings or recent
start-ups and newer issues;
- no more than 25% of its assets in foreign companies through
American Depositary Receipts or similar issues; and
- up to 15% of its portfolio in emerging markets.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
SC SMALL CAP FUND Kenneth Lee and Thomas Zeifang, CFA
SC STRATEGIC GROWTH FUND Chris Greene and Thomas Zeifang, CFA
NAF SMALL COMPANY STOCK FUND Kenneth Lee and Thomas Zeifang, CFA
WF SMALL CAP FUND Kenneth Lee and Thomas Zeifang, CFA
</TABLE>
C-8
<PAGE>
INCOME FUNDS
WF INCOME FUND
(Modeled on NAF Income Fund)
<TABLE>
<S> <C> <C>
Comparison of: NAF INCOME FUND WHICH WILL REORGANIZE
AND INTO
NAF TOTAL RETURN BOND FUND WF INCOME FUND
AND
NAF PERFORMA STRATEGIC VALUE
BOND FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
NAF INCOME FUND: - provide total return consistent with current income.
NAF TOTAL RETURN BOND - provide total return.
FUND:
NAF PERFORMA STRATEGIC - provide total return by investing primarily in income
VALUE BOND FUND: producing securities.
WF INCOME FUND: - seeks to provide total return consistent with current income.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
NAF INCOME FUND: The Fund's primary investment strategies are substantially the
same as the WF Income Fund described below.
NAF TOTAL RETURN BOND The Fund's primary investment strategies are similar to the WF
FUND: Income Fund described below. In addition, the Fund particularly
seeks strategic diversification. The NAF Total Return Fund
generally invests 65% of its total assets in fixed-income
securities rated, within the 3 highest rating categories, or, if
unrated, of comparable quality.
Normally, the Fund limits its investments to:
- 75% of its total assets in corporate bonds;
- 65% of its total assets in mortgage-backed securities;
- 50% of its total assets in asset-backed securities;
- 25% of its total assets in a single industry of the corporate
market; or
- 5% of its total assets in the corporate bonds of any single
issuer.
The NAF Total Return Fund may invest in U.S. Government
Securities. The average maturity of the Fund will vary between 5
and 15 years, and the Fund's duration normally will vary between
3 and 8 years. The Fund may use options, swap agreements,
interest rate caps, floors and collars, and futures contracts to
manage risk. The Fund also may use options to enhance return.
NAF PERFORMA STRATEGIC The Fund's investment strategies are substantially the same as
VALUE BOND FUND: the NAF Total Return Bond Fund described above and similar to the
WF Income Fund described below.
</TABLE>
C-9
<PAGE>
<TABLE>
<S> <C>
WF INCOME FUND: The Fund invests in a diversified portfolio of debt and
variable-rate debt securities issued by domestic and foreign
issuers. The Fund invests in a broad spectrum of U.S. issues,
including U.S. Government obligations, mortgage- and other
asset-backed securities, and the debt securities of financial
institutions, corporations, and others. The Fund attempts to
increase its performance by applying various fixed-income
management techniques. The Fund combines these techniques with
fundamental economic, credit, and market analysis, while at the
same time controlling total return volatility by targeting the
Fund's duration within a narrow band (between 70% and 130%)
around the duration of the Lipper Corporate A-Rated Debt Average.
Under normal market conditions, the Fund invests:
- up to 70% of its total assets in corporate debt securities
such as bonds, debentures and notes, and other debt securities
that can be converted into or exchanged for common stocks;
- at least 30% of its total assets in U.S. Government
obligations;
- up to 50% of its total assets in mortgage-backed securities
and up to 25% of its assets in asset-backed securities;
- at least 80% of its total assets in investment-grade
securities; and
- up to 20% of its total assets in below investment-grade
securities rated, at the time of purchase, in the fifth highest
long-term rating category assigned by an NRSRO or, if unrated,
of comparable quality.
The Fund also may invest in zero coupon securities and enter into
dollar roll transactions. The Fund invests primarily in
securities with maturities (or average life in the case of
mortgage-backed and similar securities) ranging from overnight to
40 years. It is anticipated that the Fund's portfolio will have
an average dollar-weighted maturity of between 3 and 15 years.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
NAF INCOME FUND Majorie H. Grace, CFA
NAF TOTAL RETURN BOND FUND Richard Merriam, CFA, John Huber, and David Yim*
NAF PERFORMA STRATEGIC VALUE BOND FUND Richard Merriam, CFA, John Huber, and David Yim*
WF INCOME FUND Majorie H. Grace, CFA
</TABLE>
C-10
<PAGE>
WF INTERMEDIATE GOVERNMENT INCOME FUND
(Modeled on NAF Intermediate Government Income Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC U.S. GOVERNMENT INCOME FUND WHICH WILL REORGANIZE INTO
AND WF INTERMEDIATE GOVERNMENT
SC U.S. GOVERNMENT ALLOCATION FUND INCOME FUND
AND
NAF INTERMEDIATE GOVERNMENT
INCOME FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC U.S. GOVERNMENT - seeks a long-term total rate of return through preserving
INCOME FUND: capital and earning high interest income by investing principally
in a portfolio of U.S. Government mortgage pass-through
securities, consisting primarily of securities issued by GNMA,
FNMA and FHLMC.
SC U.S. GOVERNMENT - seeks over the long-term a high level of total return,
ALLOCATION FUND: including net realized an unrealized capital gains and net
investment income, consistent with reasonable risk.
NAF INTERMEDIATE - provide current income, consistent with safety of principal.
GOVERNMENT INCOME FUND:
WF INTERMEDIATE - seeks current income, consistent with safety of principal.
GOVERNMENT INCOME FUND:
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC U.S. GOVERNMENT The Fund actively manages a diversified portfolio of U.S. Government
INCOME FUND: mortgage pass-through securities (including those issued by GNMA,
FNMA, and FHLMC), U.S. Treasury securities and repurchase
agreements. Under normal market conditions, the Fund invests at
least 65% of its total assets in mortgage pass-through securities.
</TABLE>
<TABLE>
<S> <C>
SC U.S. GOVERNMENT The Fund allocates and reallocates assets among long-term U.S.
ALLOCATION FUND: Treasury bonds, intermediate-term U.S. Treasury notes, and
short-term money market instruments. This strategy is based on the
premise that asset classes are at times undervalued or overvalued in
comparison to one another and that investing in undervalued asset
classes offers better long-term, risk-adjusted returns. The Fund
normally invests at least 65% of its total assets in Government
obligations.
The Fund has no minimum investment in any of the three asset classes
and may invest substantially all of its assets in a single asset
class. The allocation may shift at any time.
</TABLE>
<TABLE>
<S> <C>
NAF INTERMEDIATE The Fund's investment strategies are substantially the same as the
GOVERNMENT INCOME WF Intermediate Income Fund described below.
FUND:
</TABLE>
C-11
<PAGE>
<TABLE>
<S> <C>
WF INTERMEDIATE The Fund invests primarily in fixed and variable rate U.S.
GOVERNMENT INCOME Government obligations. Under normal circumstances, the Fund intends
FUND: to invest at least 65% of its total assets in U.S. Government
obligations and may invest up to 35% of its total assets in debt
securities that are not U.S. Government obligations. The Fund
emphasizes the use of intermediate maturity securities to reduce
interest rate risk and use mortgage-backed securities to enhance
yield.
Under normal market conditions, the Fund invests:
- at least 65% of its total assets in U.S. Government obligations;
- up to 50% of its total assets in mortgage-backed securities, and
up to 25% of its total assets in asset-backed securities; and
- up to 10% of its total assets in zero coupon securities.
The Fund may enter into dollar rolls. The Fund may not invest more
than 25% of its total assets in securities issued or guaranteed by
any single agency or instrumentality of the U.S. Government, except
the U.S. Treasury. The Fund will purchase only securities that are
rated, at the time of purchase, within the two highest rating
categories assigned by an NSRO or, if unrated, of comparable
quality.
The Fund may use options, swap agreements, interest rate caps,
floors and collars, and futures contracts to manage risk. The Fund
also may use options to enhance return.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
SC U.S. GOVERNMENT INCOME FUND Scott Smith and Paul Single
SC U.S. GOVERNMENT ALLOCATION FUND Multiple Managers
NAF INTERMEDIATE GOVERNMENT INCOME FUND Marjorie H. Grace, CFA
WF INTERMEDIATE GOVERNMENT INCOME FUND Marjorie H. Grace, CFA
</TABLE>
C-12
<PAGE>
WF LIMITED TERM GOVERNMENT INCOME FUND
(Modeled on SC Short-Intermediate U.S. Government Income Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC SHORT-INTERMEDIATE WHICH WILL REORGANIZE INTO
U.S. GOVERNMENT INCOME FUND WF LIMITED TERM
AND GOVERNMENT INCOME FUND
NAF LIMITED TERM GOVERNMENT
INCOME FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC SHORT-INTERMEDIATE - seeks to provide investors with current income while
U.S. GOVERNMENT FUND: preserving capital by investing primarily in a portfolio
consisting of short to intermediate-term securities issued or
guaranteed by the U.S. Government, its agencies and
instrumentalities.
NAF LIMITED TERM - provide investors with current income while preserving
GOVERNMENT INCOME FUND: capital.
WF LIMITED TERM - seeks to provide investors with current income while
GOVERNMENT INCOME FUND: preserving capital.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC SHORT-INTERMEDIATE The Fund's investment strategies are substantially the same as the
U.S. GOVERNMENT FUND: WF Short-Intermediate U.S Government Income Fund described below.
</TABLE>
<TABLE>
<S> <C>
NAF LIMITED TERM The Fund invests primarily in fixed and variable rate U.S.
GOVERNMENT INCOME Government securities. The Fund normally invests at least 65% of its
FUND: total assets in US. Government securities and may invest up to 35%
of its total asset in other fixed-income securities. The Fund
emphasizes the use of short maturity securities to lessen interest
rate risk and uses mortgage-backed securities to enhance yield.
The Fund limits its investments in:
- mortgage-backed securities to not more than 50% of its total
assets;
- other types of asset-backed securities to not more than 25% of
its total assets;
- zero-coupon securities to not more than 10% of its total assets.
Unlike the WF Short-Intermediate U.S. Government Income Fund, the
Fund limits its investments in securities issued or guaranteed by
any single agency or instrumentality of the U.S. Government, except
the U.S. Treasury, to 25% of its total assets. The Fund invests in
securities that are rated within the 2 highest rating categories
assigned by an NRSRO, or, if unrated, of comparable quality. The
Fund will invest primarily in debt obligations with maturities
ranging from overnight to ten years. The Fund's portfolio normally
has an average dollar-weighted maturity of between 1 and 5 years.
The Fund may use options, swap agreements, interest rate caps,
floors and collars, and futures contracts to manage risk. The Fund
also may use options to enhance return.
</TABLE>
C-13
<PAGE>
<TABLE>
<S> <C>
WF LIMITED TERM The Fund actively manages a diversified portfolio consisting
GOVERNMENT INCOME primarily of short-to intermediate-term U.S. Government obligations.
FUND: The Fund may invest in securities of any maturity. Under ordinary
circumstances, the Fund expects to maintain a dollar-weighted
average maturity of between 2 and 5 years. The Funds seeks to
preserve capital by shortening average maturity when interest rates
are expected to increase and to increase total return by lengthening
maturity when interest rates are expected to fall.
Under normal market conditions, the Fund invests:
- at least 65% of its total assets in U.S. Government obligations
or repurchase agreements collateralized by U.S. Government
obligations;
- in investment grade corporate debt securities including
asset-backed securities;
- no more than 5% of its total assets in securities downgraded
below investment-grade after acquired;
- up to 25% of assets in dollar-denominated debt of U.S. branches
of foreign banks or foreign branches of U.S. banks; and
- in stripped Treasury securities, adjustable-rate mortgage
securities, and adjustable portions of collateralized mortgage
obligations.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
SC SHORT-INTERMEDIATE U.S. GOVERNMENT FUND Paul C. Single and Jacqueline A. Flippin
NAF LIMITED TERM GOVERNMENT INCOME FUND Marjorie H. Grace, CFA
WF LIMITED TERM GOVERNMENT INCOME FUND Paul C. Single and Jacqueline A. Flippin
</TABLE>
C-14
<PAGE>
WF NATIONAL TAX-FREE FUND
(Modeled on NAF Tax-Free Income Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC NATIONAL TAX-FREE FUND WHICH WILL REORGANIZE INTO
AND WF NATIONAL TAX-FREE FUND
NAF TAX-FREE INCOME FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC NATIONAL - seeks to provide investors with current income exempt from federal
TAX-FREE FUND: income tax.
NAF TAX-FREE - provide investors with current income exempt from federal income tax.
INCOME FUND:
WF NATIONAL TAX- - seeks to provide investors with current income exempt from federal
FREE FUND: income tax.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC NATIONAL The Fund's investment strategies are substantially similar to the WF
TAX-FREE FUND: National Tax-Free Fund described below.
</TABLE>
<TABLE>
<S> <C>
NAF TAX-FREE The Fund's investment strategies are substantially the same as the WF
INCOME FUND: National Tax-Free Fund described below. In addition, the Fund normally
limits its investments in issuers located in the same state or in
securities of issuers of municipal securities that economic, business,
or political developments would affect in similar ways to 25% of its
total assets.
WF NATIONAL TAX- The Fund invests primarily in a portfolio of investment grade municipal
FREE FUND: securities. The Fund invests at least 80% of its total assets in
municipal securities paying interest exempt from federal income taxes,
including the federal AMT. The Fund normally invests in municipal
obligations rated in the four highest credit categories by an NSRO.
The average dollar-weighted maturity of the Fund's assets normally will
be between 10 and 20 years, but may vary depending on market conditions.
In general, the longer the maturity of a municipal security, the higher
the rate of interest it pays. However, a longer maturity is generally
associated with a higher level of volatility in the market value of a
security. The Fund emphasizes investments in municipal securities with
interest income rather than stability of the Fund's net asset value.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
SC NATIONAL TAX-FREE FUND Stephen Galiani and Anjanett Pena
NAF TAX-FREE INCOME FUND William T. Jackson, CFA
WF NATIONAL TAX-FREE FUND William T. Jackson, CFA
</TABLE>
C-15
<PAGE>
MONEY MARKET FUNDS
All of the Funds are "money market funds" that seek to maintain a stable net
asset value of $1.00 per share. Each Fund pursues its strategy by maintaining a
portfolio of high-quality money market investments. As money market funds, the
Funds must meet the requirements of SEC Rule 2a-7. The Rule imposes strict
requirements on the investment quality, maturity and diversification of the
Funds' investments. Under Rule 2a-7, the Funds' investments must each have a
remaining maturity of no more than 397 days and must maintain an average
weighted maturity that does not exceed 90 days.
WF CASH INVESTMENT MONEY MARKET FUND
(Modeled on NAF Cash Investment Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC PRIME MONEY MARKET FUND (Administrative, WHICH WILL REORGANIZE INTO
Service and Institutional Classes) WF CASH INVESTMENT MONEY
NAF CASH INVESTMENT FUND MARKET FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC PRIME MONEY MARKET - seeks to provide investors with maximized current income to
FUND: the extent consistent with the preservation of capital and
maintenance of liquidity.
NAF CASH INVESTMENT - high current income, preservation of capital and liquidity.
FUND:
WF CASH INVESTMENT MONEY - seeks high current income, preservation of capital and
MARKET FUND: liquidity.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC PRIME MONEY MARKET The Fund's investment strategies are similar to the WF Cash
FUND: Investment Money Market Fund described below.
</TABLE>
<TABLE>
<S> <C>
NAF CASH INVESTMENT The Fund's investment strategies are substantially the same as the
FUND: WF Cash Investment Money Market Fund described below.
</TABLE>
<TABLE>
<S> <C>
WF CASH INVESTMENT The Fund invests in obligations of financial institutions. The Fund
MONEY MARKET FUND: limits its investments in obligations of financial institutions to
institutions that at the time of investment have total assets in
excess of $1 billion, or the equivalent in other currencies. These
obligations include:
- negotiable certificates of deposit; and
- bank notes, bankers' acceptances and time deposits of U.S. banks
(including savings banks and savings associations), foreign
branches of U.S. banks, foreign banks and their non-U.S.
branches, U.S. branches and agencies of foreign banks, and wholly
owned banking-related subsidiaries of foreign banks.
</TABLE>
C-16
<PAGE>
WF MONEY MARKET FUND
(Modeled on SC Money Market Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC MONEY MARKET FUND WHICH WILL REORGANIZE INTO
AND WF MONEY MARKET FUND
SC PRIME MONEY MARKET FUND
(Class A)
AND
NAF READY CASH INVESTMENT FUND
(Investor and Exchange Classes)
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC MONEY MARKET FUND: - seeks to provide investors with a high level of current
income, while preserving capital and liquidity.
NAF READY CASH - high current income, to extent consistent with the
INVESTMENT FUND: preservation of capital and the maintenance of liquidity.
WF MONEY MARKET FUND: - seeks high current income, while preserving capital and
liquidity.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC MONEY MARKET FUND: The Fund's investment strategies are substantially the same as the
WF Money Market Fund described below.
</TABLE>
<TABLE>
<S> <C>
NAF READY CASH The Fund's investment strategies are similar to the WF Money Market
INVESTMENT FUND: Fund described below. The Fund may invest more than 25% of its total
assets in obligations of financial institutions, but limits its
investments to institutions that have total assets in excess of $1
billion.
</TABLE>
<TABLE>
<S> <C>
WF MONEY MARKET FUND: The Fund actively manages a portfolio of U.S. dollar-denominated
high- quality money market instruments. Under normal market
conditions, the Fund invests in:
- high quality commercial paper;
- negotiable certificates of deposit and banker's acceptances;
- repurchase agreements;
- U.S. Government obligations;
- short-term, U.S. dollar-denominated debt obligations of U.S.
branches of foreign banks and foreign branches of U.S. banks;
- municipal obligations; and
- shares of other money market funds.
</TABLE>
C-17
<PAGE>
WF NATIONAL TAX-FREE MONEY MARKET FUND (CLASS A)
(Modeled on NAF Municipal Money Market Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC NATIONAL TAX-FREE MONEY MARKET FUND WHICH WILL REORGANIZE INTO
(Class A) WF NATIONAL TAX-FREE
AND MONEY MARKET FUND
NAF MUNICIPAL MONEY MARKET FUND (Class A)
(Investor Class)
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC NATIONAL - seeks to provide investors with a high level of income exempt from
TAX-FREE MONEY federal income taxes, while preserving capital and liquidity.
MARKET FUND:
NAF MUNICIPAL - high current income exempt from federal income taxes, while
MONEY MARKET preserving capital and liquidity.
FUND:
WF NATIONAL - seeks high current income exempt from federal income taxes, while
TAX-FREE MONEY preserving capital and liquidity.
MARKET FUND:
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC NATIONAL TAX-FREE The Fund's investment strategies are similar to the WF National
MONEY MARKET FUND: Tax-Free Money Market Fund described below.
NAF MUNICIPAL MONEY The Fund's investment strategies are substantially the same as
MARKET FUND: the WF National Tax-Free Money Market Fund described below.
WF NATIONAL TAX-FREE The Fund invests 100% of its assets in short-term municipal
MONEY MARKET FUND: instruments, including leases. These investments may have fixed,
variable, or floating rates of interest and may be zero coupon
securities. The Fund normally will invest at least 80% of its
total assets in federally tax-exempt instruments whose income may
be subject to the federal AMT. The Fund may invest up to 20% of
its total assets in securities that pay interest income subject
to federal income tax.
The Fund may invest up to 35% of its assets in issuers located in
a single state. The Fund may invest more than 25% of our total
assets in industrial development bonds and in participation
interests in these types of bonds issued by banks.
</TABLE>
C-18
<PAGE>
WF NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
(INSTITUTIONAL AND SERVICE CLASSES)
(Modeled on NAF Municipal Money Market Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC NATIONAL TAX-FREE MONEY WHICH WILL REORGANIZE INTO
MARKET FUND WF NATIONAL TAX-FREE
(Institutional Class) INSTITUTIONAL MONEY
AND MARKET FUND
NAF MUNICIPAL MONEY MARKET FUND (Institutional and Service
(Institutional Class) Classes)
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC NATIONAL TAX-FREE MONEY - seeks to provide investors with a high level of income exempt
MARKET FUND: from federal income taxes, while preserving capital and
liquidity.
NAF MUNICIPAL MONEY MARKET - high current income exempt from federal income taxes, while
FUND: preserving capital and liquidity.
WF NATIONAL TAX-FREE - seeks high current income exempt from federal income taxes,
INSTITUTIONAL MONEY MARKET while preserving capital and liquidity.
FUND:
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC NATIONAL TAX-FREE MONEY MARKET The Fund's investment strategies are similar to the WF
FUND: National Tax-Free Institutional Money Market Fund
described below.
</TABLE>
<TABLE>
<S> <C>
NAF MUNICIPAL MONEY MARKET FUND: The Fund's investment strategies are substantially the
same as the WF National Tax-Free Institutional Money
Market Fund described below.
</TABLE>
<TABLE>
<S> <C>
WF NATIONAL TAX-FREE The Fund invests 100% of its assets in short-term
INSTITUTIONAL MONEY MARKET FUND: municipal instruments, including leases. These
investments may have fixed, variable, or floating rates
of interest and may be zero coupon securities. The Fund
normally will invest at least 80% of its total assets in
federally tax-exempt instruments whose income may be
subject to the federal AMT. The Fund may invest up to 20%
of its total assets in securities that pay interest
income subject to federal income tax. Under normal market
conditions, the Fund may invest up to 35% of its assets
in issuers located in a single state. The Fund may invest
more than 25% of our total assets in industrial
development bonds and in participation interests in these
types of bonds issued by banks.
</TABLE>
C-19
<PAGE>
WF TREASURY PLUS INSTITUTIONAL MONEY MARKET FUND (SERVICE AND INSTITUTIONAL
CLASSES)
(Modeled on SC Treasury Plus Money Market Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC TREASURY PLUS MONEY MARKET FUND WHICH WILL REORGANIZE INTO
(Administrative, Service, and Institutional WF TREASURY PLUS
Classes) INSTITUTIONAL MONEY MARKET
AND FUND
NAF TREASURY PLUS FUND (Service and Institutional
(Institutional Class) Classes)
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC TREASURY PLUS MONEY MARKET - seeks to provide investors with current income and
FUND: stability of principal.
NAF TREASURY PLUS FUND: - provide investors with current income and stability of
principal.
WF TREASURY PLUS - seeks current income and stability of principal.
INSTITUTIONAL MONEY MARKET
FUND:
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC TREASURY PLUS MONEY MARKET The Fund's investment strategies are substantially the
FUND: same as the WF Treasury Plus Institutional Money Market
Fund described below.
</TABLE>
<TABLE>
<S> <C>
NAF TREASURY PLUS FUND: The Fund's investment strategies are substantially the
same as the WF Treasury Plus Institutional Money Market
Fund described below.
</TABLE>
<TABLE>
<S> <C>
WF TREASURY PLUS INSTITUTIONAL The Fund actively manage a portfolio composed of
MONEY MARKET FUND: obligations issued or guaranteed by the U.S. Treasury.
The Fund also invest in notes, repurchase agreements and
other instruments collateralized or secured by Treasury
obligations.
</TABLE>
C-20
<PAGE>
WF GOVERNMENT MONEY MARKET FUND
(Modeled on NAF U.S. Government Fund)
<TABLE>
<S> <C> <C>
Comparison of: SC GOVERNMENT MONEY MARKET FUND WHICH WILL REORGANIZE INTO
AND WF GOVERNMENT MONEY MARKET
NAF U.S. GOVERNMENT FUND FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
SC GOVERNMENT MONEY - seeks to provide investors with a high level of current income
MARKET FUND: as is consistent with preservation of capital and liquidity.
NAF U.S. GOVERNMENT - high current income, while preserving capital and liquidity.
FUND:
WF GOVERNMENT MONEY - seeks high current income, while preserving capital and
MARKET FUND: liquidity.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
SC GOVERNMENT MONEY MARKET The Fund's investment strategies are substantially the same
FUND: as the WF Government Fund described below.
</TABLE>
<TABLE>
<S> <C>
NAF U.S. GOVERNMENT FUND: The Fund's investment strategies are similar to the WF
Government Fund described below.
</TABLE>
<TABLE>
<S> <C>
WF GOVERNMENT MONEY MARKET The Fund actively manages a portfolio composed principally
FUND: of U.S. Government obligations, or repurchase agreements
collateralized by such obligations.
</TABLE>
C-21
<PAGE>
EXHIBIT D--COMPARISON OF SHAREHOLDER SERVICES AND PROCEDURES
The following is a summary comparison of the major shareholder policies and
procedures of the SC Funds, NAF Funds and WF Funds. As you will see, the WF
Funds have adopted substantially similar policies and procedures as the
combining Funds.
HOW DO THE FUNDS' PURCHASE PROCEDURES DIFFER?
As with the SC Funds and NAF Funds, you may purchase shares of the WF Funds
directly from the shareholder servicing and transfer agent by mail and by wire.
You also may purchase shares through certain authorized selling agents,
broker/dealers, banks and other financial institutions. You will be able to
purchase WF Funds by telephone and through a systematic purchase plan.
ARE THE FUNDS OPEN ON THE SAME DAYS?
Yes, the Funds are open on the same days. Purchases and redemptions of
shares of the SC Funds, NAF Funds and WF Funds may be made on any day that the
New York Stock Exchange is open for trading.
HOW DO THE FUNDS' MINIMUM INVESTMENT AMOUNTS COMPARE?
For retail class shares, the Funds have the same minimum initial investment
amounts:
- Initial: $1,000
- Subsequent: $ 100
For Institutional and Service Class shares, the minimum WF Funds' investment
amounts are higher than the NAF Funds minimum investment amount of $100,000. The
WF investment amounts are:
- Initial: $1,000,000 (Institutional Class)
$ 150,000 (Service Class)
- Subsequent: $25,000
The WF Funds may waive the minimum for some Funds purchased through certain
retirement, benefit and pension plans, through certain packaged investment
products, or for certain categories of investors.
DO THE FUNDS OFFER THE SAME CLASSES OF SHARES?
Yes, generally, all the Funds offer the same classes of shares. However, the
SC Funds offer two additional share classes and the NAF Funds offer three
additional share classes for certain investment situations. The WF Funds also
offer one different class.
The SC Funds in this proxy statement/prospectus currently offer seven (7)
classes of shares:
- CLASS A, B, and C shares are offered to the general public;
- ADMINISTRATIVE, SERVICE and INSTITUTIONAL CLASS shares are designed for
clients of investment advisors and bank trust departments, trust companies
and their affiliates; and
- CLASS S shares are offered through certain automatic sweep programs.
D-1
<PAGE>
The NAF Funds currently offer eight (8) classes of shares. While no one NAF
Fund offers more than four classes of shares, each of the classes used in any
NAF Fund is listed below:
- CLASS A, B, and C shares are offered to the general public;
- I CLASS shares are designed for clients of investment advisors and bank
trust departments, trust companies and their affiliates, including
broker-dealers if the Fund does not offer other classes of shares;
- INVESTOR CLASS shares are designed for retail investors;
- INSTITUTIONAL CLASS shares are designed for institutional investors;
- PUBLIC ENTITY CLASS shares are designed primarily for Minnesota public
entities;
- EXCHANGE CLASS shares may only be purchased through exchanges of B shares
of other NAF Funds. Exchange shares automatically convert to Investor
shares when the B shares originally purchased would have converted to A
shares had they not been exchanged.
All of NAF Funds offer Class A and B shares. Only the NAF Income Equity Fund
offers Class C shares. All NAF money market funds, except NAF Ready Cash
Investment Fund, offer Institutional Class shares. NAF Ready Cash Investment
Fund and NAF Municipal Money Market Fund offer Investor shares. All NAF Funds,
other than the NAF Money Market Funds, offer I Class shares.
The WF Funds listed in this proxy statement/prospectus currently offer five
(5) classes of shares:
- CLASS A, B, and C shares are offered to the general public; and
- SERVICE and INSTITUTIONAL CLASS shares are designed for clients of
investment advisors and bank trust departments, trust companies and their
affiliates, including broker-dealers if the Fund does not offer other
classes of shares.
HOW DO SALES CHARGES AND CONVERSION FEATURES COMPARE?
The sales charges for the purchase of the SC Funds and NAF Funds are equal
to the sales charges for the purchase of the WF Funds. In addition, the
conversion features for each class of the SC Funds and NAF Funds (where
applicable) are the same as those of the WF Funds.
CLASS A SHARES
Generally, Class A shares may be purchased at net asset value or NAV, with
an initial sales charge. The following chart shows the sales charges applicable
to the WF Funds' Class A shares.
<TABLE>
<CAPTION>
SALES CHARGE AS A % OF OFFERING SALES CHARGE AS A % OF NET AMOUNT
PRICE INVESTED
AMOUNT OF PURCHASE WF EQUITY FUNDS WF INCOME FUNDS WF EQUITY FUNDS WF INCOME FUNDS
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Up to $50,000 5.75% 4.50% 6.10% 4.71%
$50,000 up to $99,999 4.75% 4.00% 4.99% 4.17%
$100,000 up to $249,999 3.75% 3.50% 3.90% 3.63%
$250,000 to $499,999 2.75% 2.50% 2.83% 2.56%
$500,000 up to $999,999 2.00% 2.00% 2.04% 2.04%
</TABLE>
Certain purchases of Class A Shares may qualify for reduced or eliminated
sales charges. See the Funds' Prospectuses and SAI's for further information
about these options.
D-2
<PAGE>
CLASS B SHARES
You may purchase Class B shares at NAV without an initial sales charge.
Class B shares are subject to a CDSC if you redeem your shares within a certain
period. The following chart shows the CDSC applicable to Class B shares of the
WF Funds.
<TABLE>
<CAPTION>
<S> <C>
CDSC
YEAR SINCE PURCHASE WF FUNDS
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh None
</TABLE>
The WF Funds' Class B shares convert to Class A shares after seven years.
The CDSC for the WF Funds is based on the lower of the NAV of the shares on the
date of the original purchase, or the NAV of the shares on the date of
redemption. For partial redemptions, the WF Funds redeem the least expensive
shares first in order to reduce sales charges.
CLASS C SHARES
WF Funds' Class C shares may be purchased at NAV without an initial sales
charge. Class C shares are subject to a CDSC if you redeem your shares within
the first year you own them.
DO THE FUNDS HAVE A DISTRIBUTION FEE?
Yes, the Funds have adopted plans for the Class B and Class C shares under
SEC Rule 12b-1 that allows the Funds to pay asset-based sales charges or
distribution fees for the distribution and sale of their shares. The WF Funds
have a distribution fee for both classes of shares of 0.75%, which is the same
as the SC Funds and NAF Funds. Because these fees are paid out of the Funds'
assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of fees.
WILL I PAY A SALES CHARGE IN THE REORGANIZATION?
No, the reorganization will not involve any sales charges for the Funds'
shareholders.
HOW DO EXCHANGE PRIVILEGES COMPARE?
The SC Funds, NAF Funds and WF Funds have adopted similar exchange policies.
You may exchange Class A, B, and C shares of the SC Funds, NAF Funds and WF
Funds for the same share classes of other funds. There is no sales charge on
share exchanges. There currently is no limit on the number of exchanges you may
make. Each Fund may limit your ability to exchange shares if you exchange too
often. All Funds may amend or terminate exchange procedures on 60 days' notice.
All exchanges, except for the reorganization exchanges, are taxable
transactions for federal income purposes.
D-3
<PAGE>
HOW DO REDEMPTION PROCEDURES COMPARE?
For all Funds, you may "redeem" your shares (i.e., sell your shares to a
Funds) on any day the Exchange is open. You may redeem shares by mail, telephone
or wire. All redemption orders are effected at the next-determined (usually the
close of regular trading on the Exchange) NAV per share after receipt in the
proper form. All Funds use reasonable procedures to verify that telephone
requests are genuine.
DO THE WF FUNDS ALLOW SYSTEMATIC WITHDRAWALS?
Yes, similarly to the SC Funds and NAF Funds, the WF Funds allow systematic
withdrawals. Under the Systematic Withdrawal Plan for the WF Funds, you can
regularly redeem shares and receive the proceeds by check or by transfer to a
linked bank account. To participate in this program, you:
- must have a Fund account value at $10,000 or more;
- must have your distributions reinvested; and
- may not simultaneously participate in the Systematic Purchase Plan for WF
Funds
It generally takes about ten days to establish a plan once a Fund has
received your instructions. It generally takes about five days to change or
cancel participation in a plan. The Funds automatically cancel your program if
the linked bank account you specified is closed.
DO THE FUNDS DECLARE AND DISTRIBUTE DIVIDENDS THE SAME WAY?
Generally, yes. Similarly to the SC Funds (except for the SC Strategic
Growth and SC Small Cap Funds which declare and pay dividends annually) and NAF
Funds, the WF equity Funds declare and pay any dividends quarterly. The WF
income and money market Funds pay dividends monthly. The WF Funds offer choices
for receiving distributions:
- AUTOMATIC REINVESTMENT OPTION. All distributions of a Fund are
automatically invested in additional shares in the Fund. This option is
automatically assigned to your account unless you specify another plan.
- CHECK PAYMENT OPTION. Allows you to receive checks for distributions
mailed to your address of record or to another address that you have
specified in written, signature guaranteed instructions
The SC Funds and NAF Funds offer additional distribution options. The SC
Funds (Fund Purchase Plan) and NAF Funds (Directed Dividend Option) use
distributions to buy shares at NAV of another SC Fund or NAF Fund of the same
class or a money market fund. The SC Funds' option requires the minimum
investment amount to be satisfied for the Fund in which your distributions are
being transferred and the NAF Funds' option requires $10,000 or more of a Fund's
shares in a single account, in order to participate. The SC Funds offer an
additional option, the Automatic Clearing House Option, which deposits your
dividends and capital gains into any bank account you link to your Fund account
if it is part of the ACH system.
ARE FUND SHARES PRICED THE SAME WAY?
Yes. All Funds determine NAV per share by dividing the total market value of
a Fund's net assets (i.e., the value of its securities and other assets less its
liabilities) by the number of shares outstanding at the time the determination
is made. Each Fund, except the money market funds, determines NAV at the close
of each business day, which is the close of regular trading on the Exchange
(4:00 pm Eastern time/3:00pm Central time/1:00pm Pacific time). The money market
funds generally calculate NAV at 3:00p.m. (Eastern time)/2:00p.m. (Central
time)/12:00 noon (Pacific time). If the markets close early, the Funds may close
early and may value their shares at earlier times under these circumstances.
D-4
<PAGE>
EXHIBIT E--COMPARISON OF INVESTMENT ADVISORS AND INVESTMENT ADVISORY FEES
Wells Fargo Bank serves as investment advisor for each of the SC and WF
Funds. Wells Fargo provides portfolio management and fundamental security
analysis for the Funds. Wells Fargo Bank is located at 525 Market St., San
Francisco, CA 94163. Wells Fargo Bank, founded in 1852, is the oldest bank in
the western United States and is one of the largest banks in the United States.
Wells Fargo Bank is a wholly-owned subsidiary of Wells Fargo & Company, a
national bank holding company. As of December 31, 1998, Wells Fargo and its
affiliates provided advisory services for over $290 billion in assets.
Wells Capital Management Inc. or WCM, a wholly owned subsidiary of Wells
Fargo Bank, is the sub-advisor for each of the SC and WF Funds, except the SC
Asset Allocation, SC U.S. Government Allocation and WF Asset Allocation Funds.
In this capacity, it is responsible for the day-to-day investment management
activities of the Funds. As of December 31, 1998, WCM provided advisory services
for over $39.8 billion in assets.
Norwest Investment Management, Inc. or NIM, which is now a wholly-owned
subsidiary of Wells Fargo & Company, Norwest Center, Sixth Street and Marquette,
Minneapolis, MN 55479, is the investment advisor for each NAF Fund. In this
capacity, NIM makes investment decisions for and administers the Funds'
investment programs.
Galliard Capital Management, Inc., an investment advisory subsidiary of
Norwest Bank, 800 LaSalle Avenue, Suite 2060, Minneapolis, MN 55479, provides
sub-advisory services for the Strategic Value Bond Portfolio in which the Total
Return Bond Fund invests.
Barclays Global Fund Advisors or BGFA, a wholly owned subsidiary of Barclays
Global Investors, N.A. and an indirect subsidiary of Barclays Bank PLC, will be
the sub-advisor for the WF Asset Allocation Fund. In this capacity, it is
responsible for the model that is used to manage the investment portfolio and
the selection of securities for the portfolio. BGFA was created from the
reorganization of Wells Fargo Nikko Investment Advisors, a former affiliate of
Wells Fargo Bank, and is one of the largest providers of index portfolio
management services. As of December 31, 1998, BGFA provided investment advisory
services for $27 billion in assets.
After the reorganization, WCM will be the sub-advisor for the WF Growth, WF
Limited Term Government Income, and WF money market funds, except the WF
National Tax-Free Money Market Fund and WF Government Money Market Fund. NIM
will be the sub-advisor for the WF Income Equity, WF Small Cap, WF Income, WF
Intermediate Government Income, WF Tax-Free Income, WF National Tax-Free Money
Market Fund and WF Government Money Market Fund.
E-1
<PAGE>
The following chart highlights the investment advisory fees charged to each
SC Fund, NAF Fund and WF Fund.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
ADVISORY FEE
FUND (CONTRACTUAL)
<S> <C>
SC Asset Allocation Fund 0.36%
SC Balanced Fund 0.60%
WF ASSET ALLOCATION FUND 0.80%
SC Growth Fund 0.50%
NAF ValuGrowth-SM- Stock Fund 0.78%
WF GROWTH FUND 0.75%
SC Diversified Equity Income Fund 0.50%
NAF Income Equity Fund 0.50%
WF INCOME EQUITY FUND 0.75%
SC Small Cap Fund* 0.60%
SC Strategic Growth Fund* 0.50%
NAF Small Company Stock Fund 0.90%
WF SMALL CAP FUND 0.90%
NAF Income Fund 0.50%
NAF Total Return Bond Fund 0.50%
NAF Performa Strategic Value Bond Fund 0.50%
WF INCOME FUND 0.50%
SC U.S. Government Income Fund 0.50%
SC U.S Government Allocation Fund 0.50%
NAF Intermediate Government Income Fund 0.33%
WF INTERMEDIATE GOVERNMENT INCOME FUND 0.50%
SC Short-Intermediate U.S Government Income Fund 0.50%
NAF Limited Term Government Income Fund 0.33%
WF LIMITED TERM GOVERNMENT INCOME FUND 0.50%
SC National Tax-Free Fund 0.50%
NAF Tax-Free Income Fund 0.50%
WF NATIONAL TAX-FREE FUND 0.40%
SC Prime Money Market Fund 0.25%
(Administrative, Service and Institutional Classes)
NAF Cash Investment Fund* 0.23%
WF CASH INVESTMENT MONEY MARKET FUND 0.25%
SC Money Market Fund 0.40%
SC Prime Money Market Fund (Class A) 0.25%
NAF Ready Cash Investment Fund (Investor and Exchange Class)* 0.33%
WF MONEY MARKET FUND 0.40%
SC Treasury Plus Money Market Fund 0.25%
(Administrative, Service and Institutional Classes)
NAF Treasury Plus Fund (Institutional Class) 0.20%
WF TREASURY PLUS INSTITUTIONAL MONEY MARKET FUND 0.10%
SC National Tax-Free Money Market Fund (Class A) 0.30%
NAF Municipal Money Market Fund (Investor Class) 0.34%
WF NATIONAL TAX-FREE MONEY MARKET FUND (CLASS A) 0.25%
SC National Tax-Free Money Market Fund (Institutional Class) 0.30%
NAF Municipal Money Market Fund (Institutional Class) 0.34%
WF NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND 0.10%
(Institutional and Service Class)
SC Government Money Market Fund 0.25%
NAF U.S. Government Fund 0.14%
WF GOVERNMENT MONEY MARKET FUND 0.35%
</TABLE>
* Reflects Portfolio Investment Advisory Fee
E-2
<PAGE>
EXHIBIT F--COMPARISON OF OTHER SERVICE PROVIDERS
The following is a list of service providers for the SC Funds, NAF Funds and
WF Funds:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
SERVICE PROVIDERS
SERVICE SF FUNDS NAF FUNDS WF FUNDS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisor Wells Fargo Bank NIM Wells Fargo Bank
Subadvisor WCM Galliard WCM, NIM, and BGFA
Distribution Stephens Inc. Forum Stephens Inc.
Administrator Wells Fargo Bank Forum Wells Fargo Bank
Co-Administrator Stephens Inc.
Custodian Wells Fargo Bank Norwest Bank Norwest Bank
Fund Accountant Wells Fargo Bank Forum Forum
Transfer Agent and Dividend Wells Fargo Bank Norwest Bank Boston Financial Data
Disbursing Agent Services, Inc.
Independent Auditors KPMG LLP KPMG LLP KPMG LLP
</TABLE>
F-1
<PAGE>
EXHIBIT G--COMPARISON OF BUSINESS STRUCTURES
The following information provides only a summary of the major differences
between the organizational structure and governing documents of the Funds. The
SC Funds are series of Stagecoach Funds, Inc., which is organized as a Maryland
corporation. The NAF Funds are series of the Norwest Advantage Funds, which is
organized as a Delaware business trust. The WF Funds are series of Wells Fargo
Funds Trust, which is organized as a Delaware business trust.
The responsibilities, powers and fiduciary duties of the Directors of the SC
Funds and the Trustees of the NAF and WF Funds are substantially similar. Each
SC Fund and NAF Fund has procedures available to its respective shareholders for
calling shareholders' meetings for the removal of Trustees or Directors.
Pursuant to Maryland Law, any Director of the SC Funds may be removed, either
with or without cause, at any meeting of shareholders duly called and at which a
quorum is present by the affirmative vote of a majority of the votes entitled to
be cast for the election of Directors. The Trustees of the NAF Funds and the WF
Funds may be removed from office at any meeting of the shareholders by a vote of
shareholders owning at least two-thirds of the outstanding shares. Under the
Trust Instrument of the WF Funds, shareholders do not have the right to remove
Trustees.
The Directors or Trustees of the SC Funds and the NAF Funds are required to
promptly call a special meeting of shareholders when requested to do so in
writing by shareholders owning at least ten percent of the outstanding shares.
The Trustees of the WF Funds are not subject to a comparable requirement. None
of the Funds is required to hold annual meetings of shareholders. Shareholder
meetings normally will be held only when specifically required by federal or
state law.
Except when a larger vote is required by law or by any provision of the
Trust Instrument or By-Laws, the WF Funds, like the SC Funds and NAF Funds,
require a majority of the shares voted in person at a meeting or by proxy to
decide any question at a shareholder's meeting. Unless otherwise required by
law, the SC Funds, NAF Funds and WF Funds require one-third of the shares
entitled to vote on a matter to constitute a quorum for the transaction of
business at a meeting of the shareholders of a Fund. The Funds can adjourn
meetings by the majority vote of any lesser number than that sufficient for a
quorum. Unlike the SC Funds or NAF Funds, WF Fund shareholders do not have the
right to vote on proposed Fund reorganizations, unless otherwise required by
law.
As in the case of the SC and NAF Funds, the WF Fund shares have equal
dividend, distribution, liquidation and voting rights, except that expenses
related to the distribution of the shares of any class (and certain other
expenses such as transfer agency and administration expenses) are borne solely
by those shares. Generally, shares will be voted in the aggregate without
reference to a particular series or class.
The SC Funds, NAF Funds and WF Funds indemnify their officers and Directors
or Trustees to the full extent permitted by law. This indemnification does not
protect these persons against any liability to a Fund or any shareholder to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
satisfaction of such person's office.
G-1
<PAGE>
APPENDIX
[FUNDS]
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 5, 1999
<TABLE>
<S> <C>
STAGECOACH FUNDS THE UNDERSIGNED HEREBY APPPOINTS AND PROXIES OF THE
1111 CENTER STREET UNDERSIGNED, WITH POWER OF SUBSTITUTION AND RESUBSTITUTION,
LITTLE ROCK, AR 72201 TO ATTEND, VOTE AND ACT FOR THE UNDERSIGNED AT THE SPECIAL
NORWEST ADVANTAGE MEETINGS OF SHAREHOLDERS (THE "MEETINGS") OF
FUNDS [ ] OF STAGECOACH FUNDS, INC. ("SC FUNDS")
2 PORTLAND SQUARE AND NORWEST ADVANTAGE FUNDS, INC. ("NAF FUNDS") TO BE HELD
PORTLAND, ME 041011 AT AND ON THURSDAY, AUGUST 5, 1999, AND AT ANY
ADJOURNMENT(S) THEREOF. THE PROXIES SHALL CAST VOTES
ACCORDING TO THE NUMBER OF SHARES OF THE PORTFOLIO
IDENTIFIED BELOW WHICH THE UNDERSIGNED MAY BE ENTITLED TO
VOTE WITH RESPECT TO THE PROPOSALS SET FORTH BELOW, IN
ACCORDANCE WITH THE SPECIFICATION INDICATED, IF ANY, AND
SHALL HAVE ALL THE POWERS WHICH THE UNDERSIGNED WOULD
POSSESS IF PERSONALLY PRESENT. THE UNDERSIGNED HEREBY
REVOKES ANY PRIOR PROXY TO VOTE AT SUCH MEETINGS, AND HEREBY
RATIFIES AND CONFIRMS ALL THAT SAID PROXIES, OR ANY OF THEM,
MAY LAWFULLY DO BY VIRTUE HEREOF OR THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF
SPECIAL MEETINGS OF SHAREHOLDERS OF THE PORTFOLIO AND THE
COMBINED PROXY STATEMENT/PROSPECTUS, DATED MAY 22, 1999.
</TABLE>
THIS PROXY IS SOLICITED BY AND THE PROPOSAL IS PROPOSED BY THE BOARDS OF
DIRECTORS OF THE SC FUNDS AND THE NAF FUNDS, WHICH UNANIMOUISLY RECOMMENDED THAT
YOU VOTE IN FAVOR OF THE PROPOSAL. FOR YOUR CONVENIENCE YOU MAY VOTE BY CALLING
D.F. KING & CO., INC TOL-FREE AT 1-800-326-3066 FROM 5 A.M. TO 6:00 P.M.
[PACIFIC] TIME. YOU MAY ALSO VOTE BY FAXING THE PROXY BALLOT TO D.F. KING & CO.
AT 212-269-2796 OR BY MAILING IT IN THE ENCLOSED POSTAGE PAID ENVELOPE. YOU MAY
ALSO VOTE ON THE INTERNET AT www.proxyvote.com. PLEASE MAKE SURE YOU MARK, SIGN
AND DATE YOUR PROXY CARD. A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE VOTE
WILL BE MAILED TO YOU.
THE PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTIONS TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
PLEASE SIGN BELOW EXACTLY AS YOUR NAME(S) SHOULD APPEAR(S) HEREON. CORPORATE
PROXIES SHOULD BE SINGED IN FULL CORPORATE NAME BY AN AUTHORIZED OFFICER, EACH
JOINT OWNER SHOULD SIGN PERSONALLY, FIDUCIARIES SHOULD GIVE FULL TITLES AS SUCH.
G-2
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
Acquisition of the assets of the Stagecoach Funds and Norwest Advantage Funds by
and in exchange for shares of the Wells Fargo Funds as described below:
<TABLE>
<CAPTION>
STAGECOACH FUNDS NORWEST ADVANTAGE FUNDS WELLS FARGO FUNDS TRUST
111 Center Street 2 PORTLAND SQUARE 111 CENTER STREET
Little Rock, AR 72211 PORTLAND, ME 04101 LITTLE ROCK, AR 72211
- ----------------------------------------------------------------------------------------------------
will reorganize into
SC FUND NAF FUND WF FUND
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Asset Allocation Fund
Balanced Fund -- Asset Allocation Fund
- ----------------------------------------------------------------------------------------------------
Growth Fund ValuGrowth-SM- Stock Fund Growth Fund
- ----------------------------------------------------------------------------------------------------
Diversified Equity Income Fund Income Equity Fund Income Equity Fund
- ----------------------------------------------------------------------------------------------------
Small Cap Fund
Strategic Growth Fund Small Company Stock Fund Small Cap Fund
- ----------------------------------------------------------------------------------------------------
Income Fund
-- Total Return Bond Fund
Performa Strategic Value Bond Fund Income Fund
- ----------------------------------------------------------------------------------------------------
U.S. Government Income Fund Intermediate Government Income Intermediate Government
U.S. Government Allocation Fund Fund Income Fund
- ----------------------------------------------------------------------------------------------------
Short-Intermediate U.S. Limited Term Government Income Limited Term Government
Government Income Fund Fund Income Fund
- ----------------------------------------------------------------------------------------------------
National Tax-Free Fund Tax-Free Income Fund Tax-Free Income Fund
- ----------------------------------------------------------------------------------------------------
Prime Money Market Fund
(Administrative, Service and Cash Investment Fund Cash Investment Money Market
Institutional Classes) Fund
- ----------------------------------------------------------------------------------------------------
Prime Money Market Fund Ready Cash Investment Fund
(Class A) (Investor and Exchange Classes) Prime Investment Money
Money Market Fund Market Fund
- ----------------------------------------------------------------------------------------------------
National Tax-Free Money Market Municipal Money Market Fund National Tax-Free Money
Fund (Class A) (Investor Class) Market Fund (Class A)
- ----------------------------------------------------------------------------------------------------
National Tax-Free Money Market Municipal Money Market Fund National Tax-Free
Fund (Institutional Class) (Institutional Class) Institutional Money Market
Fund
(Service and Institutional
Classes)
- ----------------------------------------------------------------------------------------------------
Treasury Plus Money Market Fund Treasury Plus Fund Treasury Plus Institutional
(Administrative, Service and (Institutional Class) Money Market Fund
Institutional Classes) (Service and Institutional
Classes)
- ----------------------------------------------------------------------------------------------------
Government Money Market Fund U.S. Government Fund Government Money Market Fund
- ----------------------------------------------------------------------------------------------------
</TABLE>
This Statement of Additional Information or SAI relating to the proposed
transfer of the assets of the SC Funds and NAF Funds to the WF Funds in exchange
for shares of the WF Funds consists of this cover page and the following
described documents, each of which is attached hereto:
(1) The SAIs for the WF Funds dated [________], 1999.
(2) Report of Independent Accountants and financial statements of the WF
Funds as of [________], 1999, contained in the WF Funds' SAIs.
S-1
<PAGE>
(3) Unaudited financial statements of the WF Funds as of [________], 1999.
(4) Report of Independent Auditors and financial statements of the SC
Funds as of [________], 1999.
(5) Report of Independent Auditors and financial statements of the NAF
Funds as of [________], 1999.
(6) Unaudited pro forma combined financial information as of [________],
1999. The pro forma financial statements give effect to the
reorganization as if it had occurred for the periods presented.
This SAI is not a prospectus and should be read in conjunction with the
Funds' Prospectus, dated May 25, 1999. A Prospectus/Proxy Statement dated
[________], 1999 relating to the above referenced matter may be obtained without
charge by calling 1-800-222-8222 or writing to Wells Fargo Funds Trust, P.O. Box
7066, San Francisco, CA 94120-7066. This SAI relates to and should be read in
conjunction with, such Prospectus/Proxy Statement.
This SAI is dated [________], 1999.
S-2
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE
VALUGROWTH STOCK STAGECOACH PRO FORMA PRO FORMA
FUND GROWTH FUND ADJUSTMENTS COMBINED
---------------- --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $452,435,458 $414,312,228 $866,747,686
Cash 1,927,142 6,471 1,933,613
Receivables:
Dividends and Interest 581,527 427,135 1,008,662
Fund shares sold 63,699 2,500 66,199
Investment securities sold 14,022,811 0 14,022,811
Organization expenses, net of amortization 0 3,789 3,789
Prepaid expenses 0 4,584 4,584
TOTAL ASSETS 469,030,637 414,756,707 883,787,344
LIABILITIES
Payables:
Distribution to shareholders 96,138 0 96,138
Fund shares redeemed 5,949,734 12,882 5,962,616
Due to distributor 5,168 197,743 202,911
Due to advisor 373,063 337,211 710,274
Daily variation margin on futures and options 3,660,000 0 3,660,000
Other 24,945 98,510 123,455
TOTAL LIABILITIES 10,109,048 646,346 10,755,394
TOTAL NET ASSETS $458,921,589 $414,110,361 $873,031,950
Net assets consist of:
Paid-in capital $242,956,835 $267,269,767 $510,226,602
Undistributed net investment income (loss) (115,164) (109,000) (224,164)
Undistributed net realized gain (loss)
on investments 75,316,866 58,013,072 133,329,938
Net unrealized appreciation (depreciation)
of investments 140,763,052 88,936,522 229,699,574
TOTAL NET ASSETS $458,921,589 $414,110,361 $873,031,950
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 21,495,822 $342,105,239 $363,601,061
Shares outstanding - Class A 843,935 14,452,942 64,178(a) 15,361,055
Net asset value per share - Class A $ 25.47 $ 23.67 $ 23.67
Maximum offering price per share - Class A $ 26.95 $ 24.98 $ 24.98
Net Assets - Class B $ 8,557,355 $ 16,393,183 $ 24,950,538
Shares outstanding - Class B 344,994 590,536 (36,786)(a) 898,744
Net asset value and offering price per
share - Class B $ 24.80 $ 27.76 $ 27.76
Net Assets - Institutional Class $428,868,412 $ 55,611,939 $484,480,351
Shares outstanding - Institutional Class 16,859,467 3,314,817 8,701,012(a) 28,875,296
Net asset value and offering price per
share - Institutional Class $ 25.44 $ 16.78 $ 16.78
INVESTMENT AT COST $311,672,406 $325,375,706 $637,048,112
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(SEE S-77)
S-3
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION> NORWEST
ADVANTAGE
VALUGROWTH STAGECOACH PRO FORMA PRO FORMA
INVESTMENT INCOME STOCK FUND GROWTH FUND ADJUSTMENTS COMBINED
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dividends $ 7,985,409 $ 5,618,628 $ 13,604,037
Interest 1,287,634 746,835 2,034,469
Securities lending income 164,319 0 164,319
TOTAL INVESTMENT INCOME 9,437,362 6,365,463 15,802,825
EXPENSES
Advisory fees 4,690,810 1,890,240 814,620 (b) 7,395,670
Administration fees 601,424 280,126 597,584 (b) 1,479,134
Custody fees 75,142 68,786 53,290 (b) 197,218
Shareholder serv fees 0 1,221,639 1,307,113 (b) 2,528,752
Portfolio accounting fees 80,000 143,509 (143,509)(b) 80,000
Transfer agency fees 1,503,556 560,421 (1,033,114)(b) 1,030,863
Distribution fees 83,607 426,569 (319,588)(b) 190,588
Organization costs 0 2,701 0 2,701
Legal and audit fees 20,783 69,421 (22,551)(b) 67,653
Registration fees 105,826 71,306 0 177,132
Directors' fees 8,444 3,831 (5,846)(b) 6,429
Shareholder reports 41,006 102,241 (14,325)(b) 128,922
Other 11,987 17,585 (1,479)(b) 28,093
TOTAL EXPENSES 7,222,585 4,858,375 13,313,155
Less:
Waived fees and reimbursed expenses fees (1,147,668) (26,901) (1,362,848)(c) (2,537,417)
NET EXPENSES 6,074,917 4,831,474 10,775,738
NET INVESTMENT INCOME (LOSS) 3,362,445 1,533,989 5,027,087
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of investments 64,339,625 53,123,219 117,462,844
Net change in unrealized appreciation
(depreciation) of investments (24,941,249) 25,159,238 217,989
NET GAIN (LOSS) ON INVESTMENTS 39,398,376 78,282,457 117,680,833
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 42,760,821 $79,816,446 $122,707,920
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Stagecoach Growth Fund and Norwest Advantage ValuGrowth Stock Fund
are merging to form the Wells Fargo Growth Fund, historical accounting
data from the Stagecoach Growth Fund will be kept.
(a) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(b) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(c) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(SEE S-77)
S-4
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE VALUGROWTH
STOCK FUND AND STAGECOACH GROWTH FUND(a)
<TABLE>
<CAPTION>
NORWEST
(UNAUDITED) NOVEMBER 30, 1998 ADVANTAGE STAGECOACH PRO FORMA
VALUGROWTH STOCK FUND GROWTH FUND COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C>
COMMON STOCKS
AEROSPACE
20,084 Boeing Company $ 0 $ 815,913 $ 815,913
AUTOMOBILE & RELATED
195,000 CNF Transportation $ 6,959,063 $ 0 $ 6,959,063
42,400 Ford Motor Company 0 2,342,600 2,342,600
$ 6,959,063 $ 2,342,600 $ 9,301,663
COMPUTER SOFTWARE
18,000 Compuware Corporation $ 0 $ 1,120,500 $ 1,120,500
64,286 Hewlett-Packard Company 0 4,033,940 4,033,940
194,600 HNC Software, Incorporated 6,421,800 0 6,421,800
130,508 Intel Corporation 7,038,675 7,007,249 14,045,924
112,000 Legato Systems, Incorporated 5,355,000 0 5,355,000
175,168 Microsoft Corporation 6,326,920 15,043,576 21,370,496
163,500 National Data Corporation 6,110,813 0 6,110,813
200,000 Parametric Technology Company 3,400,000 0 3,400,000
95,000 Sun Microsystems, Incorporated 7,035,938 0 7,035,938
$ 41,689,146 $ 27,205,265 $ 68,894,411
COMPUTER SYSTEMS
249,551 Cisco Systems Incorporated $ 7,336,776 $ 11,473,130 $ 18,809,906
295,000 Compaq Computer Corporation 6,402,500 3,185,000 9,587,500
243,800 EMC Corporation 8,859,500 8,816,000 17,675,500
59,362 International Business Machines Corporation 0 9,794,730 9,794,730
145,900 Jabil Circuit, Incorporated 8,462,200 0 8,462,200
$ 31,060,976 $ 33,268,860 $ 64,329,836
CONSUMER BASIC
132,000 American Home Products $ 7,029,000 $ 0 $ 7,029,000
39,800 Bestfoods 0 2,313,375 2,313,375
51,400 Colgate-Palmolive Company 0 4,401,125 4,401,125
170,156 Dupont (E.I.) de Nemours 5,885,575 4,111,090 9,996,665
65,400 Home Depot Incorporated 0 3,253,650 3,253,650
141,902 Johnson & Johnson 6,662,500 4,867,038 11,529,538
247,258 Monsanto Corporation 7,354,219 3,849,659 11,203,878
154,844 Procter & Gamble Corporation 8,780,025 4,788,181 13,568,206
74,200 Sara Lee Corporation 0 4,331,425 4,331,425
44,400 Schering-Plough Corporation 0 4,723,050 4,723,050
$ 35,711,319 $ 36,638,593 $ 72,349,912
CONSUMER DISCRETIONARY
155,706 Allied Signal Incorporated $ 0 $ 6,851,064 $ 6,851,064
202,000 Borders Group, Incorporated 4,898,500 0 4,898,500
203,620 Coca-Cola Company 5,121,569 9,144,558 14,266,127
295,836 Gillette Company 9,902,288 3,687,679 13,589,967
367,000 International Home Foods, Incorporated 7,202,375 0 7,202,375
220,400 Mattel Incorporated 6,428,625 1,188,950 7,617,575
185,700 Newell Company 8,217,225 0 8,217,225
232,500 PepsiCo, Incorporated 8,994,844 0 8,994,844
163,850 Service Corporation International 0 6,123,894 6,123,894
$ 50,765,426 $ 26,996,145 $ 77,761,571
ENERGY & RELATED
162,373 Chevron Corporation $ 8,362,500 $ 5,215,942 $ 13,578,442
61,000 Conoco Incorporated 0 1,444,938 1,444,938
118,100 Consolidated Natural Gas Company 6,414,305 0 6,414,305
106,878 Exxon Corporation 0 8,022,530 8,022,530
52,448 FPL Group Incorporated 0 3,212,440 3,212,440
159,874 Mobil Corporation 9,308,250 4,470,890 13,779,140
111,216 Royal Dutch Petroleum ADR 0 5,227,152 5,227,152
222,776 Schlumberger Limited 8,128,656 1,826,646 9,955,302
58,254 Texaco Incorporated 0 3,353,246 3,353,246
82,930 Williams Companies Incorporated 0 2,389,421 2,389,421
$ 32,213,711 $ 35,163,205 $ 67,376,916
ENTERTAINMENT & LEISURE
162,300 Fox Entertainment Group Incorporated $ 0 $ 3,834,338 $ 3,834,338
398,300 Patriot American Hospitality, Incorporated 2,937,463 0 2,937,463
261,819 Walt Disney Company 5,144,174 3,283,125 8,427,299
$ 8,081,637 $ 7,117,463 $ 15,199,100
FINANCE & RELATED
331,296 Allstate Corporation $ 8,806,075 $ 4,694,237 $ 13,500,312
195,614 American International Group Incorporated 5,817,378 12,570,338 18,387,716
109,338 Banc One Corporation 0 5,610,406 5,610,406
179,135 BankAmerica Corporation 11,677,363 0 11,677,363
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-5
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE VALUGROWTH
STOCK FUND AND STAGECOACH GROWTH FUND(a)
<TABLE>
<CAPTION>
NORWEST
(UNAUDITED) NOVEMBER 30, 1998 ADVANTAGE STAGECOACH PRO FORMA
VALUGROWTH STOCK FUND GROWTH FUND COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C>
61,864 Charles Schwab Corporation 0 3,487,583 3,487,583
233,960 Chase Manhattan Corporation 3,457,343 11,384,494 14,841,837
79,900 Chubb Corporation 5,597,994 0 5,597,994
181,000 Citigroup, Incorporated 9,083,937 0 9,083,937
135,260 Federal Home Loan Mortgage Corporation 0 8,183,230 8,183,230
191,876 Federal National Mortgage Association 8,118,900 5,840,079 13,958,979
156,580 First Union Corporation 9,512,235 0 9,512,235
157,200 Franklin Resources, Incorporated 6,720,300 0 6,720,300
4,900 General Re Corporation 0 1,144,150 1,144,150
121,826 Household International Incorporated 0 4,766,442 4,766,442
69,000 Merrill Lynch & Company, Incorporated 5,175,000 0 5,175,000
124,450 State Street Corporation 8,540,381 0 8,540,381
40,600 Sunamerica Incorporated 0 3,217,550 3,217,550
255,000 U.S. Bancorp 9,387,188 0 9,387,188
$ 91,894,094 $ 60,898,509 $152,792,603
FOOD & RELATED
29,200 McDonald's Corporation $ 0 $ 2,045,825 $ 2,045,825
129,197 Philip Morris Companies Incorporated 0 7,226,957 7,226,957
46,300 Safeway Incorporated 0 2,445,219 2,445,219
$ 0 $ 11,718,001 $ 11,718,001
GENERAL BUSINESS
237,370 American Power Conversion Corporation $ 9,821,184 $ 0 $ 9,821,184
240,000 Carnival Corporation 8,280,000 0 8,280,000
460,000 CellStar Corporation 2,961,250 0 2,961,250
254,000 Cerner Corporation 6,667,500 0 6,667,500
47,800 Clear Channel Communications 0 2,234,650 2,234,650
139,600 Ecolab, Incorporated 4,318,875 0 4,318,875
487,800 Electronics for Imaging, Incorporated 13,079,137 0 13,079,137
70,000 Emerson Electric Company 4,550,000 0 4,550,000
72,680 Gannett Incorporated 0 4,692,403 4,692,403
320,000 Gartner Group, Incorporated 6,920,000 0 6,920,000
293,142 General Electric Company 9,050,000 17,479,351 26,529,351
422,200 Gentex Corporation 7,757,925 0 7,757,925
106,300 Philips Electronics N.V. 6,730,119 0 6,730,119
11,948 Tribune Company 0 766,166 766,166
24,200 United Technologies Corporation 0 2,593,938 2,593,938
78,800 Xerox Corporation 6,557,500 1,913,500 8,471,000
$ 86,693,490 $ 29,680,008 $116,373,498
INTERNATIONAL STOCKS
47,300 News Corporation Limited ADR $ 0 $ 1,324,400 $ 1,324,400
MANUFACTURING - PROCESSING
76,100 AES Corporation $ 0 $ 3,481,575 $ 3,481,575
91,816 Aluminum Company of America 0 6,805,861 6,805,861
172,488 Danaher Corporation 0 7,869,765 7,869,765
25,000 Ingersoll Rand Company 0 1,170,313 1,170,313
64,100 Tyco International Limited 0 4,218,581 4,218,581
$ 0 $ 23,546,095 $ 23,546,095
MEDICAL EQUIPMENT & SUPPLIES
66,872 Abbott Laboratories $ 0 $ 3,209,856 $ 3,209,856
183,622 Baxter International Incorporated 6,991,875 4,679,598 11,671,473
155,000 Becton, Dickinson & Company 6,587,500 0 6,587,500
101,570 Guidant Corporation 6,865,000 1,850,976 8,715,976
97,374 Honeywell, Incorporated 7,783,834 0 7,783,834
76,800 Medtronic Incorporated 3,804,038 1,394,363 5,198,401
$ 32,032,247 $ 11,134,793 $ 43,167,040
PHARMACEUTICALS
62,292 Bristol Myers Squibb Company $ 0 $ 7,634,663 $ 7,634,663
19,154 Lilly (Eli) & Company 0 1,717,874 1,717,874
102,700 Merck & Company Incorporated 8,518,125 7,387,538 15,905,663
73,890 Pfizer Incorporated 0 8,247,971 8,247,971
140,000 Watson Pharmaceuticals 7,542,500 0 7,542,500
$ 16,060,625 $ 24,988,046 $ 41,048,671
REAL ESTATE INVESTMENT TRUST
242,147 Equity Office Properties $ 6,083,942 $ 0 $ 6,083,942
RETAIL & RELATED
32,000 Consolidated Stores Corporation $ 688,000 $ 0 $ 688,000
106,620 Dayton Hudson Corporation 0 4,797,900 4,797,900
18,200 Gap Incorporated 0 1,338,838 1,338,838
94,900 May Department Stores Company 5,723,656 0 5,723,656
229,352 Wal-Mart Stores Incorporated 6,778,125 10,494,948 17,273,073
$ 13,189,781 $ 16,631,686 $ 29,821,467
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-6
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE VALUGROWTH
STOCK FUND AND STAGECOACH GROWTH FUND(a)
<TABLE>
<CAPTION>
NORWEST
(UNAUDITED) NOVEMBER 30, 1998 ADVANTAGE STAGECOACH PRO FORMA
VALUGROWTH STOCK FUND GROWTH FUND COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C>
TELECOMMUNICATIONS
57,314 American Telephone & Telegraph Corporation $ 0 $ 3,571,379 $ 3,571,379
93,152 Bell Atlantic Corporation 0 5,181,580 5,181,580
249,994 Ericsson LM ADR 0 6,906,084 6,906,084
83,346 GTE Corporation 0 5,167,452 5,167,452
50,892 Lucent Technologies Incorporated 0 4,379,893 4,379,893
103,124 MCI Worldcom Incorporated 0 6,084,316 6,084,316
$ 0 $ 31,290,704 $ 31,290,704
UTILITIES
108,886 Edison International $ 0 $ 2,994,365 $ 2,994,365
35,000 Houston Industries Incorporated 0 1,106,875 1,106,875
70,735 Northern Telecom Limited ADR 0 3,302,440 3,302,440
134,536 Pacific Gas & Electric Company 0 4,162,208 4,162,208
165,504 SBC Communications 0 7,933,848 7,933,848
$ 0 $ 19,499,736 $ 19,499,736
TOTAL COMMON STOCKS $452,435,457 $400,260,022 $852,695,479
UNIT INVESTMENT TRUSTS
79,800 Standard & Poor's Depositary Receipt $ 0 $ 9,294,206 $ 9,294,206
WARRANTS
28 Jan Bell Marketing, Incorporated $ 1 $ 0 $ 1
REPURCHASE AGREEMENTS
Goldman Sachs Pooled Repurchase Agreement - 102%
$4,388,000 Collateralized by U.S. Government Securities $ 0 $ 4,388,000 $ 4,388,000
JP Morgan Securities Incorporated Repurchase
Agreement - 102% Collateralized by 0 370,000 370,000
370,000 U.S. Government Securities
TOTAL SHORT-TERM INVESTMENTS $ 0 $ 4,758,000 $ 4,758,000
TOTAL INVESTMENTS IN SECURITIES $452,435,458 $414,312,228 $866,747,686
(Combined Cost $637,048112)
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the
Funds are Merged.
(b) See historical financial statements and footnotes thereto of
each of the Funds regarding valuation of securities.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-7
<PAGE>
WELLS FARGO FUNDS - INCOME EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
STAGECOACH NORWEST
DIVERSIFIED EQUITY ADVANTAGE INCOME PRO FORMA PRO FORMA
INCOME FUND EQUITY FUND ADJUSTMENTS COMBINED
--------------------------------------------------------------- ---------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value
(see cost below) $236,473,517 $1,504,268,776 $1,740,742,293
Cash 6,142 0 6,142
Receivables:
Dividends and Interest 727,316 13,475 740,791
Fund shares sold 2,095 3,382,414 3,384,509
Investment securities sold 1,799,547 0 1,799,547
Due from advisor 0 0 4,139 (b) 4,139
Organization expenses, net of amortization 4,139 11,357 (4,139)(b) 11,357
TOTAL ASSETS 239,012,756 1,507,676,022 1,746,688,778
LIABILITIES
Payables:
Investment securities purchased 502,765 0 502,765
Distribution to shareholders 0 8,922 8,922
Fund shares redeemed 32,463 1,672,575 1,705,038
Due to distributor 130,509 76,511 207,020
Due to advisor 196,808 305,380 502,188
Other 82,951 72,171 155,122
TOTAL LIABILITIES 945,496 2,135,559 3,081,055
TOTAL NET ASSETS $238,067,260 $1,505,540,463 $1,743,607,723
NET ASSETS CONSIST OF:
Paid-in capital $179,154,905 $1,134,735,612 $1,313,890,517
Undistributed net investment income (loss) 596,421 3,361,806 3,958,227
Undistributed net realized gain (loss)
on investments 24,440,949 5,299,867 29,740,816
Net unrealized appreciation (depreciation)
of investments 33,874,985 362,143,178 396,018,163
TOTAL NET ASSETS $238,067,260 $1,505,540,463 $1,743,607,723
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $174,044,375 $ 86,900,348 $ 260,944,723
Shares outstanding - Class A 9,949,056 2,086,097 (5,772,172)(c) 6,262,981
Net asset value per share - Class A $ 17.49 $ 41.66 $ 41.66
Maximum offering price per share - Class A $ 18.46
Net Assets - Class B $ 64,022,885 $ 82,770,746 $ 146,793,631
Shares outstanding - Class B 3,910,859 1,990,547 (2,371,158)(c) 3,530,248
Net asset value and offering price per
share - Class B $ 16.37 $ 41.58 $ 41.58
Net Assets - Class C $ 12,002 $ 12,002
Shares outstanding - Class C 281 281
Net asset value and offering price per
share - Class C $ 42.58 $ 42.58
Net Assets - Institutional Class $1,335,857,367 $1,335,857,367
Shares outstanding - Institutional Class 32,071,380 32,071,380
Net asset value and offering price per
share - Institutional Class $ 41.65 $ 41.65
INVESTMENT AT COST $202,598,532 $1,142,125,598 $1,344,724,130
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-8
<PAGE>
WELLS FARGO FUNDS - INCOME EQUITY FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST
DIVERSIFIED EQUITY ADVANTAGE INCOME CORE-GATEWAY PRO FORMA PRO FORMA
INVESTMENT INCOME INCOME FUND EQUITY FUND ADJUSTMENTS(a) ADJUSTMENTS COMBINED
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dividends $ 7,016,776 $ 27,518,284 $ 34,535,060
Interest 653,187 1,169,038 1,822,225
Securities lending income 0 215,638 215,638
Net expenses from master/core
portfolios 0 (7,003,418) 7,003,418 0
TOTAL INVESTMENT INCOME 7,669,963 21,899,542 36,572,923
EXPENSES
Advisory fees 1,318,662 0 6,582,483 3,950,881 (d) 11,852,026
Administration fees 180,065 658,254 658,248 873,838 (d) 2,370,405
Custody fees 55,044 0 142,099 118,911 (d) 316,054
Shareholder serv fees 791,197 0 0 209,577 (d) 1,000,774
Portfolio accounting fees 114,244 39,500 55,383 (129,127)(d) 80,000
Transfer agency fees 369,225 3,291,267 0 (2,295,364)(d) 1,365,128
Distribution fees 504,386 648,382 0 (170,817)(d) 981,951
Organization costs 2,599 11,920 2,065 (4,664)(d) 11,920
Legal and audit fees 69,890 38,487 15,107 (30,871)(d) 92,613
Registration fees 45,940 188,148 0 0 234,088
Directors' fees 3,831 17,491 3,223 (18,116)(d) 6,429
Shareholder reports 94,848 88,016 0 (18,286)(d) 164,578
Other 22,345 13,402 14,060 (2,490)(d) 47,316
TOTAL EXPENSES 3,572,276 4,994,867 18,523,283
Less:
Waived fees and reimbursed
expenses fees (37,732) (326,200) (469,250) (2,275,079)(e) (3,108,261)
NET EXPENSES 3,534,544 4,668,667 15,415,021
NET INVESTMENT INCOME (LOSS) 4,135,419 17,230,875 21,157,902
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on
sale of investments 22,837,294 8,579,327 31,416,621
Net change in unrealized appreciation
(depreciation) of investments (12,155,524) 170,845,783 158,690,259
NET GAIN (LOSS) ON INVESTMENTS 10,681,770 179,425,110 190,106,880
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 14,817,189 $196,655,985 $211,264,782
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Stagecoach Diversified Equity Income Fund and Norwest Advantage
Income Equity Fund are merging to form the Wells Fargo Income Equity Fund,
historical accounting data from the Norwest Advantage Income Equity Fund
will be kept.
(a) The Norwest Advantage Income Equity Fund, a "Gateway Fund", invests in
securities through a "Core Portfolio", the Norwest Advantage Income Equity
Portfolio. Expenses allocated from the Core Portfolio to the Gateway Fund
over the year ended November 30, 1998 have been disbursed according to the
percentage of each expense at the Core Portfolio level.
(b) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(c) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(d) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(e) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-9
<PAGE>
WELLS FARGO FUNDS - INCOME EQUITY FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH DIVERSIFIED EQUITY INCOME FUND
AND NORWEST ADVANTAGE INCOME EQUITY PORTFOLIO(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST
DIVERSIFIED ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 EQUITY INCOME EQUITY PRO FORMA
INCOME FUND PORTFOLIO COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b) VALUE(b)(c) VALUES(b)
<S> <C> <C> <C> <C>
COMMON STOCKS
AUTOMOBILE & RELATED
115,000 Dana Corporation $ 4,485,000 $ 0 $ 4,485,000
50,000 Eaton Corporation 3,415,625 0 3,415,625
60,000 Ford Motor Company 3,315,000 0 3,315,000
128,000 Genuine Parts Company 4,216,000 0 4,216,000
$ 15,431,625 $ 0 $ 15,431,625
CAPITAL GOODS
575,978 General Electric Company $ 2,262,500 $ 49,863,509 $ 52,126,009
98,000 New Century Energies 4,710,125 0 4,710,125
Incorporated
604,100 Public Service Enterprise 0 23,559,900 23,559,900
Group, Incorporated
50,000 Raytheon Company 2,734,375 0 2,734,375
60,000 Thomas & Betts Corporation 2,598,750 0 2,598,750
98,000 USEC Incorporated 1,329,125 0 1,329,125
719,832 Waste Management Incorporated 1,715,000 29,147,797 30,862,797
$ 15,349,875 $ 102,571,206 $ 117,921,081
CONSUMER - DISCRETIONARY
92,000 Consolidated Stores Corporation $ 1,978,000 $ 0 $ 1,978,000
930,500 Dupont (E.I.) de Nemours 4,700,000 49,966,875 54,666,875
and Company
25,000 Estee Lauder Automatic 1,743,750 0 1,743,750
Common Exchange
Securities Trust
$ 8,421,750 $ 49,966,875 $ 58,388,625
ENERGY & RELATED
605,200 Atlantic Richfield Corporation $ 4,455,500 $ 35,790,300 $ 40,245,800
458,750 Chevron Corporation 0 38,362,969 38,362,969
139,400 Conoco Incorporated 3,302,038 0 3,302,038
543,000 Consolidated Natural Gas Company 0 29,491,687 29,491,687
541,102 Exxon Corporation 0 40,616,469 40,616,469
305,900 Mobil Corporation 0 26,364,756 26,364,756
740,600 Pacific Gas & Electric Company 0 22,912,313 22,912,313
80,000 Pennzoil Company 2,970,000 0 2,970,000
45,000 Phillips Petroleum Company 1,890,000 0 1,890,000
440,100 Schlumberger Ltd. 0 19,666,969 19,666,969
72,000 Texaco Incorporated 4,144,500 0 4,144,500
120,000 USX-Marathon Group 3,405,000 0 3,405,000
80,000 Williams Companies Incorporated 2,305,000 0 2,305,000
$ 22,472,038 $ 213,205,463 $ 235,677,501
FINANCE & RELATED
412,300 American Express Company $ 0 $ 41,255,769 $ 41,255,769
686,750 American General Corporation 0 48,372,953 48,372,953
40,000 Archstone Communities Trust 835,000 0 835,000
10,000 Arden Realty Group Incorporated 230,000 0 230,000
95,000 Banc One Corporation 4,874,688 0 4,874,688
50,000 BankAmerica Corporation 3,259,375 0 3,259,375
65,000 Charles E. Smith Residential 1,921,563 0 1,921,563
Realty
110,000 Chase Manhattan Corporation 6,978,125 0 6,978,125
85,000 CIGNA Corporation 6,614,063 0 6,614,063
110,000 Duke Realty Investments 2,495,625 0 2,495,625
Incorporated
40,000 Equity Residential Properties 1,692,500 0 1,692,500
Trust
40,000 Felcor Lodging Trust 952,500 0 952,500
Incorporated
84,000 Hartford Financial Services 4,635,750 0 4,635,750
Group
73,000 Highwoods Properties Incorporated 1,984,688 0 1,984,688
85,000 Indymac Mortgage Holdings 818,125 0 818,125
Incorporated
470,650 J.P. Morgan & Company, 0 50,300,719 50,300,719
Incorporated
120,000 Kilroy Realty Corporation 2,685,000 0 2,685,000
50,000 Post Properties Incorporated 1,912,500 0 1,912,500
85,000 Prologis Trust 1,880,625 0 1,880,625
70,000 Simon Property Group 2,073,750 0 2,073,750
Incorporated
120,000 SLM Holding Corporation 5,280,000 0 5,280,000
78,000 Spieker Properties Incorporated 2,817,750 0 2,817,750
105,000 St. Paul Companies Incorporated 3,701,250 0 3,701,250
470,900 Transamerica Corporation 0 50,033,125 50,033,125
1,067,850 U.S. Bancorp 0 39,310,228 39,310,228
150,000 Washington Mutual Incorporated 5,812,500 0 5,812,500
$ 63,455,377 $ 229,272,794 $ 292,728,171
FOOD & RELATED
110,000 American Stores Company $ 3,691,875 $ 0 $ 3,691,875
602,750 McDonald's Corporation 0 42,230,172 42,230,172
1,662,640 PepsiCo, Incorporated 0 64,323,385 64,323,385
1,301,550 Philip Morris Companies 6,992,188 65,813,266 72,805,454
Incorporated
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-10
<PAGE>
WELLS FARGO FUNDS - INCOME EQUITY FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH DIVERSIFIED EQUITY INCOME FUND
AND NORWEST ADVANTAGE INCOME EQUITY PORTFOLIO(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST
DIVERSIFIED ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 EQUITY INCOME EQUITY PRO FORMA
INCOME FUND PORTFOLIO COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b) VALUE(b)(c) VALUES(b)
<S> <C> <C> <C> <C>
877,250 Sara Lee Corporation 0 51,209,469 51,209,469
$ 10,684,063 $ 223,576,292 $ 234,260,355
GENERAL BUSINESS
250,000 Allegheny Teledyne Incorporated $ 5,140,625 $ 0 $ 5,140,625
1,669,972 AMP, Incorporated 0 80,784,895 80,784,895
371,800 Deluxe Corporation 0 12,920,050 12,920,050
1,563,600 Dun & Bradstreet Corporation 0 47,201,175 47,201,175
544,050 Eastman Kodak Company 0 39,477,628 39,477,628
677,000 Emerson Electric Company 0 44,005,000 44,005,000
150,000 Fremont General Corporation 7,556,250 0 7,556,250
1,056,200 Hewlett-Packard Company 0 66,276,550 66,276,550
567,600 Honeywell, Incorporated 0 45,372,525 45,372,525
200,000 Household International 7,825,000 0 7,825,000
Incorporated
520,750 Johnson & Johnson 0 42,310,937 42,310,937
32,000 Loews Corporation 3,200,000 0 3,200,000
497,150 Minnesota Mining & Manufacturing 0 39,927,359 39,927,359
Company
1,604,800 Morton International, Incorporated 0 47,241,300 47,241,300
554,800 Procter & Gamble Company 0 48,614,350 48,614,350
369,300 United Technologies Corporation 0 39,584,344 39,584,344
$ 23,721,875 $ 553,716,113 $ 577,437,988
HEALTHCARE
1,012,800 American Home Products $ 3,993,750 $ 49,937,850 $ 53,931,600
608,900 IMS Health, Incorporated 0 40,415,737 40,415,737
287,400 Merck & Company, Incorporated 0 44,511,075 44,511,075
530,400 Pfizer, Incorporated 0 59,205,900 59,205,900
$ 3,993,750 $ 194,070,562 $ 198,064,312
INTERNATIONAL STOCKS
62,000 Philips Electronics NV $ 3,925,375 $ 0 $ 3,925,375
(Netherlands)
486,600 Royal Dutch Petroleum Company 2,162,000 20,708,200 22,870,200
$ 6,087,375 $ 20,708,200 $ 26,795,575
MANUFACTURING - PROCESSING
38,000 Baxter International $ 2,415,375 $ 0 $ 2,415,375
Incorporated
90,000 El Paso Energy Corporation 3,071,250 0 3,071,250
1,836,600 Fortune Brands, Incorporated 0 62,559,189 62,559,189
100,000 Kimberly-Clark Corporation 5,262,500 0 5,262,500
150,000 Sherwin Williams Company 4,256,250 0 4,256,250
$ 15,005,375 $ 62,559,189 $ 77,564,564
RETAIL & RELATED
965,800 Dayton Hudson Corporation $ 0 $ 43,461,000 $ 43,461,000
738,400 J.C. Penney Company, 0 40,612,000 40,612,000
Incorporated
729,500 May Department Stores Company 0 43,997,969 43,997,969
818,830 Sears Roebuck & Company 2,134,687 36,708,560 38,843,247
$ 2,134,687 $ 164,779,529 $ 166,914,216
TELECOMMUNICATIONS
1,113,200 AT&T Corporation $ 0 $ 69,366,275 $ 69,366,275
857,600 GTE Corporation 4,650,000 48,521,200 53,171,200
783,146 Lucent Technologies, Incorporated 0 67,399,503 67,399,503
$ 4,650,000 $ 185,286,978 $ 189,936,978
UTILITIES
150,000 Alltel Corporation $ 7,950,000 $ 0 $ 7,950,000
97,000 Duke Energy Corporation 6,068,562 0 6,068,562
95,000 Sonat Incorporated 2,820,312 0 2,820,312
180,000 Southern Company 5,310,000 0 5,310,000
946,350 Texas Utilities Company 3,119,374 39,052,347 42,171,721
$ 25,268,248 $ 39,052,347 $ 64,320,595
TOTAL COMMON STOCKS $216,676,038 $2,038,765,548 $2,255,441,586
CONVERTIBLE PREFERRED STOCKS
33,700 Texas Utilities Company $ 1,878,775 $ 0 $ 1,878,775
47,700 Union Pacific Capital Trust 2,224,013 0 2,224,013
$ 4,102,788 $ 0 $ 4,102,788
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-11
<PAGE>
WELLS FARGO FUNDS - INCOME EQUITY FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH DIVERSIFIED EQUITY INCOME FUND
AND NORWEST ADVANTAGE INCOME EQUITY PORTFOLIO(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST
DIVERSIFIED ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 EQUITY INCOME EQUITY PRO FORMA
INCOME FUND PORTFOLIO COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b) VALUE(b)(c) VALUES(b)
<S> <C> <C> <C> <C>
CORPORATE BOND
INDUSTRIALS
$ 500,000 Federated Department 8.13% 10/15/02 $ 538,125 $ 0 $ 538,125
500,000 Occidental Petroleum 6.40 04/01/13 506,875 0 506,875
Corporation
500,000 News America Incorporated 6.70 05/21/04 525,000 0 525,000
$ 1,570,000 $ 0 $ 1,570,000
BANK & FINANCE
$ 500,000 Citi Group Holdings 6.38% 10/01/02 $ 511,250 0 $ 511,250
Incorporated
500,000 Household Netherlands 6.20 12/01/03 513,125 0 513,125
500,000 Mellon Financial Company 5.75 11/15/03 506,250 0 506,250
$ 1,530,625 $ 0 $ 1,530,625
TRANSPORTATION
$ 500,000 Union Pacific Company 7.25% 11/01/08 $ 518,750 $ 0 $ 518,750
MISCELLANEOUS BONDS
$ 500,000 EOP Operating Limited 6.50% 06/15/04 $ 490,760 $ 0 $ 490,760
Partnership
500,000 Ford Motor Credit 6.50 02/28/02 515,625 0 515,625
$ 1,006,385 $ 0 $ 1,006,385
TOTAL CORPORATE BOND $ 4,625,760 $ 0 $ 4,625,760
U.S. TREASURY SECURITIES
$ 3,000,000 U.S. Treasury Notes 6.50% 08/31/01 $ 3,142,500 0 $ 3,142,500
4,400,000 U.S. Treasury Notes 5.75 04/30/03 4,590,431 0 4,590,431
TOTAL U.S. TREASURY $ 7,732,931 $ 0 $ 7,732,931
SECURITIES
SHORT-TERM INSTRUMENTS
REPURCHASE AGREEMENTS
Goldman Sachs Pooled
Repurchase Agreement
- 102% Collateralized by
U.S. Government
$ 2,482,000 Securities 5.25% 12/01/98 $ 2,482,000 $ 0 $ 2,482,000
JP Morgan Securities
Incorporated Repurchase
Agreement - 102%
Collateralized by
U.S. Government
854,000 Securities 5.15 12/01/98 854,000 0 854,000
NationsBanc Montgomery
60,475,583 Securities, Incorporated 5.50 12/01/98 0 $ 60,475,583 60,475,583
TOTAL SHORT-TERM INSTRUMENTS $ 3,336,000 $ 60,475,583 $ 63,811,583
PRO FORMA ADJUSTMENTS(c)
To Securities at Market Value $ 0 $ (598,283,722) $ (598,283,722)
From Other Assets and 0 3,311,367 3,311,367
Liablities from Core Portfolio
$ 0 $ (594,972,355) $ (594,972,355)
TOTAL INVESTMENTS IN SECURITIES $236,473,517 $1,504,268,776 $1,740,742,293
(Cost $1,344,724,130)
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the
Funds are Merged.
(b) See historical financial statements and footnotes thereto
of each of the Funds regarding valuation of securities.
(c) The Norwest Advantage Income Equity Fund invests directly
into and comprises 71.5% of the Norwest Advantage Income
Equity Portfolio's net assets.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-12
<PAGE>
WELLS FARGO FUNDS - SMALL CAP FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
SMALL STRATEGIC STAGECOACH
COMPANY GROWTH SMALL PRO FORMA PRO FORMA
STOCK FUND FUND CAP FUND ADJUSTMENTS (d) COMBINED
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $ 68,524,651 $ 140,399,891 $ 96,620,894 $(57,006,057) $ 248,539,379
Cash 0 4,198 6,632 (3,913) 6,917
Receivables:
Dividends and Interest 17,279 9,727 11,929 (7,038) 31,897
Fund shares sold 10,294 6,572 15,793 (9,318) 23,341
Investment securities sold 0 6,205,408 592,228 (349,413) 6,448,223
Due from advisor 0 0 0 545 (e) 545
Organization expenses, net of amortization 545 0 29,392 (17,886)(e) 12,051
Prepaid expenses 7,078 0 7,078
TOTAL ASSETS 68,552,769 146,632,874 97,276,868 255,069,431
LIABILITIES
Payables:
Investment securities purchased 0 4,630,188 860,191 (507,510) 4,982,869
Distribution to shareholders 5,218 0 0 5,218
Fund shares redeemed 193,353 106,242 9,519 (5,616) 303,498
Due to distributor 985 93,823 31,151 (18,379) 107,580
Due to advisor 5,110 101,206 51,050 (30,119) 127,246
Other 19,758 133,736 141,054 (83,222) 211,326
TOTAL LIABILITIES 224,424 5,065,195 1,092,965 5,737,738
TOTAL NET ASSETS $ 68,328,345 $ 141,567,679 $ 96,183,903 $ 249,331,693
NET ASSETS CONSIST OF:
Paid-in capital $ 96,160,748 $ 159,187,421 $111,153,973 (65,580,533) $ 300,921,609
Undistributed net investment income (loss) (31,361) (1,841,555) (227,438) 134,188 (1,966,166)
Undistributed net realized gain (loss)
on investments (25,631,948) (17,629,128) (15,268,644) 9,008,457 (49,521,263)
Net unrealized appreciation (depreciation)
of investments (2,169,094) 1,850,941 526,012 (310,346) (102,487)
TOTAL NET ASSETS $ 68,328,345 $ 141,567,679 $ 96,183,903 $ 249,331,693
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 5,360,629 $ 101,046,521 $ 11,611,814 $ 118,018,964
Shares outstanding - Class A 578,171 5,570,047 604,591 (592,690)(f) 6,160,119
Net asset value per share - Class A $ 9.27 $ 18.14 $ 19.21 $ 19.21
Maximum offering price per share - Class A $ 9.81 $ 19.15 $ 20.27 $ 20.27
Net Assets - Class B $ 4,164,305 $ 22,324,071 $ 14,181,288 $ 40,669,664
Shares outstanding - Class B 468,049 1,015,803 748,881 (84,993)(f) 2,147,740
Net asset value and offering price per
share - Class B $ 8.90 $ 21.98 $ 18.94 $ 18.94
Net Assets - Class C $ 18,197,088 $ 1,485,692 $ 19,682,780
Shares outstanding - Class C 828,774 78,483 132,502(f) 1,039,759
Net asset value and offering price per
share - Class C $ 21.96 $ 18.93 $ 18.93
Net Assets - Institutional Class $ 58,803,411 $ 68,905,109 $(56,748,234) $ 70,960,286
Shares outstanding - Institutional Class 6,379,424 3,552,679 (3,346,772)(f) 6,585,331
Net asset value and offering price per
share - Institutional Class $ 9.22 $ 19.40 $ 19.40
INVESTMENT AT COST $ 70,693,745 $ 138,548,950 $ 96,094,882 $(56,695,712) $ 248,641,865
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-13
<PAGE>
WELLS FARGO FUNDS - SMALL CAP FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE SMALL CORE-GATEWAY STAGECOACH
COMPANY STOCK FEEDER STRATEGIC GROWTH MASTER-FEEDER
FUND ADJUSTMENTS (a) FUND ADJUSTMENTS (b)
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $ 653,843 $ 341,536
Interest 372,208 273,824
Securities lending income 68,022 0
Net expenses from master/core portfolios (1,203,000) 1,203,000 (33,403) 33,403
TOTAL INVESTMENT INCOME (108,927) 581,957
EXPENSES
Advisory fees 1,139,063 877,494 27,946
Administration fees 63,228 63,279 123,367
Custody fees 20,364 59,119 1,751
Shareholder serv fees 0 0 442,672
Portfolio accounting fees 37,500 35,518 94,238 2,739
Transfer agency fees 316,149 0 253,400
Distribution fees 52,290 0 521,071
Organization costs 6,539 1,124 4,871
Legal and audit fees 12,706 13,450 53,289
Registration fees 17,092 0 69,822
Directors' fees 1,934 609 3,781 703
Shareholder reports 11,703 0 114,189
Other 3,006 2,738 27,843 264
TOTAL EXPENSES 522,147 2,645,156
Less:
Waived fees and reimbursed expenses fees (165,348) (73,144) (45,972)
NET EXPENSES 356,799 2,599,184
NET INVESTMENT INCOME (LOSS) (465,726) (2,017,227)
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale of investments (21,845,228) (15,180,985)
Net change in unrealized appreciation
(depreciation) of investments (2,863,407) (759,869)
NET GAIN (LOSS) ON INVESTMENTS (24,708,635) (15,940,854)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (25,174,361) $ (17,958,081)
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
STAGECOACH SMALL MASTER-FEEDER PRO FORMA PRO FORMA
CAP FUND ADJUSTMENTS (c) ADJUSTMENTS (d) COMBINED
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $ 194,352 $ 1,189,731
Interest 411,751 1,057,783
Securities lending income 0 68,022
Net expenses from master/core portfolios (17,630) 17,630 0
TOTAL INVESTMENT INCOME 588,473 2,315,536
EXPENSES
Advisory fees 541,805 17,060 533,845 (g) 3,137,213
Administration fees 63,783 209,212 (g) 522,869
Custody fees 44,891 653 (57,062)(g) 69,716
Shareholder serv fees 234,139 7,810 (g) 684,621
Portfolio accounting fees 74,960 2,583 (167,538)(g) 80,000
Transfer agency fees 77,927 72,598 (g) 720,074
Distribution fees 131,937 (156,055)(g) 549,243
Organization costs 11,176 (12,534)(g) 11,176
Legal and audit fees 18,631 893 (24,742)(g) 74,227
Registration fees 79,874 0 166,788
Directors' fees 3,819 (4,417)(g) 6,429
Shareholder reports 21,046 (14,694)(g) 132,244
Other 18,456 161 (2,623)(g) 49,845
TOTAL EXPENSES 1,322,444 6,204,446
Less:
Waived fees and reimbursed expenses fees (341,024) (3,720) (641,418)(h) (1,270,626)
NET EXPENSES 981,420 4,933,820
NET INVESTMENT INCOME (LOSS) (392,947) (2,618,284)
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale of investments (18,340,769) (55,366,982)
Net change in unrealized appreciation
(depreciation) of investments 3,700,824 77,548
NET GAIN (LOSS) ON INVESTMENTS (14,639,945) (55,289,434)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (15,032,892) $(57,907,718)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Stagecoach Strategic Growth Fund, Stagecoach Small Cap Fund, and
Norwest Advantage Small Company Growth Fund are merging to form the
Wells Fargo Small Cap Fund, historical accounting data from the Stagecoach
Small Cap Fund will be kept.
(a) The Norwest Advantage Small Company Fund, a "Gateway Fund", invests in
securities through a "Core Portfolio", the Norwest Advantage Small Company
Stock Portfolio. Expenses allocated from the Core Portfolio to the Gateway
Fund over the year ended November 30, 1998 have been disbursed according
to the percentage of each expense at the Core Portfolio level.
(b) Information shown prior to December 12, 1997, is for the Overland
Strategic Growth Fund which was a "Feeder Fund" investing in a "Master
Portfolio", the Capital Appreciation Master Portfolio, and the expenses
allocated to the Feeder have been disbursed according to the percentage of
each expense at the Master Portfolio level. On December 12, 1997, the Fund
merged with the Stagecoach Aggressive Growth Fund, the Capital
Appreciation Master Portfolio was dissolved, and it was renamed the
Stagecoach Strategic Growth Fund.
(c) Information shown prior to December 12, 1997, is for the Stagecoach Small
Cap Fund which was a "Feeder Fund" investing in a "Master Portfolio", the
Small Cap Master Portfolio, and the expenses allocated to the Feeder have
been disbursed according to the percentage of each expense at the Master
Portfolio level. On December 12, 1997, the Fund merged with the Overland
Small Cap Strategy Fund, the Small Cap Master Portfolio was dissolved, and
it was renamed the Stagecoach Small Cap Fund.
(d) Approximately 82% of the Stagecoach Small Cap Fund's Institutional Class
shares will be converted into a collective fund prior to the merger. For
purposes of this pro forma financial statement approximately 82% of the
assets of the Stagecoach Small Cap Fund's Institutional Class have been
removed.
(e) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(f) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(g) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(h) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-14
<PAGE>
WELLS FARGO FUNDS - SMALL CAP FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE SMALL COMPANY STOCK
PORTFOLIO, STAGECOACH STRATEGIC GROWTH FUND AND STAGECOACH SMALL CAP FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 SMALL COMPANY STRATEGIC GROWTH STAGECOACH PRO FORMA
STOCK PORTFOLIO FUND SMALL CAP FUND COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b)(c) VALUE(b) VALUE(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C>
COMMON STOCKS
ADVERTISING
108,425 Ha-Lo Industries
Incorporated $ 0 $ 1,596,875 $ 1,865,948 $ 3,462,823
CAPITAL GOODS
35,000 Activision Incorporated $ 0 $ 468,125 $ 0 $ 468,125
57,700 Aspect Telecommunications 0 0 1,092,694 1,092,694
17,200 Comverse Technology
Incorporated 0 0 989,000 989,000
59,100 Concentric Network
Corporation 0 1,276,875 400,088 1,676,963
50,000 Diamond Offshore Drilling
Incorporated 0 1,118,750 0 1,118,750
95,750 Henry Schein Incorporated 1,892,150 0 1,506,975 3,399,125
168,000 Keystone Automotive
Industries, Incorporated 3,202,500 0 0 3,202,500
30,800 Maxwell Technologies
Incorporated 0 0 820,050 820,050
49,320 Media Arts Group
Incorporated 0 0 721,305 721,305
48,000 Pacific Gateway Exchange 0 1,118,750 1,029,250 2,148,000
200,300 SCP Pool Corporation 3,104,650 0 0 3,104,650
31,000 Stewart Enterprises
Incorporated 0 0 691,688 691,688
25,000 Visual New Works
Incorporated 0 868,750 0 868,750
$ 8,199,300 $ 4,851,250 $ 7,251,050 $ 20,301,600
COMPUTER SOFTWARE
110,000 Actuate Software
Corporation $ 0 $ 1,003,750 $ 0 $ 1,003,750
85,000 Aris Corporation 0 1,391,875 0 1,391,875
62,300 Axent Technologies
Incorporated 0 1,107,656 516,038 1,623,694
11,800 Bindview Development
Corporation 0 0 271,400 271,400
35,000 BMC Software Incorporated 0 1,787,188 0 1,787,188
44,000 Broadvision Incorporated 0 1,171,500 0 1,171,500
18,950 Computer Horizons
Corporation 0 0 426,375 426,375
36,050 Cotelligent Group
Incorporated 0 0 660,166 660,166
82,750 Documentum Incorporated 0 2,523,750 956,922 3,480,672
31,200 Excite Incorporated 0 734,063 792,788 1,526,851
75,000 FVC.Com Incorporated 0 1,087,500 0 1,087,500
20,000 Galileo International
Incorporated 0 800,000 0 800,000
13,800 Great Plains Software
Incorporated 0 0 541,650 541,650
205,550 IMR Global Corporation 0 3,612,500 755,438 4,367,938
53,300 International Integration
Incorporated 0 570,375 209,138 779,513
35,000 Intervu Incorporated 0 564,375 0 564,375
9,250 Ixos Software ADR 0 0 395,438 395,438
60,000 Learning Company
Incorporated 0 1,743,750 0 1,743,750
48,800 Legato Systems
Incorporated 0 1,314,844 1,018,406 2,333,250
26,550 Lycos Incorporated 0 442,500 1,123,950 1,566,450
92,500 Micromuse Incorporated 0 1,596,875 513,281 2,110,156
44,400 Neomagic Corporation 0 0 838,050 838,050
18,500 Network Appliance
Incorporated 0 751,250 638,563 1,389,813
25,550 Nova Corporation 0 0 812,809 812,809
30,000 Phoenix International
Limited 0 472,500 0 472,500
36,300 Siebel Systems
Incorporated 0 0 880,275 880,275
28,250 Software AG Systems
Incorporated 0 0 543,813 543,813
60,000 Sterling Commerce
Incorporated 0 2,175,000 0 2,175,000
48,500 Verisign Incorporated 0 1,946,063 0 1,946,063
10,000 Yahoo Incorporated 0 1,920,000 0 1,920,000
$ 0 $ 28,717,314 $ 11,894,500 $ 40,611,814
CONSUMER BASIC
90,600 Capital Senior Living
Corporation $ 0 $ 0 $ 1,121,175 $ 1,121,175
CONSUMER - DISCRETIONARY
145,000 Access Worldwide
Communication Incorporated $ 0 $ 1,305,000 $ 0 $ 1,305,000
26,800 Amerisource Corporation 0 0 1,715,200 1,715,200
13,150 CMGI Incorporated 0 0 1,019,125 1,019,125
35,550 Equity Corporation
International 0 0 919,856 919,856
55,000 Profit Recovery Group
Incorporated 0 1,856,250 0 1,856,250
60,000 Republic Services
Incorporated 0 1,117,500 0 1,117,500
20,000 Restoration Hardware
Incorporated 0 558,750 0 558,750
70,000 Tandy Corporation 0 3,154,375 0 3,154,375
40,450 United Road Services
Incorporated 0 0 728,100 728,100
$ 0 $ 7,991,875 $ 4,382,281 $ 12,374,156
ELECTRICAL EQUIPMENT
45,000 ADC Telecommunications
Incorporated $ 0 $ 1,344,375 $ 0 $ 1,344,375
15,000 Ascend Communication
Incorporated 0 842,813 0 842,813
25,000 C-Cube Microsystems
Incorporated 0 654,688 0 654,688
85,600 Celestica Incorporated 0 812,500 926,250 1,738,750
75,000 Galileo Technology Limited 0 1,237,500 0 1,237,500
18,257 Gemstar International
Group Limited 0 0 1,109,113 1,109,113
18,785 Lexmark International
Group Incorporated 0 1,434,704 0 1,434,704
17,550 PMC - Sierra Incorporated 0 0 945,506 945,506
125,157 Power Integrations
Incorporated 0 1,947,768 1,056,000 3,003,768
32,500 Sanmina Corporation 0 1,618,906 0 1,618,906
42,400 Tekelec 0 0 657,200 657,200
$ 0 $ 9,893,254 $ 4,694,069 $ 14,587,323
ENERGY & RELATED
100,000 AGL Resources,
Incorporated $ 2,156,250 $ 0 $ 0 $ 2,156,250
32,200 Barret Resource
Corporation 0 366,563 420,325 786,888
127,000 Basin Exploration,
Incorporated 1,476,375 0 0 1,476,375
39,600 BJ Services Company 0 0 546,975 546,975
39,550 CILCORP, Incorporated 2,392,775 0 0 2,392,775
257,100 EEX Corporation 915,919 0 0 915,919
215,150 El Paso Electric Company 1,990,137 0 0 1,990,137
43,250 Ensco International
Incorporated 0 0 413,578 413,578
55,000 Friede Goldman
International Incorporated 0 687,500 0 687,500
65,000 Global Industries Limited 0 369,688 0 369,688
56,250 Marine Drilling Company
Incorporated 0 0 488,672 488,672
134,100 Ocean Energy, Incorporated 1,089,562 0 0 1,089,562
55,900 Sierra Pacific Resources 2,012,400 0 0 2,012,400
146,964 Stericycle, Incorporated 2,626,982 0 0 2,626,982
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-15
<PAGE>
WELLS FARGO FUNDS - SMALL CAP FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE SMALL COMPANY STOCK
PORTFOLIO, STAGECOACH STRATEGIC GROWTH FUND AND STAGECOACH SMALL CAP FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 SMALL COMPANY STRATEGIC GROWTH STAGECOACH PRO FORMA
STOCK PORTFOLIO FUND SMALL CAP FUND COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b)(c) VALUE(b) VALUE(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C>
210,900 Tetra Technologies,
Incorporated 4,428,900 0 0 4,428,900
37,400 Veritas DGC Incorporated 0 0 546,975 546,975
40,000 Weatherford International
Incorporated 0 730,000 0 730,000
$ 19,089,300 $ 2,153,751 $ 2,416,525 $ 23,659,576
ENTERTAINMENT & LEISURE
146,300 A.C. Nielson Corporation $ 4,032,394 $ 0 $ 0 $ 4,032,394
188,025 Family Golf Centers
Incorporated 0 2,364,688 1,501,577 3,866,265
1,230 Iwerks Entertainment
Incorporated 0 1,230 0 1,230
3,000 National Record Mart
Incorporated 0 0 40,500 40,500
$ 4,032,394 $ 2,365,918 $ 1,542,077 $ 7,940,389
FINANCE
49,900 Americredit Corporation $ 0 $ 0 $ 689,244 $ 689,244
74,900 BancWest Corporation 3,239,425 0 0 3,239,425
40,000 City National Corporation 0 1,495,000 0 1,495,000
11,200 CNB Bancshares
Incorporated 0 0 485,800 485,800
75,000 Coinstar Incorporated 0 478,125 0 478,125
56,100 Community First Bankshares 0 0 1,195,631 1,195,631
30,000 Countrywide Credit
Industries 0 1,485,000 0 1,485,000
126,991 Downey Financial
Corporation 3,301,766 0 0 3,301,766
69,600 Envoy Corporation 1,180,300 1,595,000 0 2,775,300
14,050 Fidelity National
Financial Incorporated 0 0 461,016 461,016
13,000 Firstar Corporation 0 952,250 0 952,250
46,950 Firstfed Financial
Corporation 0 0 833,363 833,363
15,000 GBC Bancorp 373,125 0 0 373,125
18,000 Golf Trust of America
Incorporated 0 0 470,250 470,250
115,200 HCC Insurance Holdings,
Incorporated 2,138,400 0 0 2,138,400
19,100 Healthcare Financial
Partners 0 0 627,913 627,913
43,500 Inspire Insurance
Solutions Incorporated 0 1,005,000 452,250 1,457,250
177,100 Medallion Financial
Corporation 2,745,050 0 0 2,745,050
48,450 Metris Companies
Incorporated 0 1,168,125 448,894 1,617,019
70,000 Mid Atlantic Medical
Services 0 621,250 0 621,250
9,050 Mony Group Incorporated 0 0 279,984 279,984
10,000 Northern Trust Corporation 0 807,500 0 807,500
22,500 Providian Financial
Corporation 0 2,065,781 0 2,065,781
7,750 Reinsurance Group America
Incorporated 0 0 507,625 507,625
9,100 SEI Investments Company 0 0 839,475 839,475
18,350 Silicon Valley Bankshares 0 0 458,750 458,750
25,000 SLM Holding Corporation 0 1,100,000 0 1,100,000
50,000 Sovereign Bancorporation 0 640,625 0 640,625
35,000 Towne Services
Incorporated 0 262,500 0 262,500
21,000 Waddle & Reed Financial 0 0 501,375 501,375
89,800 Webster Financial
Corporation 2,491,950 0 0 2,491,950
78,700 Westamerica Bancorp 2,843,037 0 0 2,843,037
15,000 Zions Bancorporation 0 757,500 0 757,500
$ 18,313,053 $ 14,433,656 $ 8,251,570 $ 40,998,279
FOOD & RELATED
31,750 American Italian Pasta
Company $ 0 $ 0 $ 801,688 $ 801,688
65,000 CEC Entertainment,
Incorporated 1,925,625 0 0 1,925,625
131,400 CKE Restaurants
Incorporated 2,697,900 0 513,188 3,211,088
38,118 Corn Products
International,
Incorporated 1,069,686 0 0 1,069,686
229,150 Foodmaker, Incorporated 4,439,781 0 0 4,439,781
101,300 Fresh Del Monte Produce 2,228,600 0 0 2,228,600
161,100 Rainforest Cafe,
Incorporated 1,117,632 0 0 1,117,632
20,000 Starbucks Corporation 0 922,500 0 922,500
$ 13,479,224 $ 922,500 $ 1,314,876 $ 15,716,600
GENERAL BUSINESS
106,900 Acxiom Corporation $ 2,525,512 $ 0 $ 0 $ 2,525,512
182,050 Administaff Incorporated 0 3,924,063 1,002,666 4,926,729
40,412 Allied Waste Industries
Incorporated 0 0 823,395 823,395
112,000 Amdocs Limited 0 1,383,750 338,250 1,722,000
40,900 Avis Rent-a-Car
Incorporated 0 0 861,456 861,456
71,300 Barr Laboratories,
Incorporated 3,012,425 0 0 3,012,425
30,500 Cambridge Tech Partners
Incorporated 0 0 636,688 636,688
66,539 Capstar Broadcasting
Corporation 0 536,250 653,135 1,189,385
311,500 Cash America
International,
Incorporated 5,256,563 0 0 5,256,563
25,000 Chancelor Media
Corporation 0 942,188 0 942,188
129,300 Ciber, Incorporated 2,917,331 0 0 2,917,331
60,400 Computer Task Group,
Incorporated 1,630,800 0 0 1,630,800
143,750 Convergys Corporation 0 1,556,563 1,075,859 2,632,422
80,000 Cunningham Graphics
International
Incorporated 0 1,410,000 0 1,410,000
49,000 Cybershop International
Incorporated 0 906,500 0 906,500
29,250 Emmis Broadcasting
Corporation 0 0 1,007,297 1,007,297
67,781 FelCor Lodging Trust,
Incorporated 1,614,035 0 0 1,614,035
131,600 Guitar Center,
Incorporated 3,010,350 0 0 3,010,350
48,075 Harman International
Industries,
Incorporated 2,052,202 0 0 2,052,202
193,975 Ivex Packaging Corporation 3,782,513 0 0 3,782,513
125,550 MAPICS, Incorporated 2,440,378 0 0 2,440,378
141,600 Metamor Worldwide
Incorporated 0 2,250,313 1,103,838 3,354,151
135,100 Michael Foods,
Incorporated 3,394,387 0 0 3,394,387
100,000 Musicland Stores
Corporation 1,693,750 0 0 1,693,750
156,600 OfficeMax, Incorporated 1,663,875 0 0 1,663,875
25,000 Panamsat Corporation 0 840,625 0 840,625
83,000 Parexel International
Corporation 0 1,303,125 860,063 2,163,188
66,500 QuadraMed Corporation 1,596,000 0 0 1,596,000
212,300 Rayovac Corporation 4,909,437 0 0 4,909,437
59,750 Regis Corporation 0 0 2,001,625 2,001,625
38,250 Security Dynamics
Technologies
Incorporated 0 0 583,313 583,313
152,450 Smart Modular Technologies
Incorporated 0 2,087,500 1,094,894 3,182,394
50,250 Staffmark Incorporated 0 232,500 935,813 1,168,313
276,500 Sunstone Hotel Investors,
Incorporated 2,937,813 0 0 2,937,813
76,000 Swift Transportation,
Incorporated 1,667,250 0 0 1,667,250
137,250 Sykes Enterprises,
Incorporated 2,779,313 0 0 2,779,313
160,600 Systems & Computers
Technologies 2,930,950 0 0 2,930,950
110,000 Teletech Holdings
Incorporated 0 1,003,750 0 1,003,750
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-16
<PAGE>
WELLS FARGO FUNDS - SMALL CAP FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE SMALL COMPANY STOCK
PORTFOLIO, STAGECOACH STRATEGIC GROWTH FUND AND STAGECOACH SMALL CAP FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 SMALL COMPANY STRATEGIC GROWTH STAGECOACH PRO FORMA
STOCK PORTFOLIO FUND SMALL CAP FUND COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b)(c) VALUE(b) VALUE(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C>
43,500 TMP Worldwide Incorporated 0 0 1,392,000 1,392,000
93,000 True North Communications,
Incorporated 2,615,625 0 0 2,615,625
84,600 United Stationers,
Incorporated 2,241,900 0 0 2,241,900
108,950 Valassis Communications,
Incorporated 4,671,231 0 0 4,671,231
37,400 Veterinary Centers of
America 0 0 687,225 687,225
26,150 Wackenhut Corrections
Corporation 0 0 706,050 706,050
44,000 Young & Rubicam
Incorporated 0 1,314,500 0 1,314,500
$ 61,343,640 $ 19,691,627 $ 15,763,567 $ 96,798,834
HEALTHCARE
101,900 Access Health,
Incorporated $ 3,655,662 $ 0 $ 0 $ 3,655,662
151,200 American Retirement
Corporation 2,371,950 0 0 2,371,950
49,000 Covance Incorporated 0 0 1,225,000 1,225,000
45,000 Health Management
Associates Incorporated 0 975,938 0 975,938
37,750 Jones Pharmaceutical
Incorporated 0 0 1,359,000 1,359,000
65,000 Laser Vision Centers
Incorporated 0 1,157,813 0 1,157,813
19,950 Medicis Pharmaceutical 0 0 1,256,850 1,256,850
90,000 Oxford Health Plans
Incorporated 0 995,625 0 995,625
60,000 Pharmaceutical Product
Development 0 1,717,500 0 1,717,500
294,400 Phycor, Incorporated 1,803,200 0 0 1,803,200
30,341 Renal Care Group
Incorporated 0 0 815,414 815,414
66,300 Serologicals Corporation 0 1,028,125 919,438 1,947,563
125,000 Somnus Medical
Technologies Incorporated 0 367,188 0 367,188
15,000 Sunrise Assisted Living
Incorporated 0 646,875 0 646,875
45,900 Trigon Healthcare,
Incorporated 1,701,169 0 0 1,701,169
$ 9,531,981 $ 6,889,064 $ 5,575,702 $ 21,996,747
MANUFACTURING - PROCESSING
20,000 AES Corporation $ 0 $ 915,000 $ 0 $ 915,000
40,000 Biochem Pharmaceutical
Incorporated 0 975,000 0 975,000
10,000 Bowater Incorporated 0 395,000 0 395,000
74,700 Brooks Automation,
Incorporated 1,195,200 0 0 1,195,200
16,500 Calmat Company 0 0 507,375 507,375
15,400 Cambrex Corporation 0 0 431,200 431,200
28,000 Commercial Fed Corporation 0 0 642,250 642,250
50,000 Compuware Corporation 0 3,112,500 0 3,112,500
20,000 Conseco Incorporated 0 662,500 0 662,500
30,800 CSK Auto Parts 0 0 858,550 858,550
35,000 Electronics For Imaging
Incorporated 0 938,438 0 938,438
20,000 General Cable Corporation 0 380,000 0 380,000
15,900 Hubco Incorporated 0 0 429,300 429,300
62,500 Keane Incorporated 0 1,796,875 0 1,796,875
30,000 Mettler-Toledo
International Incorporated 0 787,500 0 787,500
26,650 Metzler Group Incorporated 0 0 1,105,975 1,105,975
51,000 OEA Incorporated 0 522,500 143,688 666,188
100,000 Office Depot Incorporated 0 3,250,000 0 3,250,000
46,800 Policy Management System
Corporation 0 894,688 1,497,963 2,392,651
35,000 SCI Systems Incorporated 0 1,701,875 0 1,701,875
55,000 Seagate Technology 0 1,622,500 0 1,622,500
6,100 Sepracor Incorporated 0 0 506,300 506,300
11 Tyco International Limited 0 751 0 751
$ 1,195,200 $ 17,955,127 $ 6,122,601 $ 25,272,928
MEDICAL EQUIPMENT & SUPPLIES
25,000 Biomatrix Incorporated $ 0 $ 1,214,054 $ 0 $ 1,214,054
57,350 Closure Medical Corporation 0 920,000 399,050 1,319,050
22,600 Cohu, Incorporated 514,150 0 0 514,150
20,000 Guidant Corporation 0 1,716,250 0 1,716,250
161,450 Maxxim Medical Incorporated 3,847,700 0 551,813 4,399,513
48,950 Ocular Sciences Incorporated 0 337,500 763,875 1,101,375
40,000 PSS World Medical
Incorporated 0 830,000 0 830,000
$ 4,361,850 $ 5,017,804 $ 1,714,738 $ 11,094,392
PHARMACEUTICALS
22,500 Cardinal Health Incorporated $ 0 $ 1,544,063 $ 0 $ 1,544,063
44,300 Coulter Pharmaceutical
Incorporated 0 851,250 405,763 1,257,013
12,500 Elan PLC ADR 0 851,563 0 851,563
6,850 MedImmune Incorporated 0 0 458,094 458,094
42,650 Pharmacyclics Incorporated 0 0 741,044 741,044
$ 0 $ 3,246,876 $ 1,604,901 $ 4,851,777
RETAIL & RELATED
24,801 99 Cents Only Stores $ 0 $ 0 $ 1,066,441 $ 1,066,441
24,400 Ames Department Stores
Incorporated 0 0 579,500 579,500
49,450 Barnes & Noble Incorporated 0 828,125 809,906 1,638,031
20,000 Circuit City Stores
Incorporated 0 723,750 0 723,750
46,675 Claire's Stores,
Incorporated 793,475 0 0 793,475
35,950 Cost Plus Incorporated 0 0 1,186,350 1,186,350
30,000 Hollywood Entertainment
Corporation 0 720,000 0 720,000
40,100 Just for Feet Incorporated 0 0 907,263 907,263
124,975 Oshkosh B'Gosh, Incorporated 2,999,400 0 0 2,999,400
10,000 Rite-Aid Corporation 0 463,750 0 463,750
20,000 Ross Stores Incorporated 0 727,500 0 727,500
32,492 Zale Corporation 0 0 930,084 930,084
$ 3,792,875 $ 3,463,125 $ 5,479,544 $ 12,735,544
SHELTER
11,750 BJ's Wholesale Club
Incorporated $ 0 $ 0 $ 453,109 $ 453,109
122,000 Brookdale Living Communities
Incorporated 0 1,638,750 465,750 2,104,500
28,100 Dal-Tile International
Incorporated 0 0 242,363 242,363
10,000 Martin Mareitta Materials
Incorporated 0 485,000 0 485,000
$ 0 $ 2,123,750 $ 1,161,222 $ 3,284,972
TELECOMMUNICATIONS
41,300 Applied Micro Circuits
Corporation $ 0 $ 0 $ 1,383,550 $ 1,383,550
114,400 COMSAT Corporation 4,075,500 0 0 4,075,500
99,250 International
Telecommunication Data
Systems Incorporated 1,617,863 0 826,169 2,444,032
34,500 ITC Deltacom Incorporated 0 0 541,219 541,219
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-17
<PAGE>
WELLS FARGO FUNDS - SMALL CAP FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE SMALL COMPANY STOCK
PORTFOLIO, STAGECOACH STRATEGIC GROWTH FUND AND STAGECOACH SMALL CAP FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 SMALL COMPANY STRATEGIC GROWTH STAGECOACH PRO FORMA
STOCK PORTFOLIO FUND SMALL CAP FUND COMBINED
SHARES/PAR SECURITY DESCRIPTION VALUE(b)(c) VALUE(b) VALUE(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C>
15,650 L-3 Communications
Corporation 0 0 729,681 729,681
33,950 Level One Communications
Incorporated 0 0 1,050,316 1,050,316
48,800 MasTec, Incorporated 1,134,600 0 0 1,134,600
26,500 National Data Corporation 0 0 990,438 990,438
98,550 Star Telecommunications
Incorporated 0 675,000 655,425 1,330,425
24,000 Superior Telecom
Incorporated 0 0 1,044,000 1,044,000
$ 6,827,963 $ 675,000 $ 7,220,798 $ 14,723,761
TRANSPORTATION
64,000 Atlantic Coast Airlines
Incorporated $ 0 $ 761,250 $ 862,750 $ 1,624,000
25,900 MotivePower Industries,
Incorporated 788,331 0 0 788,331
50,000 Wisconsin Central
Transportation Corporation 0 906,250 0 906,250
$ 788,331 $ 1,667,500 $ 862,750 $ 3,318,581
UTILITIES
20,000 Frontier Corporation $ 0 $ 602,500 $ 0 $ 602,500
70,000 R&B Falcon Corporation 0 643,125 0 643,125
$ 0 $ 1,245,625 $ 0 $ 1,245,625
TOTAL COMMON STOCKS $150,955,111 $134,901,891 $ 90,239,894 $ 376,096,896
REPURCHASE AGREEMENTS
$10,318,000 Goldman Sachs Pooled
Repurchase
Agreement - 102%
Collateralized by U.S.
Government Securities 5.25% 12/1/98 $ 0 $ 5,494,000 $ 4,824,000 $ 10,318,000
1,014,000 HSBC Securities Incorporated
Repurchase
Agreement - 102%
Collateralized by U.S.
Government Securities 5.15 12/1/98 0 0 1,014,000 1,014,000
389,000 JP Morgan Securities
Incorporated
Repurchase Agreement - 102%
Collateralized by U.S.
Government Securities 5.15 12/1/98 0 4,000 385,000 389,000
158,000 Morgan Stanley & Company
Repurchase Agreement - 102%
Collateralized by U.S.
Government Securities 5.23 12/1/98 0 0 158,000 158,000
15,309,274 NationsBanc Montgomery
Securities, Incorporated 5.50 12/1/98 $ 15,309,274 $ 0 $ 0 $ 15,309,274
$ 15,309,274 $ 5,498,000 $ 6,381,000 $ 27,188,274
INVESTMENTS IN SECURITIES
PRIOR TO PRO FORMA ADJUSTMENTS $166,264,385 $140,399,891 $ 96,620,894 $ 403,285,170
PRO FORMA ADJUSTMENTS
To Securities at Market Value $(97,264,665) $ 0 $(57,006,327) $(154,270,992)
From Other Assets and
Liablities from Core Portfolio (475,069) 0 0 (475,069)
$(97,739,734)(c) $ 0 $(57,006,327)(d) $(154,746,061)
TOTAL INVESTMENTS IN SECURITIES $ 68,524,651 $140,399,891 $ 39,614,567 $ 248,539,109
(Cost $305,337,577)
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the Funds
are Merged.
(b) See historical financial statements and footnotes thereto of each
of the Funds regarding valuation of securities.
(c) The Norwest Advantage Small Company Stock Fund invests directly
into and comprises 41.5% of the Norwest Small Company Stock
Portfolio's net assets.
(d) Approximately 82% of the Stagecoach Small Cap Fund's Institutional
Class shares will be converted into a collective fund prior to the
merger.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-18
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE NORWEST NORWEST
STRATEGIC VALUE ADVANTAGE TOTAL ADVANTAGE INCOME PRO FORMA PRO FORMA
BOND FUND RETURN BOND FUND FUND ADJUSTMENTS COMBINED
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value
(see cost below) $ 9,529,319 $ 108,662,726 $ 358,962,476 $ 477,154,521
Cash 0 0 18 18
Receivables:
Dividends and Interest 0 0 4,360,240 4,360,240
Fund shares sold 130 57,946 494,466 552,542
Investment securities sold 0 0 36,342 36,342
Due from advisor 0 0 0 4,699 (c) 4,699
Organization expenses,
net of amortization 4,154 545 0 (4,699)(c) 0
TOTAL ASSETS 9,533,603 108,721,217 363,853,542 482,108,362
LIABILITIES
Payables:
Investment securities purchased 0 0 3,018,247 3,018,247
Distribution to shareholders 0 413,738 1,503,079 1,916,817
Fund shares redeemed 35,036 36,030 496,347 567,413
Due to distributor 0 4,961 36,784 41,745
Due to advisor 766 6,074 174,481 181,321
Other 8,241 12,453 50,640 71,334
TOTAL LIABILITIES 44,043 473,256 5,279,578 5,796,877
TOTAL NET ASSETS $ 9,489,560 $ 108,247,961 $ 358,573,964 $ 476,311,485
NET ASSETS CONSIST OF:
Paid-in capital $ 9,311,013 $ 104,965,813 $ 356,662,038 $ 470,938,864
Undistributed net investment
income (loss) 10,428 (15,111) 14,155 9,472
Undistributed net realized gain
(loss) on investments 7,160 2,400,743 (7,765,074) (5,357,171)
Net unrealized appreciation
(depreciation) of investments 160,959 896,516 9,662,845 10,720,320
TOTAL NET ASSETS $ 9,489,560 $ 108,247,961 $ 358,573,964 $ 476,311,485
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 1,551,695 $ 10,298,744 $ 11,850,439
Shares outstanding - Class A 158,911 1,027,900 154,788 (d) 1,341,599
Net asset value per share - Class A $ 9.76 $ 10.02 $ 10.02
Maximum offering price per share - Class A $ 10.17 $ 10.44 $ 10.44
Net Assets - Class B $ 3,320,169 $ 6,588,372 $ 9,908,541
Shares outstanding - Class B 339,417 658,616 331,950 (d) 1,329,983
Net asset value and offering price per
share - Class B $ 9.78 $ 10.00 $ 10.00
Net Assets - Institutional Class $ 9,489,560 $ 103,376,097 $ 341,686,848 $ 454,552,505
Shares outstanding - Institutional Class 910,170 10,572,792 34,133,994 (204,742)(d) 45,412,214
Net asset value and offering price per
share - Institutional Class $ 10.43 $ 9.78 $ 10.01 $ 10.01
INVESTMENT AT COST $ 9,368,360 $ 107,766,210 $ 349,299,631 $ 466,434,201
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-19
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION> NORWEST
ADVANTAGE NORWEST NORWEST
STRATEGIC VALUE CORE-GATEWAY ADVANTAGE TOTAL CORE-GATEWAY ADVANTAGE INCOME
INVESTMENT INCOME BOND FUND ADJUSTMENTS(a) RETURN BOND FUND ADJUSTMENTS(b) FUND
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest $ 512,327 $ 7,757,141 $ 21,097,752
Securities lending income 1,375 32,550 82,916
Net expenses from master/core
portfolios (43,997) 43,997 (654,508) 654,508 0
TOTAL INVESTMENT INCOME 469,705 7,135,183 21,180,668
EXPENSES
Advisory fees 0 38,806 0 577,292 1,540,926
Administration fees 3,898 3,881 58,358 57,728 308,184
Custody fees 0 1,282 0 19,065 45,818
Shareholder serv fees 0 0 0 0 0
Portfolio accounting fees 15,500 2,771 37,500 41,216 83,000
Transfer agency fees 19,494 0 291,787 12,265 770,464
Distribution fees 0 0 27,338 0 49,939
Organization costs 1,096 0 6,539 0 0
Legal and audit fees 5,105 824 19,688 0 18,264
Registration fees 7,383 0 14,773 0 25,943
Directors' fees 99 37 1,633 549 4,102
Shareholder reports 172 0 11,703 0 21,192
Other 44 136 352 2,019 12,716
TOTAL EXPENSES 52,791 469,671 2,880,548
Less:
Waived fees and reimbursed
expenses fees (30,606) (3,739) (229,312) (55,626) (532,017)
NET EXPENSES 22,185 240,359 2,348,531
NET INVESTMENT INCOME (LOSS) 447,520 6,894,824 18,832,137
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on
sale of investments 6,537 2,582,335 8,676,066
Net change in unrealized
appreciation (depreciation)
of investments 143,807 (400,040) 1,907,127
NET GAIN (LOSS) ON INVESTMENTS 150,344 2,182,295 10,583,193
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 597,864 $ 9,077,119 $ 29,415,330
<CAPTION>
PRO FORMA PRO FORMA
INVESTMENT INCOME ADJUSTMENTS COMBINED
---------------------------
<S> <C> <C>
Interest $ 29,367,220
Securities lending income 116,841
Net expenses from master/core
portfolios 0
TOTAL INVESTMENT INCOME 29,484,061
EXPENSES
Advisory fees 6,465 (e) 2,163,490
Administration fees 216,998 (e) 649,047
Custody fees 20,375 (e) 86,540
Shareholder serv fees 45,085 (e) 45,085
Portfolio accounting fees (99,987)(e) 80,000
Transfer agency fees (854,844)(e) 239,166
Distribution fees (19,319)(e) 57,958
Organization costs (7,635)(e) 0
Legal and audit fees (10,970)(e) 32,911
Registration fees 0 48,099
Directors' fees 9 (e) 6,429
Shareholder reports (3,307)(e) 29,760
Other (764)(e) 14,502
TOTAL EXPENSES 3,452,989
Less:
Waived fees and reimbursed
expenses fees 746,590 (f) (104,710)
NET EXPENSES 3,348,279
NET INVESTMENT INCOME (LOSS) 26,135,782
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on
sale of investments 11,264,938
Net change in unrealized
appreciation (depreciation)
of investments 1,650,894
NET GAIN (LOSS) ON INVESTMENTS 12,915,832
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 39,051,614
</TABLE>
- --------------------------------------------------------------------------------
* The Norwest Advantage Income Fund, Norwest Advantage Total Return Bond
Fund, and Norwest Advantage Performa Strategic Value Bond Fund are
merging to form the Wells Fargo Income Fund, historical accounting data
from the Norwest Advantage Income Fund will be kept.
(a) The Norwest AdvantagePerforma Strategic Value Bond Fund, a "Gateway Fund",
invests in securities through a "Core Portfolio", the Norwest Advantage
Strategic Value Bond Portfolio. Expenses allocated from the Core Portfolio
to the Gateway Fund over the year ended November 30, 1998 have been
disbursed according to the percentage of each expense at the Core
Portfolio level.
(b) The Norwest Advantage Total Return Bond Fund, a "Gateway Fund", invests
in securities through a "Core Portfolio", the Norwest Advantage Strategic
Value Bond Portfolio. Expenses allocated from the Core Portfolio to the
Gateway Fund over the year ended November 30, 1998 have been disbursed
according to the percentage of each expense at the Core Portfolio level.
(c) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(d) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(e) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(f) Reflects a change in the amount Wells Fargo would have waived to keep
the Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-20
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE STRATEGIC
VALUE BOND PORTFOLIO AND NORWEST ADVANTAGE INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST ADVANTAGE NORWEST
(UNAUDITED) NOVEMBER 30, 1998 STRATEGIC VALUE ADVANTAGE PRO FORMA
INTEREST MATURITY BOND PORTFOLIO INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
ASSET BACKED SECURITIES
$ 3,000,000 Aesop Funding II LLC, Series 1998-1 A, 6.14% 5/20/06 $ 3,049,335 $ 0 $ 3,049,335
3,500,000 Chevy Chase Master Credit Card Trust, 0
Series 1998-6 A 5.54 9/15/04 3,461,172 0 3,461,172
2,000,000 Dollar Thrifty Rent A Car 6.70 9/25/07 2,023,126 0 2,023,126
3,237,000 EQCC Home Equity Loan Trust, 0
Series 1998-1 A6F 6.25 12/15/07 3,257,150 0 3,257,150
4,998,518 First Plus Home Loan Trust, Series 1996-2 A5 7.47 2/20/11 0 5,171,767 5,171,767
3,784,440 First USA Consumer Trust, Class A 6.50 9/15/02 0 3,790,355 3,790,355
7,000,000 Green Tree Financial Corporation, Series 1997-6 A7 7.14 1/15/29 0 7,644,490 7,644,490
2,919,881 Green Tree Financial Corporation, Series 1997-7 A8 6.86 9/15/16 2,958,992 0 2,958,992
2,000,000 Loop Funding Master Trust, Series 1997-AER B1 5.62 12/26/07 1,975,938 0 1,975,938
5,000,000 Premier Auto Trust, Series 1998-2 A3 5.77 1/6/02 0 5,046,800 5,046,800
2,000,000 Oakwood Mortgage Investors, Incorporated, 0
Series 1995-A A3 7.10 9/15/20 2,086,944 0 2,086,944
1,171,873 Sequoia Mortgage Trust, Series 2 A1 6.42 10/25/24 1,161,075 0 1,161,075
TOTAL ASSET BACKED SECURITIES $ 19,973,732 $ 21,653,412 $ 41,627,144
COLLATERALIZED MORTGAGE OBLIGATIONS
$ 1,500,000 Bear Stearns Structured Securities, Incorporated,
Series 1997-2 1A2 7.00% 8/25/36 $ 1,522,734 $ 0 $ 1,522,734
1,943,777 FAMC, Series CS-1012 1 7.06 7/25/02 2,016,669 0 2,016,669
2,500,000 FHLMC Structured Pass Through Securities,
Series T-8 A4 7.00 8/15/13 2,561,550 0 2,561,550
2,300,000 GNMA, Series 1998-14 PD 6.00 6/20/23 2,319,263 0 2,319,263
4,000,000 MLMI, Incorporated, Series 1997-C1 A3 7.12 6/18/29 4,293,220 0 4,293,220
1,571,077 Vendee Mortgage Trust, Series 1992-2 G 7.25 2/15/19 1,648,828 0 1,648,828
4,500,000 Vendee Mortgage Trust, Series 1994-1 2E 6.50 1/15/17 4,577,580 0 4,577,580
3,500,000 Vendee Mortgage Trust, Series 1996-2 1E 6.75 5/15/20 3,591,375 0 3,591,375
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS $ 22,531,219 $ 0 $ 22,531,219
CORPORATE BONDS & NOTES
$ 3,000,000 AEP Resources, Incorporated 6.50% 12/1/03 $ 0 $ 3,024,090 $ 3,024,090
750,000 AK Steel Corporation 9.13 12/15/06 795,000 0 795,000
2,500,000 Alabama Power Company 5.35 11/15/03 0 2,501,000 2,501,000
6,000,000 AMBAC, Incorporated 9.38 8/1/11 0 7,975,200 7,975,200
300,000 American Express Credit 7.38 2/1/99 0 301,010 301,010
6,000,000 American Home Products Corporation 7.25 3/1/23 0 6,767,700 6,767,700
1,250,000 American Standard Cos., Incorporated 7.13 2/15/03 1,257,504 0 1,257,504
3,100,000 Amoco Canada 7.25 12/1/02 0 3,338,111 3,338,111
2,500,000 Applied Materials, Incorporated 7.00 9/6/05 2,640,355 0 2,640,355
525,000 Aramark Services, Incorporated 6.75 8/1/04 528,240 0 528,240
3,000,000 Associates Corp of North America 6.25 11/1/08 0 3,093,660 3,093,660
1,000,000 Atlas Air, Incorporated 9.25 4/15/08 1,002,500 0 1,002,500
4,000,000 Bank of Boston Corporation 6.63 12/1/05 0 4,180,520 4,180,520
1,000,000 Barrett Resources Corporation 7.55 2/1/07 1,020,423 0 1,020,423
2,000,000 Bausch & Lomb, Incorporated 6.75 12/15/04 2,095,896 0 2,095,896
3,000,000 Bayerische Landesbank, New York 6.20 2/9/06 0 3,088,890 3,088,890
2,000,000 Bear Stearns Company, Incorporated 6.13 2/1/03 2,012,008 0 2,012,008
500,000 Buckeye Technologies, Incorporated 8.50 12/15/05 522,500 0 522,500
1,000,000 Calenergy Company, Incorporated 7.23 9/15/05 1,025,929 0 1,025,929
100,000 Central Power & Light Corporation 6.63 7/1/05 0 105,682 105,682
500,000 Chancellor Media Group 9.38 10/1/04 520,000 0 520,000
3,000,000 Charles Schwab Corporation 6.88 9/2/03 3,138,114 0 3,138,114
3,500,000 CIT Group, Incorporated 5.91 11/23/05 0 3,525,725 3,525,725
100,000 Citigroup, Incorporated 8.63 2/1/07 0 117,934 117,934
4,550,000 Clear Channel Communications, Incorporated 7.25 10/15/27 0 4,495,218 4,495,218
3,000,000 Colgate-Palmolive Company 5.58 11/6/08 0 3,038,610 3,038,610
5,000,000 Connecticut Light & Power 7.88 6/1/01 0 5,235,350 5,235,350
3,000,000 Continental Airlines 6.80 7/2/07 3,051,315 0 3,051,315
2,500,000 Corestates Capital Corporation 9.63 2/15/01 2,706,805 0 2,706,805
100,000 Countrywide Funding Corporation 6.05 3/1/01 0 100,009 100,009
2,500,000 Dayton Hudson Company 5.90 6/15/37 2,525,105 0 2,525,105
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-21
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE STRATEGIC
VALUE BOND PORTFOLIO AND NORWEST ADVANTAGE INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST ADVANTAGE NORWEST
(UNAUDITED) NOVEMBER 30, 1998 STRATEGIC VALUE ADVANTAGE PRO FORMA
INTEREST MATURITY BOND PORTFOLIO INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
2,000,000 Dean Witter Discover & Company 6.75 1/1/16 0 2,123,460 2,123,460
4,800,000 Dillard Department Stores, Incorporated 9.13 8/1/11 0 5,908,272 5,908,272
1,420,000 Eli Lilly & Company 6.25 3/15/03 0 1,486,996 1,486,996
3,000,000 Equitable Life Assurance Society 6.95 12/1/05 3,178,857 0 3,178,857
2,000,000 Farmers Exchange Capital 7.20 7/15/48 2,027,058 0 2,027,058
500,000 Federal Mogul Corporation 7.50 7/1/04 496,435 0 496,435
2,500,000 First Bank Systems, Incorporated 8.00 7/2/04 2,780,523 0 2,780,523
1,500,000 Flowers Industries, Incorporated 7.15 4/15/28 0 1,582,035 1,582,035
3,000,000 Ford Motor Credit Company 7.00 9/25/01 0 3,122,520 3,122,520
1,000,000 Fred Meyer, Incorporated 7.38 3/1/05 1,049,004 0 1,049,004
6,000,000 General Electric Capital Corporation 8.70 2/15/03 0 6,787,260 6,787,260
3,000,000 General Motors Acceptance Corporation 5.75 11/10/03 0 3,024,180 3,024,180
2,000,000 Genfinance Luxembourg SA 6.34 5/29/49 1,930,000 0 1,930,000
50,000 Great Atlantic & Pacific Tea 7.70 1/15/04 0 51,263 51,263
3,000,000 Gruma SA de CV 7.63 10/15/07 0 2,746,050 2,746,050
500,000 GS Escrow Corporation 7.13 8/1/05 493,556 0 493,556
305,000 GTE North, Incorporated 5.50 2/15/99 0 305,241 305,241
3,000,000 Hilton Hotels Corporation 7.50 12/15/17 0 2,868,570 2,868,570
500,000 HMH Properties 7.88 8/1/05 498,750 0 498,750
700,000 Imperial Oil Ltd. 8.30 8/20/01 0 753,627 753,627
200,000 Kentucky Utility 5.95 6/15/00 0 202,678 202,678
5,000,000 Key Bank N.A. 6.50 4/15/08 0 5,331,600 5,331,600
1,000,000 Kroger Company 8.15 7/17/06 1,123,848 0 1,123,848
1,200,000 Lehman Brothers Holdings 6.63 12/27/02 0 1,206,912 1,206,912
7,000,000 Lehman Brothers Holdings 8.50 8/1/15 0 7,715,050 7,715,050
2,000,000 Levi Strauss & Company 6.80 11/1/03 2,028,592 0 2,028,592
2,500,000 Lincoln National Corporation 7.00 3/15/18 2,579,448 0 2,579,448
50,000 Louisiana Power & Light 7.50 1/1/02 0 50,358 50,358
500,000 Lyondell Petrochemical 9.80 2/1/20 508,280 0 508,280
1,000,000 Mallinckrodt, Incorporated 6.30 3/15/01 1,004,720 0 1,004,720
2,500,000 Massachusetts Institute of Technology 7.25 11/2/96 2,972,390 0 2,972,390
250,000 McDonald's Corporation 7.38 7/15/02 0 252,690 252,690
6,800,000 Merck & Company, Incorporated 6.40 3/1/28 0 7,330,128 7,330,128
4,000,000 Merrill Lynch & Company, Incorporated 6.88 11/15/18 0 4,212,200 4,212,200
750,000 MGM Grand, Incorporated 6.95 2/1/05 720,243 0 720,243
250,000 Midland Bank plc 6.95 3/15/11 0 265,260 265,260
500,000 Morgan Guaranty Trust Company 7.38 2/1/02 0 530,530 530,530
5,000,000 Motorola, Incorporated 6.50 11/15/28 0 5,161,200 5,161,200
1,000,000 Nabisco, Incorporated 6.00 2/15/11 1,003,564 0 1,003,564
4,650,000 Nabisco, Incorporated 7.05 7/15/07 0 4,760,856 4,760,856
2,000,000 Nabisco, Incorporated 7.55 6/15/15 0 2,013,080 2,013,080
150,000 National Rural Utilities 6.50 9/15/02 0 157,210 157,210
3,000,000 National Rural Utilities 5.00 10/1/02 0 2,983,290 2,983,290
5,000,000 NationsBank Corporation 7.80 9/15/16 0 5,842,000 5,842,000
140,000 New York Telephone Company 6.13 1/15/10 0 145,072 145,072
3,000,000 News America Holdings 8.88 4/26/23 0 3,665,460 3,665,460
500,000 Niagara Mohawk Power 7.38 7/1/03 512,290 0 512,290
250,000 Northern Illinois Gas 5.88 5/1/00 0 250,113 250,113
1,000,000 Northwest Airlines Corporation 8.38 3/15/04 1,019,026 0 1,019,026
400,000 Ohio Bell Telephone Company 5.75 5/1/00 0 402,936 402,936
2,225,000 Old Kent Financial Corporation 6.63 11/15/05 2,329,335 0 2,329,335
7,500,000 Oracle Corporation 6.72 2/15/04 2,609,675 5,219,350 7,829,025
750,000 Outdoor Systems, Incorporated 8.88 6/15/07 798,750 0 798,750
1,000,000 Owens-Illinois, Incorporated 7.85 5/15/04 1,041,011 0 1,041,011
585,000 Pennsylvania Power & Light Company 6.88 3/1/04 0 629,413 629,413
2,000,000 Pep Boys 6.71 11/3/04 2,037,024 0 2,037,024
2,500,000 Philip Morris Cos., Incorporated 7.50 4/1/04 2,684,300 0 2,684,300
100,000 Philip Morris, Incorporated 6.00 7/15/01 0 101,244 101,244
5,000,000 PNC Bank Corporation 6.50 5/1/08 0 5,258,200 5,258,200
1,400,000 Potomac Capital Investment 7.05 10/2/01 1,433,834 0 1,433,834
2,000,000 Premark International, Incorporated 6.88 11/15/08 0 2,038,100 2,038,100
1,250,000 Premier Parks, Incorporated 9.25 4/1/06 1,320,313 0 1,320,313
3,000,000 Province of British Columbia 5.38 10/29/08 0 2,994,150 2,994,150
3,000,000 Province of Ontario 5.50 10/1/08 0 3,022,410 3,022,410
1,750,000 Prudential Insurance Company 7.65 7/1/07 1,909,433 0 1,909,433
1,000,000 R & B Falcon Corporation 6.75 4/15/05 958,963 0 958,963
500,000 Randall's Food Markets 9.38 7/1/07 542,500 0 542,500
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-22
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE STRATEGIC
VALUE BOND PORTFOLIO AND NORWEST ADVANTAGE INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST ADVANTAGE NORWEST
(UNAUDITED) NOVEMBER 30, 1998 STRATEGIC VALUE ADVANTAGE PRO FORMA
INTEREST MATURITY BOND PORTFOLIO INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
2,000,000 Raytheon Company 5.95 3/15/01 2,028,244 0 2,028,244
500,000 Regal Cinemas, Incorporated 9.50 6/1/08 527,500 0 527,500
2,500,000 Reinsurance Group of America 7.25 4/1/06 2,724,525 0 2,724,525
2,500,000 Reliastar Financial Corporation 7.13 3/1/03 2,593,290 0 2,593,290
15,000 Republic of Italy 6.00 9/27/03 0 15,453 15,453
85,000 RJR Nabisco, Incorporated 8.75 8/15/05 0 87,708 87,708
3,000,000 Royal Caribbean Cruises 7.13 9/18/02 3,061,404 0 3,061,404
7,000,000 Royal Caribbean Cruises 7.25 8/15/06 0 7,143,430 7,143,430
500,000 Sinclair Broadcast Group 8.75 12/15/05 507,500 0 507,500
200,000 Southwest Airlines 7.88 9/1/07 0 228,566 228,566
100,000 Southwest Bell Telephone 6.63 7/15/07 0 107,418 107,418
1,500,000 Sprint Capital Corporation 6.88 11/15/28 0 1,579,875 1,579,875
2,500,000 Susa Partnership LP 8.20 6/1/17 2,520,440 0 2,520,440
1,000,000 Teekay Shipping Corporation 8.32 2/1/08 1,002,500 0 1,002,500
1,000,000 Tenet Healthcare Corporation 7.88 1/15/03 1,024,651 0 1,024,651
2,500,000 Tenneco, Incorporated 10.08 2/1/01 2,714,267 0 2,714,267
2,500,000 Terra Nova (U.K.) Holdings 7.20 8/15/07 2,597,740 0 2,597,740
1,875,000 Texas Utilities Company 6.20 10/1/02 1,916,833 0 1,916,833
100,000 Time Warner Entertainment 7.25 9/1/08 0 109,419 109,419
1,400,000 Tommy Hilfiger 6.50 6/1/03 1,381,158 0 1,381,158
7,000,000 Tosco Corporation 7.80 1/1/27 0 7,948,570 7,948,570
1,500,000 Toyota Motor Credit Corporation 5.63 11/13/03 0 1,517,010 1,517,010
1,250,000 Tricon Global Restaurants 7.65 5/15/08 1,294,067 0 1,294,067
1,000,000 Triton Energy Ltd. Corporation 8.75 4/15/02 962,500 0 962,500
4,500,000 Tyco International Group 5.88 11/1/04 0 4,483,125 4,483,125
2,500,000 United Telecommunications, Incorporated 9.50 4/1/03 2,879,247 0 2,879,247
3,500,000 Van Kampen, CLO-I 5.62 10/8/07 3,465,339 0 3,465,339
800,000 Wachovia Corporation 7.00 12/15/99 0 812,672 812,672
5,000,000 Wal-Mart Stores, Incorporated 9.10 7/15/00 0 5,315,700 5,315,700
4,500,000 Walt Disney Company 5.25 12/1/03 0 4,513,725 4,513,725
1,000,000 Western Financial Savings 8.50 7/1/03 845,586 0 845,586
2,000,000 Whitman Corporation 7.29 9/15/26 2,159,668 0 2,159,668
2,000,000 Williams Cos., Incorporated 6.13 2/15/02 2,036,024 0 2,036,024
3,500,000 Wisconsin Power & Light 5.70 10/15/08 0 3,560,480 3,560,480
65,000 WMC Finance USA 6.50 11/15/03 0 67,213 67,213
3,800,000 Worldcom, Incorporated 6.40 8/15/05 0 3,952,456 3,952,456
3,000,000 Yorkshire Power Finance 6.15 2/25/03 0 3,027,810 3,027,810
TOTAL CORPORATE BONDS & NOTES $ 106,675,899 $197,860,303 $ 304,536,202
INVESTMENT IN LIMITED PERTNERSHIP
$ 616,000 PPM America CBO II 12/18/04 $ 660,352 $ 0 $ 660,352
MORTGAGE BACKED SECURITIES
FFCB
$ 250,000 FFCB 6.28% 1/22/01 $ 0 $ 257,017 $ 257,017
FHLMC
$ 205,000 FHLMC 7.13% 7/21/99 $ 0 $ 207,688 $ 207,688
100,000 FHLMC 7.05 6/8/05 0 102,594 102,594
8,068,364 FHLMC #C80461 7.00 1/19/05 0 8,242,318 8,242,318
7,744,436 FHLMC #D70924 6.50 4/28/06 0 7,809,799 7,809,799
$ 0 $ 16,362,399 $ 16,362,399
FNMA
$ 250,000 FNMA 7.08% 5/6/02 $ 0 $ 252,145 $ 252,145
2,250,000 FNMA 6.85 4/5/04 2,419,821 0 2,419,821
7,350,945 FNMA 6.16 8/7/28 7,974,313 0 7,974,313
8,000,000 FNMA 6.00 5/15/08 0 8,424,160 8,424,160
1,966,778 FNMA #73919 6.80 1/1/04 2,064,249 0 2,064,249
1,975,259 FNMA #375168 7.13 6/1/04 2,110,790 0 2,110,790
2,984,894 FNMA #380268 6.20 5/2/05 3,080,823 0 3,080,823
3,224,508 FNMA #402870 6.50 1/1/28 3,250,981 0 3,250,981
1,959,995 FNMA #408118 6.50 1/3/28 1,976,086 0 1,976,086
2,475,204 FNMA #415414 6.50 2/1/28 2,495,179 0 2,495,179
3,911,118 FNMA #415714 6.00 4/1/28 3,865,358 0 3,865,358
3,022,843 FNMA #417648 6.00 2/1/13 3,029,282 0 3,029,282
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-23
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE STRATEGIC
VALUE BOND PORTFOLIO AND NORWEST ADVANTAGE INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST ADVANTAGE NORWEST
(UNAUDITED) NOVEMBER 30, 1998 STRATEGIC VALUE ADVANTAGE PRO FORMA
INTEREST MATURITY BOND PORTFOLIO INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
5,046,215 FNMA #429604 6.00 6/1/28 4,984,717 0 4,984,717
2,385 FNMA #303414 6.50 7/1/02 0 2,418 2,418
8,930,720 FNMA #398325 6.00 7/3/07 0 8,821,854 8,821,854
$ 37,251,599 $ 17,500,577 $ 54,752,176
GNMA
$ 2,938,367 Pool 345066 6.50% 10/15/23 $ 2,976,301 $ 0 $ 2,976,301
2,881,217 Pool 346960 6.50 12/15/23 2,918,414 0 2,918,414
2,695,600 Pool 354692 6.50 11/15/23 2,730,400 0 2,730,400
3,253,279 Pool 361398 6.50 1/15/24 3,293,848 0 3,293,848
3,354,617 Pool 366641 6.50 11/15/23 3,397,925 0 3,397,925
3,605,249 Pool 473918 7.00 5/22/28 3,695,380 0 3,695,380
$ 19,012,268 $ 0 $ 19,012,268
SLMA
$ 500,000 SLMA 6.05% 9/14/00 $ 0 $ 509,930 $ 509,930
705,000 SLMA 6.00 1/16/01 0 705,416 705,416
$ 0 $ 1,215,346 $ 1,215,346
TVA
$ 6,000,000 TVA 6.00% 3/15/13 $ 0 $ 6,275,400 $ 6,275,400
TOTAL MORTGAGE BACKED SECURITIES $ 56,263,867 $ 41,610,739 $ 97,874,606
MUNICIPAL NOTES
$ 4,000,000 Denver, CO, City and County SD #1, Educational
Facilities RV, Taxable Pension,
School Facilities
Lease, AMBAC insured (cost $4,000,000) 6.49% 12/15/02 $ 0 $ 4,167,800 $ 4,167,800
2,000,000 Hudson County, NJ, Import Authority Facilities,
Leasing RV, FSA Insured 7.40 12/1/25 2,263,906 0 2,263,906
3,160,000 New York City, GO Bonds, Series K, 6.10 8/1/01 3,257,537 0 3,257,537
1,045,000 Washington State, GO Bonds, State Housing
Trust Fund, Series T 6.60 1/1/03 1,101,085 0 1,101,085
2,010,000 Western Minnesota, Power Agency RV,
Series A, AMBAC Insured 6.33 1/1/02 2,066,822 0 2,066,822
TOTAL MUNICIPAL NOTES $ 8,689,350 $ 4,167,800 $ 12,857,150
U.S. TREASURY OBLIGATIONS
U.S. TREASURY BONDS
$ 6,500,000 U.S. Treasury Bonds 10.75% 5/15/03 $ 0 $ 8,046,415 $ 8,046,415
5,000,000 U.S. Treasury Bonds 9.88 11/15/15 0 7,627,500 7,627,500
3,000,000 U.S. Treasury Bonds 8.88 2/15/19 0 4,305,600 4,305,600
15,500,000 U.S. Treasury Bonds 6.75 8/15/26 18,706,563 0 18,706,563
8,700,000 U.S. Treasury Bonds 6.13 11/15/27 0 9,826,389 9,826,389
$ 18,706,563 $ 29,805,904 $ 48,512,467
U.S. TREASURY NOTES
$ 1,000,000 U.S. Treasury Notes 5.75% 11/15/00 $ 0 $ 1,021,440 $ 1,021,440
3,500,000 U.S. Treasury Notes 7.88 8/15/01 0 3,786,370 3,786,370
2,000,000 U.S. Treasury Notes 6.25 10/31/01 0 2,086,740 2,086,740
5,500,000 U.S. Treasury Notes 6.00 7/31/02 0 5,747,170 5,747,170
4,000,000 U.S. Treasury Notes 11.88 11/15/03 0 5,241,040 5,241,040
4,000,000 U.S. Treasury Notes 7.25 8/15/04 0 4,500,720 4,500,720
3,000,000 U.S. Treasury Notes 7.50 2/15/05 0 3,436,950 3,436,950
5,000,000 U.S. Treasury Notes 7.00 7/15/06 5,689,065 0 5,689,065
3,000,000 U.S. Treasury Notes 7.00 7/15/06 0 3,412,860 3,412,860
5,000,000 U.S. Treasury Notes 6.50 10/15/06 0 5,541,000 5,541,000
10,000,000 U.S. Treasury Notes 6.63 5/15/07 0 11,233,700 11,233,700
11,800,000 U.S. Treasury Notes 5.63 5/15/08 0 12,551,188 12,551,188
2,000,000 U.S. Treasury Notes 4.75 11/15/08 0 2,003,100 2,003,100
$ 5,689,065 $ 60,562,278 $ 66,251,343
TOTAL U.S. TREASURY OBLIGATIONS $ 24,395,628 $ 90,368,182 $ 114,763,810
SHORT-TERM INSTRUMENTS
$ 3,302,040 Norwest Cash Investment Fund $ 0 $ 3,302,040 $ 3,302,040
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-24
<PAGE>
WELLS FARGO FUNDS - INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE STRATEGIC
VALUE BOND PORTFOLIO AND NORWEST ADVANTAGE INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST ADVANTAGE NORWEST
(UNAUDITED) NOVEMBER 30, 1998 STRATEGIC VALUE ADVANTAGE PRO FORMA
INTEREST MATURITY BOND PORTFOLIO INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
REPURCHASE AGREEMENTS
$ 8,001,860 NationsBanc Montgomery Securities, Incorporated,
to be repurchased at $8,003,083 5.50% 12/1/98 $ 8,001,860 $ 0 $ 8,001,860
PRO FORMA ADJUSTMENTS (c)
To Securities at Market Value $(127,798,216) $ 0 $(127,798,216)
From Other Assets and Liablities from Core Portfolio (1,201,646) 0 (1,201,646)
$(128,999,862) $ 0 $(128,999,862)
TOTAL INVESTMENTS IN SECURITIES $ 118,192,045 $358,962,476 $ 606,154,383
(Cost $466,434,201)
</TABLE>
(a) Due to different investment objectives, certain of these securities
may be sold by the Investment Manager once the Funds are Merged.
(b) See historical financial statements and footnotes thereto of each
of the Funds regarding valuation of securities.
(c) The Norwest AdvantageTotal Return Bond Fund and Norwest Advantage
Performa Strategic Value Bond Fund invest directly into and
comprise 48.3% (44.4% and 3.9%, respectively) of the Norwest
Strategic Value Bond Portfolio's net assets.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-25
<PAGE>
WELLS FARGO FUNDS - INTERMEDIATE GOVERNMENT INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE
STAGECOACH U.S STAGECOACH U.S. INTERMEDIATE
GOVERNMENT INCOME GOVERNMENT GOVERNMENT PRO FORMA PRO FORMA
FUND ALLOCATION INCOME FUND ADJUSTMENTS COMBINED
----------------- --------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $ 227,753,976 $ 95,119,231 $ 447,046,729 $ 769,919,936
Cash 6,664 4,436 0 11,100
Receivables:
Dividends and Interest 1,443,919 190,520 4,659,021 6,293,460
Fund shares sold 165,500 0 268,818 434,318
Due from advisor 0 0 0 3,471 (c) 3,471
Organization expenses, net of amortization 0 3,471 11,357 (3,471)(c) 11,357
Prepaid expenses 865 0 0 865
TOTAL ASSETS 229,370,924 95,317,658 451,985,925 776,674,507
LIABILITIES
Payables:
Distribution to shareholders 921,078 239,631 16,257 1,176,966
Fund shares redeemed 29,092 100 265,342 294,534
Due to distributor 134,960 19,643 33,594 188,197
Due to advisor 153,822 84,753 213,597 452,172
Other 157,383 185,672 44,502 387,557
TOTAL LIABILITIES 1,396,335 529,799 573,292 2,499,426
TOTAL NET ASSETS $ 227,974,589 $ 94,787,859 $ 451,412,633 $ 774,175,081
NET ASSETS CONSIST OF:
Paid-in capital $ 240,425,975 $ 116,428,470 $ 455,430,379 $ 812,284,824
Undistributed net investment income (loss) 459,775 459,775
Undistributed net realized gain (loss)
on investments (16,062,128) (22,073,129) (18,368,714) (56,503,971)
Net unrealized appreciation (depreciation)
of investments 3,610,742 432,518 13,891,193 17,934,453
TOTAL NET ASSETS $ 227,974,589 $ 94,787,859 $ 451,412,633 $ 774,175,081
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 180,384,472 $ 76,624,390 $ 17,064,962 $ 274,073,822
Shares outstanding - Class A 16,309,961 5,091,974 1,475,293 811,315 (d) 23,688,543
Net asset value per share - Class A $ 11.06 $ 15.05 $ 11.57 $ 11.57
Maximum offering price per share - Class A $ 11.58 $ 15.76 $ 12.05
Net Assets - Class B $ 35,583,777 $ 18,163,469 $ 9,011,499 $ 62,758,745
Shares outstanding - Class B 3,269,106 1,658,454 779,618 (278,170)(d) 5,429,008
Net asset value and offering price per
share - Class B $ 10.88 $ 10.95 $ 11.56 $ 11.56
Net Assets - Class C $ 3,881,752 $ 3,881,752
Shares outstanding - Class C 356,415 356,415
Net asset value and offering price per
share - Class C $ 10.89 $ 10.89
Net Assets - Institutional Class $ 8,124,588 $ 425,336,172 $ 433,460,760
Shares outstanding - Institutional Class 508,678 36,756,976 193,531 (d) 27,459,185
Net asset value and offering price per
share - Institutional Class $ 15.97 $ 11.57 $ 11.57
INVESTMENT AT COST $ 224,143,234 $ 94,686,714 $ 433,155,536 $ 751,985,484
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(SEE S-77)
S-26
<PAGE>
WELLS FARGO FUNDS - INTERMEDIATE GOVERNMENT INCOME FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE
STAGECOACH U.S STAGECOACH U.S. INTERMEDIATE
GOVERNMENT GOVERNMENT MASTER-FEEDER GOVERNMENT PRO FORMA PRO FORMA
INCOME FUND (a) ALLOCATION ADJUSTMENTS (b) INCOME FUND ADJUSTMENTS COMBINED
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 14,752,918 $ 5,360,799 $ 28,085,899 $ 48,199,616
Securities lending income 0 0 94,059 94,059
Net expenses from master/core portfolios 0 (18,528) 18,528 0 0
TOTAL INVESTMENT INCOME 14,752,918 5,342,271 28,179,958 48,293,675
EXPENSES
Advisory fees 1,155,601 458,521 17,898 1,392,170 721,633 (e) 3,745,823
Administration fees 157,954 65,014 421,870 478,909 (e) 1,123,747
Custody fees 107,622 0 0 42,211 (e) 149,833
Shareholder serv fees 676,885 285,847 0 (106,839)(e) 855,893
Portfolio accounting fees 107,732 76,366 82,000 (186,098)(e) 80,000
Transfer agency fees 317,539 133,393 1,054,674 (770,274)(e) 735,332
Distribution fees 257,782 121,430 85,366 (48,303)(e) 416,275
Organization costs 134 2,690 11,920 (2,824)(e) 11,920
Legal and audit fees 52,864 35,755 599 21,676 (27,725)(e) 83,171
Registration fees 74,766 35,114 35,921 0 145,801
Directors' fees 3,819 3,780 5,683 (6,853)(e) 6,429
Shareholder reports 119,581 66,907 34,374 (22,086)(e) 198,776
Other 32,895 16,565 31 9,342 (2,942)(e) 55,891
TOTAL EXPENSES 3,065,174 1,301,382 3,154,996 7,608,890
Less:
Waived fees and reimbursed expenses fees (745,868) (96,083) (222,860) (74,885)(f) (1,139,696)
NET EXPENSES 2,319,306 1,205,299 2,932,136 6,469,195
NET INVESTMENT INCOME (LOSS) 12,433,612 4,136,972 25,247,822 41,824,480
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale
of investments 1,996,013 1,724,534 7,985,954 11,706,501
Net change in unrealized appreciation
(depreciation) of investments 1,287,680 (308,757) 7,557,509 8,536,432
NET GAIN (LOSS) ON INVESTMENTS 3,283,693 1,415,777 15,543,463 20,242,933
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 15,717,305 $ 5,552,749 $ 40,791,285 $62,067,413
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Stagecoach U.S. Government Income Fund, Stagecoach U.S. Government
Allocation Fund, and Norwest Advantage Intermediate Government Income
Fund are merging to form the Wells Fargo Intermediate Government Income
Fund, historical accounting data from the Norwest Advantage
Intermediate Government Income Fund will be kept.
(a) Information shown prior to December 12, 1997, is for the Overland U.S.
Government Income Fund which merged with the Stagecoach Ginne Mae Fund on
December 12, 1997, and was renamed. the Stagecoach U.S. Government Income
Fund
(b) Information shown prior to December 12, 1997, is for the Stagecoach U.S.
Government Allocation Fund which was a "Feeder Fund" investing in a
"Master Portfolio", the U.S. Government Allocation Master Portfolio, and
the expenses allocated to the Feeder have been disbursed according to
the percentage of each expense at the Master Portfolio level. On
December 12, 1997, the U.S. Government Allocation Master Portfolio was
dissolved.
(c) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(d) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors. (e) Reflects adjustment in expenses
due to elimination of duplicate services or effect of purposed contract
rate.
(f) Reflects a change in the amount Wells Fargo would have waived to keep
the Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(SEE S-77)
S-27
<PAGE>
WELLS FARGO FUNDS - INTERMEDIATE GOVERNMENT INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH U.S. GOVERNMENT INCOME FUND,
STAGECOACH U.S. GOVERNMENT ALLOCATION FUND AND NORWEST ADVANTAGE INTERMEDIATE
GOVERNMENT INCOME FUND(a)
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 U.S. GOVERNMENT U.S. GOVERNMENT INTERMEDIATE GOVERNMENT PRO FORMA
INTEREST MATURITY INCOME FUND ALLOCATION FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY
SECURITIES
FEDERAL AGENCY - OTHER
$ 4,000,000 Tennessee Valley Authority 6.38% 06/15/05 $ 4,268,120 $ 0 $ 0 $ 4,268,120
5,000,000 Tennessee Valley Authority 6.75 11/01/25 5,599,350 0 0 5,599,350
8,500,000 Tennessee Valley Authority 6.00 3/15/13 0 0 8,890,150 8,890,150
$ 9,867,470 $ 0 $ 8,890,150 $ 18,757,620
0
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION 0
$ 6,183,121 FAMC Series AS-1006-1 7.49% 1/25/12 $ 0 $ 0 $ 6,726,079 $ 6,726,079
4,387,551 FAMC Series BA-1001-1 6.92 1/25/03 0 0 4,528,777 4,528,777
3,101,832 FAMC Series CS-1001-1 7.19 7/25/01 0 0 3,193,919 3,193,919
8,700,028 FAMC Series CS-1010-1 7.42 7/25/02 0 0 9,129,591 9,129,591
$ 0 $ 0 $ 23,578,366 $ 23,578,366
0
FEDERAL HOME LOAN BANK 0
$10,000,000 FHLB 5.13% 9/15/03 $ 0 $ 0 $ 10,047,700 $ 10,047,700
5,000,000 FHLB 7.59 3/10/05 0 0 5,638,000 5,638,000
9,000,000 FHLB 6.41 10/11/05 0 0 9,631,710 9,631,710
7,000,000 FHLB 6.44 12/12/11 0 0 7,664,580 7,664,580
$ 0 $ 0 $ 32,981,990 $ 32,981,990
0
FEDERAL HOME LOAN
MORTGAGE CORPORATION 0
$ 4,000,000 FHLMC 8.07% 1/27/05 $ 0 $ 0 $ 4,601,200 $ 4,601,200
10,000,000 FHLMC 7.10 4/10/07 0 0 11,166,100 11,166,100
10,000,000 FHLMC 5.00 12/1/98 0 0 10,000,000 10,000,000
5,000,000 FHLMC 7.10 04/10/07 5,554,700 0 0 5,554,700
14,850,000 FHLMC POOL #C00680 6.00 11/1/28 0 0 14,678,335 14,678,335
19,364,074 FHLMC POOL #C80461 7.00 12/1/26 0 0 19,781,563 19,781,563
7,744,436 FHLMC POOL #D70924 6.50 5/1/26 0 0 7,809,799 7,809,799
1,996,934 FHLMC POOL #G00683 8.50 12/01/25 2,089,452 0 0 2,089,452
$ 7,644,152 $ 0 $ 68,036,997 $ 75,681,149
0
FEDERAL NATIONAL
MORTGAGE ASSOCIATION 0
$ 5,000,000 FNMA 5.75% 02/15/08 $ 5,149,200 $ 0 $ 0 $ 5,149,200
10,000,000 FNMA 6.50 7/16/07 0 0 10,761,400 10,761,400
21,500,000 FNMA 6.00 5/15/08 0 0 22,639,930 22,639,930
14,572,872 FNMA POOL #412682 6.00 3/1/28 0 0 14,395,229 14,395,229
9,858,389 FNMA POOL #429182 6.50 5/1/28 0 0 9,932,327 9,932,327
4,920,846 FNMA POOL #73806 7.30 12/1/11 0 0 5,316,040 5,316,040
9,584,946 FNMA POOL# 251700 6.50 05/01/13 9,726,516 0 0 9,726,516
3,391,030 FNMA POOL# 376272 7.00 02/01/12 3,462,242 0 0 3,462,242
9,034,600 FNMA POOL# 415789 6.00 05/01/28 8,917,512 0 0 8,917,512
3,313,748 FNMA POOL# 417768 6.50 03/01/28 3,336,348 0 0 3,336,348
4,797,195 FNMA POOL# 426032 7.50 06/01/28 4,928,015 0 0 4,928,015
8,687,334 FNMA POOL#251615 7.50 04/01/28 8,924,238 0 0 8,924,238
9,686,793 FNMA POOL#251759 6.00 05/01/13 9,702,776 0 0 9,702,776
4,408,056 FNMA POOL#251906 7.50 07/01/28 4,528,264 0 0 4,528,264
437,500 FNMA POOL#421867 6.50 04/01/28 440,484 0 0 440,484
6,112,026 FNMA POOL#424815 6.50 04/01/28 6,153,710 0 0 6,153,710
9,607,134 FNMA POOL#430040 6.50 06/01/28 9,672,654 0 0 9,672,654
9,683,119 FNMA POOL#430194 7.00 06/01/28 9,885,303 0 0 9,885,303
5,304,356 FNMA POOL#430540 7.00 06/01/28 5,415,111 0 0 5,415,111
4,447,910 FNMA POOL#432484 7.00 06/01/28 4,540,782 0 0 4,540,782
9,877,795 FNMA POOL#440447 6.00 09/01/28 9,749,778 0 0 9,749,778
9,888,843 FNMA POOL#443908 6.50 11/01/28 9,956,285 0 0 9,956,285
5,657,067 FNMA POOL#70765 9.00 03/01/21 5,996,830 0 0 5,996,830
$120,486,048 $ 0 $ 63,044,926 $183,530,974
GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION
$ 78,695 GNMA II POOL#001456 11.00% 08/20/20 $ 86,323 $ 0 $ 0 $ 86,323
20,069 GNMA II #001436 10.00 07/20/20 21,679 0 0 21,679
22,637 GNMA II POOL #000766 9.50 05/20/17 24,241 0 0 24,241
193,196 GNMA II POOL #001420 11.00 06/20/20 211,666 0 0 211,666
85,009 GNMA II POOL #001579 9.50 03/20/21 91,030 0 0 91,030
161,838 GNMA II POOL #1236 9.50 08/20/19 173,301 0 0 173,301
669,967 GNMA II POOL# 1273 9.50 10/20/19 717,421 0 0 717,421
223,917 GNMA II POOL# 1472 10.00 09/20/20 241,877 0 0 241,877
151,363 GNMA II POOL# 1544 10.00 01/20/21 163,503 0 0 163,503
264,149 GNMA II POOL# 418627 8.50 11/20/25 279,211 0 0 279,211
374,311 GNMA II POOL#0058 9.00 07/20/22 398,693 0 0 398,693
146,583 GNMA II POOL#1168 9.00 04/20/19 156,345 0 0 156,345
656,605 GNMA II POOL#1239 11.00 08/20/19 719,843 0 0 719,843
145,810 GNMA II POOL#1454 10.00 08/20/20 157,505 0 0 157,505
162,071 GNMA II POOL#1526 10.00 12/20/20 175,071 0 0 175,071
166,858 GNMA II POOL#157247 9.50 05/20/16 178,722 0 0 178,722
958,663 GNMA II POOL#1580 10.00 03/20/21 1,035,557 0 0 1,035,557
89,214 GNMA II POOL#1596 9.00 04/20/21 95,109 0 0 95,109
686,004 GNMA II POOL#1616 10.00 05/20/21 741,028 0 0 741,028
503,633 GNMA II POOL#170928 9.00 09/20/16 532,748 0 0 532,748
122,805 GNMA II POOL#173 10.00 07/20/14 132,125 0 0 132,125
275,513 GNMA II POOL#1740 9.00 12/20/21 293,460 0 0 293,460
81,555 GNMA II POOL#1848 10.00 06/20/22 88,130 0 0 88,130
1,891,593 GNMA II POOL#2268 7.50 08/20/26 1,946,563 0 0 1,946,563
236,293 GNMA II POOL#227132 9.00 07/20/17 249,953 0 0 249,953
1,661,064 GNMA II POOL#2303 7.50 10/20/26 1,709,335 0 0 1,709,335
3,685,566 GNMA II POOL#2496 7.00 10/20/27 3,755,776 0 0 3,755,776
163,977 GNMA II POOL#340045 8.00 03/20/23 170,382 0 0 170,382
24,382 GNMA II POOL#495 10.00 02/20/16 26,274 0 0 26,274
3,531 GNMA II POOL#60 10.00 12/20/13 3,790 0 0 3,790
65,746 GNMA II POOL#811 8.00 02/20/23 68,314 0 0 68,314
17,573 GNMA POOL #233618 10.00 01/15/19 19,011 0 0 19,011
1,979,648 GNMA POOL #319413 7.25 12/15/18 2,052,638 0 0 2,052,638
1,892,780 GNMA POOL #358863 7.25 01/15/29 1,962,566 0 0 1,962,566
1,571,284 GNMA POOL #362584 6.88 01/15/29 1,614,495 0 0 1,614,495
14,264,430 GNMA POOL #445071 7.50 1/15/27 0 0 14,750,276 14,750,276
62,142 GNMA POOL# 158583 9.00 09/20/16 66,229 0 0 66,229
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-28
<PAGE>
WELLS FARGO FUNDS - INTERMEDIATE GOVERNMENT INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH U.S. GOVERNMENT INCOME FUND,
STAGECOACH U.S. GOVERNMENT ALLOCATION FUND AND NORWEST ADVANTAGE INTERMEDIATE
GOVERNMENT INCOME FUND(a)
<TABLE>
<CAPTION>
STAGECOACH STAGECOACH NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 U.S. GOVERNMENT U.S. GOVERNMENT INTERMEDIATE GOVERNMENT PRO FORMA
INTEREST MATURITY INCOME FUND ALLOCATION FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C> <C>
3,068,014 GNMA POOL# 414636 7.50 10/15/25 3,168,185 0 0 3,168,185
3,399,682 GNMA POOL# 450871 8.00 05/15/27 3,535,670 0 0 3,535,670
5,863,640 GNMA POOL# 473573 6.50 06/15/28 5,926,733 0 0 5,926,733
31 GNMA POOL#0070 12.00 01/20/99 32 0 0 32
816 GNMA POOL#0116 12.00 04/20/99 838 0 0 838
256,251 GNMA POOL#0864 6.50 02/20/08 260,574 0 0 260,574
1,350,751 GNMA POOL#291124 7.50 06/15/25 1,406,888 0 0 1,406,888
2,717,221 GNMA POOL#306052 9.00 06/15/21 2,914,600 0 0 2,914,600
858,379 GNMA POOL#336930 7.50 03/15/23 886,938 0 0 886,938
1,131,998 GNMA POOL#352961 6.50 05/15/24 1,144,892 0 0 1,144,892
1,740,843 GNMA POOL#430800 7.00 05/15/26 1,782,710 0 0 1,782,710
8,549,679 GNMA POOL#467791 7.50 04/15/28 8,836,862 0 0 8,836,863
$ 50,224,836 $ 0 $ 14,750,276 $ 64,975,112
STUDENT LOAN MORTGAGE
ASSOCIATION
$ 1,000,000 SLMA 9.15% 12/1/04 $ 0 $ 0 $ 1,208,820 $ 1,208,820
TOTAL U.S. GOVERNMENT
AGENCY SECURITIES $188,222,506 $ 0 $212,491,525 $400,714,031
0
0
U.S. TREASURY SECURITIES 0
0
U.S. TREASURY BONDS 0
$10,000,000 U.S. Treasury Bonds 10.38% 11/15/12 $ 13,834,400 $ 0 $ 0 $ 13,834,400
1,300,000 U.S. Treasury Bonds 8.88 2/15/19 0 1,864,681 0 1,864,681
1,350,000 U.S. Treasury Bonds 8.50 2/15/20 0 1,886,409 0 1,886,409
1,400,000 U.S. Treasury Bonds 8.75 8/15/20 0 2,007,684 0 2,007,684
1,400,000 U.S. Treasury Bonds 8.13 5/15/21 0 1,905,092 0 1,905,092
1,400,000 U.S. Treasury Bonds 8.00 11/15/21 0 1,888,684 0 1,888,684
1,400,000 U.S. Treasury Bonds 7.63 11/15/22 0 1,829,408 0 1,829,408
1,800,000 U.S. Treasury Bonds 6.25 8/15/23 0 2,027,808 0 2,027,808
1,500,000 U.S. Treasury Bonds 6.88 8/15/25 0 1,829,535 0 1,829,535
1,550,000 U.S. Treasury Bonds 6.50 11/15/26 0 1,814,461 0 1,814,461
1,700,000 U.S. Treasury Bonds 6.13 11/15/27 0 1,917,022 0 1,917,022
7,000,000 U.S. Treasury Bonds 5.50 08/15/28 7,401,380 0 0 7,401,380
$ 21,235,780 $ 18,970,784 $ 0 $ 40,206,564
U.S. TREASURY BILLS 0
$76,761,000 U.S. Treasury Bills 4.39*% 2/4/99 $ 0 $ 76,148,447 $ 0 $ 76,148,447
0
U.S. TREASURY NOTES 0
$26,000,000 U.S. Treasury Notes 6.88% 5/15/06 $ 0 $ 0 $ 29,347,240 $ 29,347,240
23,000,000 U.S. Treasury Notes 7.88 11/15/04 0 0 26,689,890 26,689,890
21,000,000 U.S. Treasury Notes 7.00 7/15/06 0 0 23,890,020 23,890,020
17,000,000 U.S. Treasury Notes 6.50 10/15/06 0 0 18,839,400 18,839,400
15,000,000 U.S. Treasury Notes 7.50 5/15/02 0 0 16,339,800 16,339,800
12,500,000 U.S. Treasury Notes 7.50 11/15/01 0 0 13,480,000 13,480,000
12,000,000 U.S. Treasury Notes 6.00 7/31/02 0 0 12,539,280 12,539,280
12,000,000 U.S. Treasury Notes 10.75 8/15/05 0 0 16,051,200 16,051,200
10,000,000 U.S. Treasury Notes 7.25 8/15/04 0 0 11,251,800 11,251,800
10,000,000 U.S. Treasury Notes 5.63 5/15/08 0 0 10,636,600 10,636,600
9,000,000 U.S. Treasury Notes 8.00 5/15/01 0 0 9,698,310 9,698,310
7,500,000 U.S. Treasury Notes 7.50 2/15/05 0 0 8,592,375 8,592,375
7,000,000 U.S. Treasury Notes 6.63 5/15/07 0 0 7,863,590 7,863,590
5,000,000 U.S. Treasury Notes 6.25 8/31/02 0 0 5,268,200 5,268,200
5,000,000 U.S. Treasury Notes 5.75 04/30/03 5,216,400 0 0 5,216,400
3,500,000 U.S. Treasury Notes 6.13 08/15/07 3,818,290 0 0 3,818,290
3,000,000 U.S. Treasury Notes 6.13 8/15/07 0 0 3,270,990 3,270,990
$ 9,034,690 $ 0 $213,758,695 $222,793,385
TOTAL U.S. TREASURY
SECURITIES $ 30,270,470 $ 95,119,231 $213,758,695 $339,148,396
SHORT-TERM HOLDINGS
$20,796,509 Norwest U.S. Government
Fund $ 0 $ 0 $ 20,796,509 $ 20,796,509
REPURCHASE AGREEMENTS
$ 9,261,000 Goldman Sachs Pooled
Repurchase Agreement-
102% Collateralized
by U.S. Government
Securities 5.25% 10/31/98 $ 9,261,000 $ 0 $ 0 $ 9,261,000
TOTAL INVESTMENTS IN SECURITIES $227,753,976 $ 95,119,231 $447,046,729 $769,919,936
(Cost $751,985,484)
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the Funds
are Merged.
(b) See historical financial statements and footnotes thereto of
each of the Funds regarding valuation of securities.
* Yield to maturity.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-29
<PAGE>
WELLS FARGO FUNDS - LIMITED TERM GOVERNMENT INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
NORWEST STAGECOACH SHORT-
ADVANTAGE LIMITED INTERMEDIATE U.S.
TERM GOVERNMENT GOVERNMENT PRO FORMA PRO FORMA
INCOME FUND INCOME FUND ADJUSTMENTS COMBINED
----------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $75,026,964 $128,451,930 $203,478,894
Cash 0 5,636 5,636
Receivables:
Dividends and Interest 818,344 1,565,218 2,383,562
Fund shares sold 59,169 196,000 255,169
Due from advisor 0 0 2,238 (b) 2,238
Organization expenses, net of amortization 2,238 0 (2,238)(b) 0
Prepaid expenses 0 1,651 1,651
TOTAL ASSETS 75,906,715 130,220,435 206,127,150
LIABILITIES
Payables:
Distribution to shareholders 333,372 601,235 934,607
Fund shares redeemed 55,413 8,031 63,444
Due to distributor 8,832 8,832
Due to advisor 16,876 46,570 63,446
Other 512 112,577 113,089
TOTAL LIABILITIES 406,173 777,245 1,183,418
TOTAL NET ASSETS $75,500,542 $129,443,190 $204,943,732
Net assets consist of:
Paid-in capital $73,609,370 $141,288,188 $214,897,558
Undistributed net realized gain (loss)
on investments 350,061 (15,395,470) (15,045,409)
Net unrealized appreciation (depreciation)
of investments 1,541,111 3,550,472 5,091,583
TOTAL NET ASSETS $75,500,542 $129,443,190 $204,943,732
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 36,355,977 $ 36,355,977
Shares outstanding - Class A 3,581,329 3,581,329
Net asset value per share - Class A $ 10.15 $ 10.15
Maximum offering price per share - Class A $ 10.46 $ 10.46
Net Assets - Class B $ 9,047,836 $ 9,047,836
Shares outstanding - Class B 891,366 891,366
Net asset value and offering price per
share - Class B $ 10.15 $ 10.15
Net Assets - Institutional Class $75,500,542 $ 84,039,378 $159,539,920
Shares outstanding - Institutional Class 7,512,259 8,438,670 68,795 (c) 16,019,724
Net asset value and offering price per
share - Institutional Class $ 10.05 $ 9.96 $ 9.96
INVESTMENT AT COST $73,485,853 $124,901,459 $198,387,312
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(SEE S-77)
S-30
<PAGE>
WELLS FARGO FUNDS - LIMITED TERM GOVERNMENT INCOME FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
NORWEST STAGECOACH SHORT-
ADVANTAGE LIMITED INTERMEDIATE U.S.
TERM GOVERNMENT GOVERNMENT PRO FORMA PRO FORMA
INCOME FUND INCOME FUND (a) ADJUSTMENTS COMBINED
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $4,140,336 $ 33,643 $ 4,173,979
Interest 0 6,992,026 6,992,026
Securities lending income 23,713 0 23,713
TOTAL INVESTMENT INCOME 4,164,049 7,025,669 11,189,718
EXPENSES
Advisory fees 220,188 542,880 134,257 (d) 897,325
Administration fees 66,724 74,456 128,018 (d) 269,198
Custody fees 13,345 21,930 618 (d) 35,893
Shareholder serv fees 0 289,432 (179,556)(d) 109,876
Portfolio accounting fees 46,000 80,916 (46,916)(d) 80,000
Transfer agency fees 166,808 96,903 (185,997)(d) 77,714
Distribution fees 0 33,506 25,837 (d) 59,343
Organization costs 681 7,201 (681)(d) 7,201
Legal and audit fees 12,757 34,194 (11,738)(d) 35,213
Registration fees 28,516 27,777 0 56,293
Directors' fees 899 3,709 1,821 (d) 6,429
Shareholder reports 2,896 35,262 (3,816)(d) 34,342
Other 4,627 9,409 (702)(d) 13,334
TOTAL EXPENSES 563,441 1,257,575 1,682,161
Less:
Waived fees and reimbursed expenses fees (296,559) (253,566) 270,731 (e) (279,394)
NET EXPENSES 266,882 1,004,009 1,402,767
NET INVESTMENT INCOME (LOSS) 3,897,167 6,021,660 9,786,951
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of investments 338,450 1,063,089 1,401,539
Net change in unrealized appreciation
(depreciation) of investments 1,042,686 1,563,089 2,605,775
NET GAIN (LOSS) ON INVESTMENTS 1,381,136 2,626,178 4,007,314
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $5,278,303 $8,647,838 $13,794,265
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Stagecoach Short-Intermediate U.S. Government Income Fund and
Norwest Advantage Limited Term Government Income Fund are merging to form
the Wells Fargo Limited Term Government Income Fund, historical
accounting data from the Stagecoach Short-Intermediate U.S. Government
Income Fund will be kept.
(a) Information shown prior to June 14, 1998, is for the Stagecoach
Short-Intermediate U.S.Government Income Fund which merged with the
Stagecoach Intermediate Bond Fund on June 14, 1998.
(b) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(c) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(d) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(e) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(SEE S-77)
S-31
<PAGE>
WELLS FARGO FUNDS - LIMITED TERM GOVERNMENT INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE LIMITED GOVERNMENT
INCOME FUND AND STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 GOVERNMENT SHORT-INTERMEDIATE PRO FORMA
COUPON MATURITY INCOME FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
FOREIGN GOVERNMENTS
$ 1,300,000 Province of Ontario 7.63% 6/22/04 $ 0 $ 1,436,500 $ 1,436,500
1,500,000 Province of Quebec 8.80 4/15/03 0 1,678,305 1,678,305
TOTAL FOREIGN GOVERNMENTS $ 0 $ 3,114,805 $ 3,114,805
CORPORATE BONDS & NOTES
BANK & FINANCE
$ 4,000,000 Associates Corporation N.A. 5.75% 11/1/03 $ 0 $ 4,055,000 $ 4,055,000
200,000 Banc One Corporation 7.00 3/25/02 0 211,500 211,500
1,000,000 Nynex Credit Company 6.25 6/13/02 0 1,004,660 1,004,660
5,000,000 First Bank Corporate
Card Master Trust 6.40 2/15/03 0 5,113,200 5,113,200
5,000,000 Ford Motor Credit Company 6.13 4/28/03 0 5,150,000 5,150,000
1,000,000 General Motors Acceptance
Corporation 6.88 7/15/01 0 1,031,250 1,031,250
1,000,000 Standard Credit Card
Master Trust 8.35 1/7/00 0 1,011,260 1,011,260
$ 0 $ 17,576,870 $ 17,576,870
BEVERAGE, BREWING
& DISTRIBUTION
$ 4,000,000 Anheuser-Busch
Companies Incorporated 6.75% 8/1/03 $ 0 $ 4,260,000 $ 4,260,000
INDUSTRIALS
$ 4,000,000 Honeywell Incorporated 6.75% 3/15/02 $ 0 $ 4,170,000 $ 4,170,000
1,000,000 Lockheed Marting Company 6.85 5/15/01 0 1,033,750 1,033,750
1,500,000 Mobil Oil Corporation 6.25 8/31/01 0 1,545,000 1,545,000
$ 0 $ 6,748,750 $ 6,748,750
TELECOMMUNICATIONS
$ 2,000,000 Cable & Wireless
Communications 6.38% 3/6/03 $ 0 $ 2,011,600 $ 2,011,600
2,000,000 Continental Cablevision 8.30 5/15/06 0 2,230,000 2,230,000
$ 0 $ 4,241,600 $ 4,241,600
UTILITIES
$ 5,000,000 Pacific Gas &
Electric Company 7.88% 3/1/02 $ 0 $ 5,400,000 $ 5,400,000
2,500,000 Worldcom Incorporated 6.13 8/15/01 0 2,537,500 2,537,500
$ 0 $ 7,937,500 $ 7,937,500
TOTAL CORPORATE
BONDS & NOTES $ 0 $ 43,879,525 $ 43,879,525
U.S. GOVERNMENT
AGENCY SECURITIES
FEDERAL AGENCY - OTHER
$ 2,000,000 Tennessee Valley
Authority 6.50% 8/20/01 $ 0 $ 2,067,500 $ 2,067,500
FEDERAL FARM CREDIT BANK
$ 2,000,000 Federal Farm Credit Bank 5.75% 2/9/05 $ 0 $ 2,055,940 $ 2,055,940
FEDERAL HOME LOAN BANKS
$ 2,000,000 FHLB 5.63% 3/19/01 $ 2,034,500 $ 0 $ 2,034,500
5,000,000 FHLB 6.37 4/9/01 5,162,950 0 5,162,950
8,000,000 FHLB 5.53 1/15/03 0 8,146,720 8,146,720
2,000,000 FHLB 5.13 9/15/03 2,009,540 0 2,009,540
2,000,000 FHLB 5.13 9/15/03 0 2,005,940 2,005,940
$ 9,206,990 $ 10,152,660 $ 19,359,650
FEDERAL HOME LOAN
MORTGAGE CORPORATION
$ 2,200,000 FHLMC 8.12% 1/31/05 $ 0 $ 2,532,750 $ 2,532,750
5,000,000 FHLMC 6.79 8/26/05 0 5,442,200 5,442,200
2,000,000 FHLMC 7.10 4/10/07 2,233,220 0 2,233,220
5,000,000 FHLMC 7.01 7/11/07 0 5,250,000 5,250,000
$ 2,233,220 $ 13,224,950 $ 15,458,170
FEDERAL NATIONAL
MORTGAGE ASSOCIATION
$ 5,000,000 FNMA 6.18% 6/23/00 $ 0 $ 5,097,800 $ 5,097,800
2,900,000 FNMA 6.09 9/12/00 0 2,948,923 2,948,923
2,000,000 FNMA 6.69 8/7/01 0 2,088,800 2,088,800
2,000,000 FNMA 6.85 4/5/04 2,164,660 0 2,164,660
3,000,000 FNMA 7.35 3/28/05 3,347,010 0 3,347,010
4,894,935 FNMA 6.50 7/28/06 4,931,647 0 4,931,647
2,600,000 FNMA 6.50 7/16/07 0 2,796,222 2,796,222
5,000,000 FNMA 6.16 12/18/07 0 5,257,050 5,257,050
3,000,000 FNMA 6.00 5/15/08 3,159,060 0 3,159,060
2,725,338 FNMA POOL#50761 6.00 7/1/08 0 2,727,873 2,727,873
87,203 FNMA REMIC G93-19FJ 6.50 4/25/23 0 92,871 92,871
3,279,881 FNMA POOL#313644 7.00 8/1/27 0 3,348,365 3,348,365
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-32
<PAGE>
WELLS FARGO FUNDS - LIMITED TERM GOVERNMENT INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE LIMITED GOVERNMENT
INCOME FUND AND STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 GOVERNMENT SHORT-INTERMEDIATE PRO FORMA
COUPON MATURITY INCOME FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION
$ 3,258,433 Pool 22036 8.00% 5/17/03 $ 3,378,604 $ 0 $ 3,378,604
3,298,200 Pool 455464 7.50 1/12/05 3,410,536 0 3,410,536
169,740 GNMA II POOL#157247 9.50 5/20/16 0 181,808 181,808
965,677 GNMA POOL#336930 7.50 3/15/23 0 997,805 997,805
1,360,355 GNMA POOL#418261 6.50 4/15/26 0 1,374,381 1,374,381
1,194,942 GNMA POOL#417389 7.00 5/15/26 0 1,223,680 1,223,680
1,624,319 GNMA POOL#423779 7.00 5/15/26 0 1,663,400 1,663,400
$ 6,789,140 $ 5,441,074 $ 12,230,214
TOTAL U.S. GOVERNMENT
AGENCY SECURITIES $31,831,727 $ 57,300,028 $ 89,131,755
U.S. TREASURY SECURITIES
U.S. TREASURY BONDS
$ 2,500,000 U.S. Treasury Bonds 0.38% 11/15/12 $ 0 $ 3,458,600 $ 3,458,600
U.S. TREASURY NOTES
$ 4,000,000 U.S. Treasury Notes 8.88% 2/15/99 $ 4,033,760 $ 0 $ 4,033,760
3,000,000 U.S. Treasury Notes 5.88 11/15/99 3,033,330 0 3,033,330
1,250,000 U.S. Treasury Notes 6.75 4/30/00 0 1,285,550 1,285,550
3,000,000 U.S. Treasury Notes 6.00 8/15/00 3,067,440 0 3,067,440
3,500,000 U.S. Treasury Notes 8.50 11/15/00 0 3,752,105 3,752,105
3,000,000 U.S. Treasury Notes 5.63 11/30/00 3,059,760 0 3,059,760
2,000,000 U.S. Treasury Notes 6.25 4/30/01 2,074,500 0 2,074,500
6,000,000 U.S. Treasury Notes 6.25 1/31/02 6,279,120 0 6,279,120
1,500,000 U.S. Treasury Notes 6.63 3/31/02 1,590,285 0 1,590,285
3,000,000 U.S. Treasury Notes 6.63 4/30/02 3,183,960 0 3,183,960
4,000,000 U.S. Treasury Notes 6.25 8/31/02 4,214,560 0 4,214,560
4,750,000 U.S. Treasury Notes 5.88 9/30/02 0 4,948,882 4,948,882
2,000,000 U.S. Treasury Notes 5.75 4/30/03 2,086,800 0 2,086,800
4,000,000 U.S. Treasury Notes 7.88 11/15/04 $ 0 $ 4,641,880 $ 4,641,880
2,000,000 U.S. Treasury Notes 7.50 2/15/05 2,291,300 0 2,291,300
4,000,000 U.S. Treasury Notes 7.00 7/15/06 4,550,480 0 4,550,480
6,000,000 U.S. Treasury Notes 6.50 10/15/06 0 6,654,360 6,654,360
$39,465,295 $ 21,282,777 $ 60,748,072
TOTAL U.S. TREASURY
SECURITIES $39,465,295 $ 24,741,377 $ 64,206,672
SHORT-TERM INSTRUMENTS
69,036 Dreyfus Cash Management Fund $ 69,036 $ 0 $ 69,036
3,660,906 Norwest U.S. Government Fund 3,660,906 0 3,660,906
$ 3,729,942 $ 0 $ 3,729,942
REPURCHASE AGREEMENTS
$ 2,531,000 Goldman Sachs Pooled
Repurchase Agreement
- 102% Collateralized
by U.S. Government Securities 5.25% 10/31/98 $ 0 $ 2,531,000 $ 2,531,000
TOTAL INVESTMENTS IN SECURITIES $75,026,964 $128,451,930 $203,478,894
(Cost $198,387312)
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the
Funds are Merged.
(b) See historical financial statements and footnotes thereto of
each of the Funds regarding valuation of securities.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-33
<PAGE>
WELLS FARGO FUNDS - LIMITED TERM GOVERNMENT INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE LIMITED GOVERNMENT
INCOME FUND AND STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 GOVERNMENT SHORT-INTERMEDIATE PRO FORMA
COUPON MATURITY INCOME FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
FOREIGN GOVERNMENTS
$ 1,300,000 Province of Ontario 7.63% 6/22/04 $ 0 $ 1,436,500 $ 1,436,500
1,500,000 Province of Quebec 8.80 4/15/03 0 1,678,305 1,678,305
TOTAL FOREIGN GOVERNMENTS $ 0 $ 3,114,805 $ 3,114,805
CORPORATE BONDS & NOTES
BANK & FINANCE
$ 4,000,000 Associates Corporation N.A. 5.75% 11/1/03 $ 0 $ 4,055,000 $ 4,055,000
200,000 Banc One Corporation 7.00 3/25/02 0 211,500 211,500
1,000,000 Nynex Credit Company 6.25 6/13/02 0 1,004,660 1,004,660
5,000,000 First Bank Corporate
Card Master Trust 6.40 2/15/03 0 5,113,200 5,113,200
5,000,000 Ford Motor Credit Company 6.13 4/28/03 0 5,150,000 5,150,000
1,000,000 General Motors Acceptance
Corporation 6.88 7/15/01 0 1,031,250 1,031,250
1,000,000 Standard Credit Card
Master Trust 8.35 1/7/00 0 1,011,260 1,011,260
$ 0 $ 17,576,870 $ 17,576,870
BEVERAGE, BREWING
& DISTRIBUTION
$ 4,000,000 Anheuser-Busch
Companies Incorporated 6.75% 8/1/03 $ 0 $ 4,260,000 $ 4,260,000
INDUSTRIALS
$ 4,000,000 Honeywell Incorporated 6.75% 3/15/02 $ 0 $ 4,170,000 $ 4,170,000
1,000,000 Lockheed Marting Company 6.85 5/15/01 0 1,033,750 1,033,750
1,500,000 Mobil Oil Corporation 6.25 8/31/01 0 1,545,000 1,545,000
$ 0 $ 6,748,750 $ 6,748,750
TELECOMMUNICATIONS
$ 2,000,000 Cable & Wireless
Communications 6.38% 3/6/03 $ 0 $ 2,011,600 $ 2,011,600
2,000,000 Continental Cablevision 8.30 5/15/06 0 2,230,000 2,230,000
$ 0 $ 4,241,600 $ 4,241,600
UTILITIES
$ 5,000,000 Pacific Gas &
Electric Company 7.88% 3/1/02 $ 0 $ 5,400,000 $ 5,400,000
2,500,000 Worldcom Incorporated 6.13 8/15/01 0 2,537,500 2,537,500
$ 0 $ 7,937,500 $ 7,937,500
TOTAL CORPORATE
BONDS & NOTES $ 0 $ 43,879,525 $ 43,879,525
U.S. GOVERNMENT
AGENCY SECURITIES
FEDERAL AGENCY - OTHER
$ 2,000,000 Tennessee Valley
Authority 6.50% 8/20/01 $ 0 $ 2,067,500 $ 2,067,500
FEDERAL FARM CREDIT BANK
$ 2,000,000 Federal Farm Credit Bank 5.75% 2/9/05 $ 0 $ 2,055,940 $ 2,055,940
FEDERAL HOME LOAN BANKS
$ 2,000,000 FHLB 5.63% 3/19/01 $ 2,034,500 $ 0 $ 2,034,500
5,000,000 FHLB 6.37 4/9/01 5,162,950 0 5,162,950
8,000,000 FHLB 5.53 1/15/03 0 8,146,720 8,146,720
2,000,000 FHLB 5.13 9/15/03 2,009,540 0 2,009,540
2,000,000 FHLB 5.13 9/15/03 0 2,005,940 2,005,940
$ 9,206,990 $ 10,152,660 $ 19,359,650
FEDERAL HOME LOAN
MORTGAGE CORPORATION
$ 2,200,000 FHLMC 8.12% 1/31/05 $ 0 $ 2,532,750 $ 2,532,750
5,000,000 FHLMC 6.79 8/26/05 0 5,442,200 5,442,200
2,000,000 FHLMC 7.10 4/10/07 2,233,220 0 2,233,220
5,000,000 FHLMC 7.01 7/11/07 0 5,250,000 5,250,000
$ 2,233,220 $ 13,224,950 $ 15,458,170
FEDERAL NATIONAL
MORTGAGE ASSOCIATION
$ 5,000,000 FNMA 6.18% 6/23/00 $ 0 $ 5,097,800 $ 5,097,800
2,900,000 FNMA 6.09 9/12/00 0 2,948,923 2,948,923
2,000,000 FNMA 6.69 8/7/01 0 2,088,800 2,088,800
2,000,000 FNMA 6.85 4/5/04 2,164,660 0 2,164,660
3,000,000 FNMA 7.35 3/28/05 3,347,010 0 3,347,010
4,894,935 FNMA 6.50 7/28/06 4,931,647 0 4,931,647
2,600,000 FNMA 6.50 7/16/07 0 2,796,222 2,796,222
5,000,000 FNMA 6.16 12/18/07 0 5,257,050 5,257,050
3,000,000 FNMA 6.00 5/15/08 3,159,060 0 3,159,060
2,725,338 FNMA POOL#50761 6.00 7/1/08 0 2,727,873 2,727,873
87,203 FNMA REMIC G93-19FJ 6.50 4/25/23 0 92,871 92,871
3,279,881 FNMA POOL#313644 7.00 8/1/27 0 3,348,365 3,348,365
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-34
<PAGE>
WELLS FARGO FUNDS - LIMITED TERM GOVERNMENT INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE LIMITED GOVERNMENT
INCOME FUND AND STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 GOVERNMENT SHORT-INTERMEDIATE PRO FORMA
COUPON MATURITY INCOME FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION
$ 3,258,433 Pool 22036 8.00% 5/17/03 $ 3,378,604 $ 0 $ 3,378,604
3,298,200 Pool 455464 7.50 1/12/05 3,410,536 0 3,410,536
169,740 GNMA II POOL#157247 9.50 5/20/16 0 181,808 181,808
965,677 GNMA POOL#336930 7.50 3/15/23 0 997,805 997,805
1,360,355 GNMA POOL#418261 6.50 4/15/26 0 1,374,381 1,374,381
1,194,942 GNMA POOL#417389 7.00 5/15/26 0 1,223,680 1,223,680
1,624,319 GNMA POOL#423779 7.00 5/15/26 0 1,663,400 1,663,400
$ 6,789,140 $ 5,441,074 $ 12,230,214
TOTAL U.S. GOVERNMENT
AGENCY SECURITIES $31,831,727 $ 57,300,028 $ 89,131,755
U.S. TREASURY SECURITIES
U.S. TREASURY BONDS
$ 2,500,000 U.S. Treasury Bonds 0.38% 11/15/12 $ 0 $ 3,458,600 $ 3,458,600
U.S. TREASURY NOTES
$ 4,000,000 U.S. Treasury Notes 8.88% 2/15/99 $ 4,033,760 $ 0 $ 4,033,760
3,000,000 U.S. Treasury Notes 5.88 11/15/99 3,033,330 0 3,033,330
1,250,000 U.S. Treasury Notes 6.75 4/30/00 0 1,285,550 1,285,550
3,000,000 U.S. Treasury Notes 6.00 8/15/00 3,067,440 0 3,067,440
3,500,000 U.S. Treasury Notes 8.50 11/15/00 0 3,752,105 3,752,105
3,000,000 U.S. Treasury Notes 5.63 11/30/00 3,059,760 0 3,059,760
2,000,000 U.S. Treasury Notes 6.25 4/30/01 2,074,500 0 2,074,500
6,000,000 U.S. Treasury Notes 6.25 1/31/02 6,279,120 0 6,279,120
1,500,000 U.S. Treasury Notes 6.63 3/31/02 1,590,285 0 1,590,285
3,000,000 U.S. Treasury Notes 6.63 4/30/02 3,183,960 0 3,183,960
4,000,000 U.S. Treasury Notes 6.25 8/31/02 4,214,560 0 4,214,560
4,750,000 U.S. Treasury Notes 5.88 9/30/02 0 4,948,882 4,948,882
2,000,000 U.S. Treasury Notes 5.75 4/30/03 2,086,800 0 2,086,800
4,000,000 U.S. Treasury Notes 7.88 11/15/04 $ 0 $ 4,641,880 $ 4,641,880
2,000,000 U.S. Treasury Notes 7.50 2/15/05 2,291,300 0 2,291,300
4,000,000 U.S. Treasury Notes 7.00 7/15/06 4,550,480 0 4,550,480
6,000,000 U.S. Treasury Notes 6.50 10/15/06 0 6,654,360 6,654,360
$39,465,295 $ 21,282,777 $ 60,748,072
TOTAL U.S. TREASURY
SECURITIES $39,465,295 $ 24,741,377 $ 64,206,672
SHORT-TERM INSTRUMENTS
69,036 Dreyfus Cash Management Fund $ 69,036 $ 0 $ 69,036
3,660,906 Norwest U.S. Government Fund 3,660,906 0 3,660,906
$ 3,729,942 $ 0 $ 3,729,942
REPURCHASE AGREEMENTS
$ 2,531,000 Goldman Sachs Pooled
Repurchase Agreement
- 102% Collateralized
by U.S. Government Securities 5.25% 10/31/98 $ 0 $ 2,531,000 $ 2,531,000
TOTAL INVESTMENTS IN SECURITIES $75,026,964 $128,451,930 $203,478,894
(Cost $198,387312)
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the
Funds are Merged.
(b) See historical financial statements and footnotes thereto of
each of the Funds regarding valuation of securities.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-35
<PAGE>
WELLS FARGO FUNDS - TAX-FREE INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
STAGECOACH NORWEST
NATIONAL ADVANTAGE
TAX-FREE TAX-FREE PRO FORMA PRO FORMA
FUND INCOME FUND ADJUSTMENTS COMBINED
------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $ 59,991,110 $ 382,199,656 $ 442,190,766
Cash 5,631 0 5,631
Receivables:
Dividends and Interest 899,371 6,420,084 7,319,455
Fund shares sold 0 2,284,593 2,284,593
Investment securities sold 0 501,637 501,637
Prepaid expenses 735 0 735
TOTAL ASSETS 60,896,847 391,405,970 452,302,817
LIABILITIES
Payables:
Investment securities purchased 3,156,530 21,122,801 24,279,331
Distribution to shareholders 206,286 1,091,209 1,297,495
Fund shares redeemed 7,194 156,470 163,664
Due to distributor 10,746 23,433 34,179
Due to advisor 19,002 154,690 173,692
Other 195,684 62,659 258,343
TOTAL LIABILITIES 3,595,442 22,611,262 26,206,704
TOTAL NET ASSETS $ 57,301,405 $ 368,794,708 $ 426,096,113
Net assets consist of:
Paid-in capital $ 55,993,513 $ 349,517,495 $ 405,511,008
Undistributed net investment income (loss) 0 (509,881) (509,881)
Undistributed net realized gain (loss)
on investments (356,090) (823,608) (1,179,698)
Net unrealized appreciation (depreciation)
of investments 1,663,982 20,610,702 22,274,684
TOTAL NET ASSETS $ 57,301,405 $ 368,794,708 $ 426,096,113
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 39,010,459 $ 48,876,250 $ 87,886,709
Shares outstanding - Class A 2,422,097 4,565,280 1,220,321 (b) 8,207,698
Net asset value per share - Class A $ 16.11 $ 10.71 $ 10.71
Maximum offering price per share - Class A $ 16.87 $ 11.16 $ 11.16
Net Assets - Class B $ 2,528,660 $ 13,048,093 $ 15,576,753
Shares outstanding - Class B 238,030 1,218,513 (1,929)(b) 1,454,614
Net asset value and offering price per
share - Class B $ 10.62 $ 10.71 $ 10.71
Net Assets - Class C $ 6,918,913 $ 6,918,913
Shares outstanding - Class C 651,051 651,051
Net asset value and offering price per
share - Class C $ 10.63 $ 10.63
Net Assets - Institutional Class $ 8,843,373 $ 306,870,365 $ 315,713,738
Shares outstanding - Institutional Class 549,244 28,646,014 276,463 (b) 29,471,721
Net asset value and offering price per
share - Institutional Class $ 16.10 $ 10.71 $ 10.71
INVESTMENT AT COST $ 58,327,128 $ 361,588,954 $ 419,916,082
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-36
<PAGE>
WELLS FARGO FUNDS - TAX-FREE INCOME FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST
NATIONAL TAX-FREE ADVANTAGE TAX- PRO FORMA PRO FORMA
FUND(a) FREE INCOME FUND ADJUSTMENTS COMBINED
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $ 267,600 $ 0 $ 267,600
Interest 2,849,521 18,624,396 21,473,917
TOTAL INVESTMENT INCOME 3,117,121 18,624,396 21,741,517
EXPENSES
Advisory fees 275,174 1,679,056 (381,678)(c) 1,572,552
Administration fees 43,849 335,810 210,048 (c) 589,707
Custody fees 9,481 48,582 20,565 (c) 78,628
Shareholder serv fees 101,406 0 141,483 (c) 242,889
Portfolio accounting fees 61,223 87,000 (68,223)(c) 80,000
Transfer agency fees 73,099 839,530 (716,464)(c) 196,165
Distribution fees 126,090 110,422 (83,257)(c) 153,255
Organization costs 1,422 0 (1,422)(c) 0
Legal and audit fees 52,611 17,262 (17,468)(c) 52,405
Registration fees 60,627 34,585 0 95,212
Directors' fees 3,819 4,503 (1,893)(c) 6,429
Shareholder reports 26,747 25,609 (5,236)(c) 47,120
Other 22,381 22,958 (2,267)(c) 43,072
TOTAL EXPENSES 857,929 3,205,317 3,157,433
Less:
Waived fees and reimbursed expenses fees (354,199) (1,108,046) 1,011,205 (d) (451,040)
NET EXPENSES 503,730 2,097,271 2,706,394
NET INVESTMENT INCOME (LOSS) 2,613,391 16,527,125 19,035,123
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of investments 797,987 3,750,390 4,548,377
Net change in unrealized appreciation
(depreciation) of investments 206,643 6,818,032 7,024,675
NET GAIN (LOSS) ON INVESTMENTS 1,004,630 10,568,422 11,573,052
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $3,618,021 $27,095,547 $30,608,175
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Stagecoach National Tax-Free Fund and Norwest Advantage Tax-Free
Income Fund are merging to form the Wells Fargo Tax-Free Income Fund,
historical accounting data from the Norwest Advantage Tax-Free Fund will
be kept.
(a) Information shown prior to December 12, 1997, is for the Stagecoach
National Tax-Free Bond Fund which merged with the Overland Municipal Income
Fund on December 12, 1997.
(b) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(c) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(d) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-37
<PAGE>
WELLS FARGO FUNDS - TAX-FREE INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE INCOME FUND
NORWEST ADVANTAGE TAX-FREE INCOME FUND(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 NATIONAL TAX-FREE PRO FORMA
COUPON MATURITY TAX-FREE FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
MUNICIPAL BONDS
ALASKA
$ 100,000 Anchorage AK GO 6.75% 7/1/05 $ 107,557 $ 0 $ 107,557
100,000 Valdez AK Marine Term Revenue
Pipelines Incorporated 5.85 8/1/25 103,250 0 103,250
$ 210,807 $ 0 $ 210,807
ARIZONA
$ 3,000,000 Maricopa County, AZ Union SD #48,
GO Bonds, School Improvements 9.00 7/1/05 $ 0 $ 3,855,781 $ 3,855,781
CALIFORNIA
$ 20,000 California State GO 6.00% 2/1/01 21,022 0 21,022
1,540,000 California State Veterans Bonds
Series BN 5.45 12/1/28 1,577,268 0 1,577,268
1,000,000 California Student Education Loan
Marketing Corporation 5.88 1/1/18 951,890 0 951,890
1,910,000 Los Angeles, CA, Community
Redevelopment Agency Housing RV,
Monterey Hills Redevelopment
Project, Series A 8.20 12/1/13 0 2,209,774 2,209,774
7,000,000 Metropolitan Water District,
Southern California, Waterworks RV,
Regional RIBS; inverse floater 7.41 8/10/18 0 8,776,250 8,776,250
$ 2,550,180 $ 10,986,024 $ 13,536,204
COLORADO
$ 4,635,000 Adams County, CO, SFM RV, Series A-2 8.70% 6/1/01 $ 0 $ 5,001,860 $ 5,001,860
1,750,000 Arapahoe County, CO, Utilities RV,
Water & Wastewater Authority 6.25 12/1/20 0 1,911,262 1,911,262
2,000,000 Colorado Health Facility Authority
Revenue 5.75 9/15/22 2,028,560 0 2,028,560
2,275,000 Colorado HFA SFM RV, Series B2 7.50 12/1/16 0 2,571,569 2,571,569
2,785,000 Colorado HFA SFM RV, Series C 7.90 12/1/24 0 3,079,235 3,079,235
2,475,000 Colorado HFA SFM RV, Series D-1,
remarketed 7/15/94 8.00 12/1/24 0 2,727,351 2,727,351
1,810,000 Colorado HFA SFM RV, Series D-II,
remarketed 11/15/94 8.13 6/1/25 0 1,982,529 1,982,529
1,440,000 Colorado HFA SFM RV, Series A-2 7.15 11/1/14 0 1,640,405 1,640,405
1,000,000 Colorado HFA, Series A 7.40 5/1/11 0 1,061,140 1,061,140
2,000,000 Denver CO City & County Airport
Revenue Series A MBIA Insured 5.60 11/15/20 2,102,340 0 2,102,340
5,200,000 Denver, CO, Urban Renewal Authority,
Tax Increment RV, remarketed 6/15/94 9.13 9/1/17 0 6,157,580 6,157,580
270,000 El Paso County CO USD 6.15 12/15/08 312,884 0 312,884
3,500,000 El Paso County, CO, SD #11, Colorado
Springs, GO Bonds 7.10 12/1/17 0 4,503,870 4,503,870
495,000 Logan County, CO, SFM RV, Series A 8.50 11/1/11 0 530,259 530,259
1,000,000 Northern Metropolitan District, CO,
RV, Adams County 6.50 12/1/16 0 1,080,440 1,080,440
735,000 Vail, CO, SFM RV, Series 1992 A 8.13 6/1/10 0 796,086 796,086
$ 4,443,784 $ 33,043,586 $ 37,487,370
CONNECTICUT
$ 655,000 Connecticut State HFA Series B4 7.30% 11/15/03 $ 681,305 $ 0 $ 681,305
FLORIDA
$ 140,000 Brevard County FL HFA SFMR Refunded
Series B FSA Insured 7.00% 3/1/13 $ 148,400 $ 0 $ 148,400
2,020,000 Florida State Department of Children
& Families COP, South Florida State
Hospital Project 4.75 7/1/12 0 2,044,179 2,044,179
1,000,000 Florida State Department of Children
& Families COP, South Florida State
Hospital Project 5.00 7/1/18 0 1,003,890 1,003,890
3,000,000 Lakeland, FL, Electric & Water RV,
FGIC insured 6.00 10/1/14 0 3,441,030 3,441,030
2,825,000 Palm Beach County, FL, Health
Facilities Authority RV, John F.
Kennedy Memorial Hospital, Inc. Project 9.50 8/1/13 0 3,895,675 3,895,675
$ 148,400 $ 10,384,774 $ 10,533,174
GEORGIA
$ 2,000,000 Baldwin County GA Hospital 5.38% 12/1/28 $ 1,972,540 $ 0 $ 1,972,540
3,650,000 Georgia Municipal Electric Power
Authority RV, Series BB, MBIA insured 5.25 1/1/25 0 3,823,010 3,823,010
1,500,000 Houston County, GA, Development
Authority MFHR, Emerald Coast Housing,
Series A 7.00 8/1/28 0 1,513,590 1,513,590
$ 1,972,540 $ 5,336,600 $ 7,309,140
HAWAII
$ 7,250,000 Hawaii State Department of Budget &
Finance, Health Care RV, The Queens
Health Systems, Series A 5.75 7/1/26 $ 0 $ 7,736,548 $ 7,736,548
IDAHO
$ 900,000 Idaho HFA Revenue 5.45% 7/15/23 $ 897,750 $ 0 $ 897,750
500,000 Pocatello, ID, IDA Allocation Tax
Increment Bonds, Series B 7.25 12/1/08 0 524,455 524,455
995,000 Idaho State HFA SFMR Series C-2 AMT 6.35 7/1/15 1,051,675 0 1,051,675
$ 1,949,425 $ 524,455 $ 2,473,880
ILLINOIS
$ 1,000,000 Chicago IL Midway Airport Revenue 5.00% 1/1/28 $ 977,700 $ 0 $ 977,700
500,000 Chicago IL O'Hare International
Airport Special Facilities Revenue
AMT LOC-Bayerische Landesbank 7.13 5/1/18 536,875 0 536,875
200,000 Chicago IL O'Hare International
Airport Revenue Series A 6.75 1/1/06 231,218 0 231,218
1,770,000 Illinois Development Financial
Authority RV, Community
Rehabilitation Providers, Series A 7.88 2/1/05 0 2,174,056 2,174,056
975,000 Illinois Development Financial
Authority RV, Community
Rehabilitation Providers, Series A,
P/R 7/1/05 @ 102 7.88 7/1/20 0 1,098,328 1,098,328
4,940,000 Illinois Educational Facilities
Authority RV, Capital Appreciation,
ETM, (5.95% to 6.22% effective yield) 0.00 7/1/14 0 2,025,400 2,025,400
1,120,000 Illinois Health Facilities Authority,
Health Care RV, Edgewater Medical
Center, Series A 9.25 7/1/04 0 1,425,850 1,425,850
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-38
<PAGE>
WELLS FARGO FUNDS - TAX-FREE INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE INCOME FUND
NORWEST ADVANTAGE TAX-FREE INCOME FUND(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 NATIONAL TAX-FREE PRO FORMA
COUPON MATURITY TAX-FREE FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
4,150,000 Illinois State Sales Tax RV, Series P 6.50 6/15/22 0 5,015,399 5,015,399
1,025,000 Lake County, IL, Community Unit
SD #116, Educational Facilities RV,
Rund Lake 7.60 2/1/13 0 1,308,781 1,308,781
7,350,000 Regional Transportation Authority,
IL, Sales Tax RV, Series D,
FGIC insured 7.75 6/1/19 0 10,093,608 10,093,608
8,000,000 Regional Transportation Authority,
IL, Transportation RV, FGIC insured 6.00 6/1/23 0 9,266,320 9,266,320
1,000,000 Illinois Development Finance Authority
Revenue Series A FHA Insured 5.75 7/1/18 1,035,170 0 1,035,170
1,120,000 Illinois Development Finance Authority
Revenue Community Rehabilitation
Providers Series C 5.65 7/1/19 1,125,163 0 1,125,163
1,000,000 Illinois Development Finance Authority
Revenue Community Rehabilitation
Providers Series A 5.70 7/1/19 1,004,190 0 1,004,190
1,000,000 Illinois HFFA Revenue Edward
Hospital Series A 5.75 2/15/09 1,062,800 0 1,062,800
1,250,000 Illinois HFFA Revenue 5.00 11/15/24 1,219,975 0 1,219,975
$ 7,193,091 $ 32,407,742 $ 39,600,833
INDIANA
$ 1,940,000 Howard County IN Jail & Juvenile
Detention Center AMBAC Insured 5.25% 1/15/12 $ 2,023,536 $ 0 $ 2,023,536
2,900,000 Indiana Transportation Financial
Authority Highway RV, Series A, AMBAC
insured 5.25 6/1/15 0 3,066,286 3,066,286
1,000,000 Indiana State Educational Facility
Authority Revenue Butler University
Project MBIA Insured 5.30 1/1/27 1,026,220 0 1,026,220
$ 3,049,756 $ 3,066,286 $ 6,116,042
IOWA
$ 265,000 Iowa State HFA SFMR Series B AMT
GNMA/FNMA Collateralized 7.45% 7/1/23 $ 281,327 $ 0 $ 281,327
1,435,000 Iowa State HFA SFMR Series B AMT
GNMA/FNMA Collateralized 6.95 7/1/24 1,524,329 0 1,524,329
$ 1,805,656 $ 0 $ 1,805,656
KANSAS
$ 3,175,000 Kansas State, DOT, Highway RV,
Series A 7.25% 9/1/08 $ 0 $ 3,935,349 $ 3,935,349
4,150,000 Sedgwick & Shawnee Counties, KS,
SFM RV, Mortgage Backed Securities,
Series A-2, Step Coupon, GNMA COLL 6.70 6/1/29 0 4,731,747 4,731,747
$ 0 $ 8,667,096 $ 8,667,096
KENTUCKY
$ 8,800,000 Carrollton & Henderson, KY, Public
Energy Authority Gas RV, Series A 4.50% 1/1/00 $ 0 $ 8,898,824 $ 8,898,824
140,000 Kentucky State Housing Corporation
Revenue FHA Insured 6.50 7/1/17 149,766 0 149,766
$ 149,766 $ 8,898,824 $ 9,048,590
LOUISIANA
$ 310,000 Louisiana State PFA Student Loan
Revenue AMT FSA Insured 6.85% 1/1/09 $ 328,470 $ 0 $ 328,470
5,000,000 Rapides Parish, LA, Housing &
Mortgage Finance Authority, Capital
Appreciation RV, Series C, (7.45%
effective yield) 0.00 7/10/14 0 1,762,100 1,762,100
2,900,000 St. Bernard Parish, LA, Housing
Mortgage Agency, SFM RV, Series 1992 C,
(7.65% effective yield) 0.00 7/10/14 0 917,908 917,908
$ 328,470 $ 2,680,008 $ 3,008,478
MASSACHUSETTS
$ 5,325,000 Massachusetts Bay Transportation
Authority, General Transportation
System RV, Series B 6.20% 3/1/16 $ 0 $ 6,216,511 $ 6,216,511
5,000,000 Massachusetts Bay Transportation
Authority, General Transportation
System, Series B 5.00 3/1/28 0 4,912,850 4,912,850
2,500,000 Massachusetts State College Building
Authority, Educational Facilities RV,
Series A 7.50 5/1/14 0 3,248,325 3,248,325
1,000,000 Massachusetts State HFA Residential
Development FNMA Collateralized 6.90 11/15/21 1,091,010 0 1,091,010
2,500,000 Massachusetts State Industrial
Finance Agency, University Commons
Nursing Home, Series A, FHA insured 6.65 8/1/38 0 2,808,925 2,808,925
2,500,000 Massachusetts State, HEHFA RV,
Massachusetts Institute of Technology,
Series I-1 5.20 1/1/28 0 2,629,500 2,629,500
490,000 New Bedford, MA, IDA RV, Aerovox, Inc.
Project, Series 1982 7.42 7/1/02 0 490,907 490,907
$ 1,091,010 $ 20,307,018 $ 21,398,028
MICHIGAN
$ 1,435,000 Armada MI Area School 5.63% 5/1/17 $ 1,517,326 $ 0 $ 1,517,326
1,745,000 Michigan State Hospital Finance
Authority RV, Grace Hospitals 7.13 5/1/09 0 2,013,974 2,013,974
2,760,000 Wayland, MI, Unified SD, GO Bonds,
FGIC insured 8.00 5/1/10 0 3,639,861 3,639,861
$ 1,517,326 $ 5,653,835 $ 7,171,161
MINNESOTA
$ 250,000 Minneapolis MN Community Development
Agency Series 7-A 5.50% 6/1/12 $ 257,795 $ 0 $ 257,795
375,000 St. Paul MN Housing Finance Board
Revenue SFMR Phase IX AMT GNMA
Collateralized 7.30 8/1/31 395,374 0 395,374
$ 653,169 $ 0 $ 653,169
MISSISSIPPI
$ 500,000 Jones County MS Hospital Revenue South
Central Regional Medical Center 4.90% 12/1/04 $ 509,255 $ 0 $ 509,255
1,000,000 Mississippi Development Special
Obligation RV, Panola County Hospital
Project 5.00 7/1/28 0 964,790 964,790
2,000,000 Mississippi Home Corp., Residual
Capital Appreciation RV, Series 1992 II,
(7.38% effective yield) 0.00 4/15/12 0 784,140 784,140
$ 509,255 $ 1,748,930 $ 2,258,185
MONTANA
$ 1,000,000 Lewis & Clark County MT Environmental
Revenue 5.60% 1/1/27 $ 990,310 $ 0 $ 990,310
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-39
<PAGE>
WELLS FARGO FUNDS - TAX-FREE INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE INCOME FUND
NORWEST ADVANTAGE TAX-FREE INCOME FUND(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 NATIONAL TAX-FREE PRO FORMA
COUPON MATURITY TAX-FREE FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
NEBRASKA
$ 2,580,000 American Public Energy Agency, Nebraska
Gas Supply RV, Nebraska Public Gas
Agency Project, Series C 4.00% 9/1/07 $ 0 $ 2,535,908 $ 2,535,908
995,000 Nebraska Finance Authority Single Family
Housing Series B GNMA/FNMA/FHLMC
Collateralized 5.85 9/1/28 1,029,825 0 1,029,825
1,000,000 Nebraska Investment Finance Authority,
Hospital RV, Great Plains Regional
Medical Center Project 5.45 11/15/17 0 1,030,350 1,030,350
$ 1,029,825 $ 3,566,258 $ 4,596,083
NEW HAMPSHIRE
$ 1,095,000 New Hampshire HEHFA RV, New London
Hospital Association Project 7.00% 6/1/00 $ 0 $ 1,127,127 $ 1,127,127
NEVADA
$ 500,000 Clark County NV Las Vegas Convention &
Visitors Authority FSA Insured 6.00% 7/1/26 $ 566,750 $ 0 $ 566,750
500,000 Reno NV Hospital Revenue 5.63 5/15/23 520,040 0 520,040
$ 1,086,790 $ 0 $ 1,086,790
NEW MEXICO
$ 5,295,000 Bernalillo County, NM, Gross Receipts
Tax RV, Series B 5.70% 4/1/27 $ 0 $ 5,944,167 $ 5,944,167
985,000 Hobbs, NM, SFM RV 8.75 7/1/11 0 1,095,842 1,095,842
1,000,000 New Mexico State Hospital
Equipment Council RV, Memorial Medical
Center, Inc. Project 4.85 6/1/08 0 995,110 995,110
1,000,000 New Mexico State Hospital Equipment
Council RV, Memorial Medical
Center, Inc. Project 5.50 6/1/28 0 983,660 983,660
6,585,000 Santa Fe County, NM, Correctional
Systems RV, FSA insured 6.00 2/1/27 0 7,701,553 7,701,553
$ 0 $ 16,720,332 $ 16,720,332
NEW JERSEY
$ 1,250,000 New Jersey State MFHR FHA
Collateralized 7.00% 5/1/30 $ 1,356,988 $ 0 $ 1,356,988
NEW YORK
$10,000,000 Long Island Power Authority, New York
Electric System RV 4.25% 4/1/00 $ 0 $ 10,088,200 $ 10,088,200
10,000,000 Metropolitan Transporation
Authority, NY, Commuter Facilities RV,
Series A, MBIA insured 5.63 7/1/27 0 10,699,900 10,699,900
250,000 New York NY FGIC Series E 6.00 8/1/12 279,000 0 279,000
1,200,000 New York State Dorm Authority, Health
Care RV, Good Samaritan Hospital Suffern 5.50 7/1/10 0 1,294,428 1,294,428
1,000,000 New York State Dormatory Authority Lease
Revenue 4.75 1/15/29 954,010 0 954,010
3,000,000 New York, NY, City Municipal Water
Finance Authority, Water & Sewer
Systems RV, Series B 5.25 6/15/29 0 3,027,960 3,027,960
1,480,000 New York, NY, GO Bonds, Series B-1,
P/R 8/15/04 @ 101 7.30 8/15/10 0 1,746,622 1,746,622
1,340,000 New York, NY, GO Bonds, Series B-1,
P/R 8/15/04 @ 101 7.38 8/15/13 0 1,586,506 1,586,506
15,000,000 Port Authority New York & New Jersey,
Consolidated Eighty-Fifth Series 5.38 3/1/28 0 16,260,000 16,260,000
$ 1,233,010 $ 44,703,616 $ 45,936,626
OHIO
$ 4,200,000 Greater Cleveland, OH, Regional
Transportation Authority, Capital
Improvement, Series R 4.50% 12/1/12 $ 0 $ 4,167,702 $ 4,167,702
1,000,000 Pike County, OH, Hospital Facility,
Pike Health Services, Inc. Project 6.35 7/1/07 0 1,068,990 1,068,990
$ 0 $ 5,236,692 $ 5,236,692
OKLAHOMA
$ 200,000 Pryor Creek OK Economic Development
Authority Mortgage Revenue Series A
FNMA Collateralized 7.13% 7/1/21 $ 209,116 $ 0 $ 209,116
500,000 Tulsa County OK HFA Mortgage Revenue
Series B Remarket AMT GNMA Collateralized 7.55 5/1/23 524,355 0 524,355
540,000 Tulsa County OK HFA Mortgage Revenue
Series B Remarket AMT GNMA Collateralized 7.10 6/1/22 573,043 0 573,043
1,245,000 Tulsa, OK, IDA RV, University of Tulsa,
Series A, MBIA insured 6.00 10/1/16 0 1,423,396 1,423,396
$ 1,306,514 $ 1,423,396 $ 2,729,910
OREGON
$ 1,000,000 Oregon State Health Housing Educational
& Cultural Facilities Authority 5.25% 10/1/16 $ 971,460 $ 0 $ 971,460
10,000,000 Washington County, OR, GO Bonds 0.00 6/1/03 0 8,260,100 8,260,100
$ 971,460 $ 8,260,100 $ 9,231,560
PENNSYLVANIA
$ 1,600,000 Allentown PA, Area Hospital
Authority RV, Sacred Heart Hospital 5.00% 7/1/12 $ 0 $ 1,597,584 $ 1,597,584
2,250,000 Chester County PA Health & Education
Facilities 5.38 5/15/27 2,272,500 0 2,272,500
500,000 Pennsylvania State Higher EDFA Student
Loan Revenue Series D AMT AMBAC Insured 7.05 10/1/16 526,250 0 526,250
1,750,000 Pittsburgh PA Water & Sewer Authority
Revenue 5.25 9/1/23 1,782,340 0 1,782,340
$ 4,581,090 $ 1,597,584 $ 6,178,674
SOUTH CAROLINA
$10,625,000 Connector 2000 Association, Inc.,
South Carolina Toll Road RV, Southern
Connector Project, Series A 5.38% 1/1/38 $ 0 $ 10,014,912 $ 10,014,912
7,500,000 Piedmont, SC, Municipal Power Agency,
Electric RV, Series A 6.55 1/1/16 0 7,512,900 7,512,900
5,725,000 Piedmont, SC, Municipal Power Agency,
Electric RV, Series A 6.60 1/1/21 0 5,735,076 5,735,076
$ 0 $ 23,262,888 $ 23,262,888
SOUTH DAKOTA
$ 3,500,000 South Dakota State, HEHFA RV, Huron
Regional Medical Center 7.30% 4/1/16 $ 0 $ 4,257,820 $ 4,257,820
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-40
<PAGE>
WELLS FARGO FUNDS - TAX-FREE INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE INCOME FUND
NORWEST ADVANTAGE TAX-FREE INCOME FUND(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 NATIONAL TAX-FREE PRO FORMA
COUPON MATURITY TAX-FREE FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
TENNESSEE
25,000,000 Nashville & Davidson County, TN,
Health & Education Board RV,
Sub-Volunteer Healthcare 0.00% 6/1/21 $ 0 $ 7,704,250 $ 7,704,250
1,000,000 Shelby County TN Health
Educational & Housing Facility
Series A 6.00 7/1/28 1,046,140 0 1,046,140
$ 1,046,140 $ 7,704,250 $ 8,750,390
TEXAS
$ 450,000 Baytown, TX, Housing Finance Corp.,
SFM RV, Series 1992 A 8.50% 9/1/11 $ 0 $ 505,872 $ 505,872
2,065,000 Beaumont, TX, Housing Finance Corp. RV 9.20 9/1/01 0 2,299,935 2,299,935
19,500,000 Brazos River Authority RV, Houston
Industries, Inc. Project, Series D 4.90 10/1/15 0 19,801,275 19,801,275
1,650,000 Corpus Christi, TX, HFA, Housing RV,
Series A, MBIA insured 7.70 7/1/11 0 1,811,733 1,811,733
2,395,000 De Soto, TX, Housing Finance Corp.,
MFHR RV, Windsor Foundation Project,
Series A 7.00 2/1/25 0 2,794,654 2,794,654
250,000 Decatur TX Indeptness School District 6.13 8/1/25 270,138 0 270,138
250,000 El Paso TX GO 7.00 8/15/06 296,580 0 296,580
225,000 El Paso, TX, Housing Finance Corp.,
SFM RV, Series A 8.75 4/1/01 0 249,190 249,190
305,000 Galveston County, TX, Property Finance
Authority, Inc., SFM RV, Series A 8.50 9/1/11 0 329,446 329,446
2,390,000 Grand Prairie TX, GO Bonds, Series C 5.50 2/15/00 0 2,421,142 2,421,142
1,300,000 Grape Creek-Pulliam, TX, Independent
SD Public Facilities Corp., GO Bonds 7.25 5/15/21 0 1,481,142 1,481,142
1,000,000 Gulf Coast Texas Waste Disposal 5.50 9/1/17 1,016,290 0 1,016,290
1,115,000 Harlandale, TX, ISD Public Facilities
Corp., Lease RV 5.50 10/15/12 0 1,181,855 1,181,855
2,245,000 Hereford TX, Independent SD RV 5.25 8/15/18 0 2,240,712 2,240,712
6,250,000 Houston TX, Housing Finance Corp.
SFM RV, Series A-1 8.00 6/1/14 0 6,778,625 6,778,625
2,250,000 Houston TX, Housing Finance Corp.
SFM RV, Series B-1 8.00 6/1/14 0 2,440,305 2,440,305
125,000 Port Arthur TX MBIA Insured 8.50 2/15/03 146,910 0 146,910
1,305,000 Port Arthur, TX, Housing Finance
Corp., SFM RV 8.70 3/1/12 0 1,435,487 1,435,487
3,750,000 San Antonio, TX, Electric & Gas RV,
Series A 4.50 2/1/21 0 3,507,375 3,507,375
4,180,000 San Antonio, TX, HEHFA RV 7.13 11/1/15 0 4,645,986 4,645,986
2,200,000 Texas State Department of Housing &
Community Affairs, SFM RV, Series A 8.10 9/1/15 0 2,513,984 2,513,984
355,000 Travis County TX HFC Residential
Mortgage Revenue Series A GNMA/FNMA
Collateralized 7.00 12/1/11 379,999 0 379,999
1,000,000 Webb County TX COP Series A 5.25 10/1/22 1,004,010 0 1,004,010
$ 3,113,927 $ 56,438,718 $ 59,552,645
UTAH
$ 250,000 Salt Lake City UT RDA Neighborhood
Tax Revenue 6.50% 10/1/01 $ 267,365 $ 0 $ 267,365
750,000 Salt Lake County, UT, EFA RV,
Westminister College Project 5.75 10/1/27 0 780,510 780,510
500,000 Utah State Board of Regents Student
Loan Revenue Series F AMT AMBAC Insured 7.45 11/1/08 529,435 0 529,435
1,100,000 Utah State Board of Regents Student
Loan Revenue Series H AMT AMBAC Insured 6.70 11/1/15 1,160,819 0 1,160,819
250,000 Utah State Building Ownership Authority
Lease Series A 6.00 5/15/09 276,238 0 276,238
5,000 Utah State HFA SFMR Series D-2 AMT FHA
Collateralized 6.45 1/1/11 5,374 0 5,374
$ 2,239,231 $ 780,510 $ 3,019,741
VERMONT
$ 500,000 Burlington VT Electricity Revenue
Series A MBIA Insured 6.38% 7/1/10 $ 586,200 $ 0 $ 586,200
VIRGINIA
$ 3,000,000 Fairfax Co, VA, Redevelopment & Housing
Authority, MFHR Bonds, Burke Shire
Commons 7.60% 10/1/36 $ 0 $ 3,298,320 $ 3,298,320
2,000,000 Pocahontas VA Parkway Associate 5.50 8/15/28 1,977,460 0 1,977,460
$ 1,977,460 $ 3,298,320 $ 5,275,780
WASHINGTON
$ 500,000 Clark County WA Sewer Revenue 6.00% 12/1/06 $ 559,955 $ 0 $ 559,955
2,000,000 Grant County WA Public Hospital District 5.15 12/1/23 1,961,640 0 1,961,640
2,055,000 Grant County, WA, Public Hospital
District, GO Bonds 5.50 12/1/13 0 2,162,579 2,162,579
3,000,000 Grant County, WA, Public Hospital
District, GO Bonds 5.15 12/1/23 0 2,960,550 2,960,550
100,000 Island County WA USD South Whidbey
AMBAC Insured 6.75 12/1/07 118,978 0 118,978
1,748,000 Kitsap County, WA, Housing Authority RV,
Low Income Housing, GNMA COLL 7.10 8/20/16 0 2,081,816 2,081,816
100,000 South Colombian Basin WA Irrigation
District Revenue 6.00 12/1/02 108,005 0 108,005
350,000 Tacoma WA Solid Waste Utility Revenue
Series B AMBAC Insured 6.00 12/1/09 400,264 0 400,264
4,000,000 Washington Public Power Supply System,
Power RV, Nuclear Project #1, Series A 6.00 7/1/06 0 4,491,360 4,491,360
2,750,000 Washington Public Power Supply System,
Power RV, Nuclear Project #2, Series A 6.00 7/1/07 0 3,056,487 3,056,487
3,500,000 Washington State Housing Finance
Commission, Nonprofit Housing RV, VA
Mason Research Center Project,
Series A U.S. Bank of Washington, LOC 5.70 1/1/24 0 3,680,530 3,680,530
1,620,000 Washington State Housing Finance
Commisssion, Nonprofit Housing RV, VA
Mason Research Center Project, Series A,
U.S. Bank of Washington, LOC 5.65 1/1/19 0 1,696,756 1,696,756
1,000,000 Washington State Public Power Supply
System Nuclear Project Number 1 Series B 5.13 7/1/13 1,016,250 0 1,016,250
4,500,000 Washington State Public Power Supply
System, Power RV, Nuclear Project #3,
Series A 5.13 7/1/18 0 4,477,770 4,477,770
1,440,000 Washington State SFMR Series E AMT
GNMA/FNMA Collateralized 7.10 7/1/22 1,509,133 0 1,509,133
3,000,000 Yakima County, WA, SD #007, GO Bonds,
MBIA insured 6.75 12/1/06 0 3,529,890 3,529,890
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-41
<PAGE>
WELLS FARGO FUNDS - TAX-FREE INCOME FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE INCOME FUND
NORWEST ADVANTAGE TAX-FREE INCOME FUND(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 NATIONAL TAX-FREE PRO FORMA
COUPON MATURITY TAX-FREE FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
$ 5,674,225 $ 28,137,738 $ 33,811,963
WEST VIRGINIA
$ 8,600,000 West Virginia State, GO Bonds, Series A 5.20 11/1/26 $ 0 $ 8,926,284 $ 8,926,284
TOTAL MUNICIPAL BONDS $55,447,110 $370,739,140 $426,186,250
SHORT-TERM INSTRUMENTS
4,544,000 Stagecoach National Tax-Free Money
Market Trust 4,544,000 0 4,544,000
6,982,576 Municipal Money Market Fund 0 6,982,576 6,982,576
750,000 Pitkin County, CO MFHR, Centennial,
Series A, Credit Lyonnais, LOC,
Republic National Bank, LOC 3.35 12/1/24 0 750,000 750,000
3,727,940 US Bank, Series BI 4.30 8/11/99 0 3,727,940 3,727,940
$ 4,544,000 $ 11,460,516 $ 16,004,516
TOTAL INVESTMENTS IN SECURITIES $59,991,110 $382,199,656 $442,190,766
(Cost $419,916,082)
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the Funds
are Merged.
(b) See historical financial statements and footnotes thereto of
each of the Funds regarding valuation of securities.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-42
<PAGE>
WELLS FARGO FUNDS - CASH INVESTMENT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
STAGECOACH PRIME NORWEST
MONEY MARKET ADVANTAGE CASH PRO FORMA PRO FORMA
FUND INVESTMENT FUND ADJUSTMENTS(b) COMBINED
---------------- ---------------- --------------- ------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value(see cost below) $3,223,637,444 $6,124,988,227 $(570,009,639) $8,778,616,032
Cash 314,576 0 (55,624) 258,952
Receivables:
Dividends and Interest 29,129,964 2,454 (5,150,815) 23,981,603
Due from advisor 0 0 20,591 (d) 20,591
Organization expenses, net of amortization 25,014 0 (25,014)(d) 0
Prepaid expenses 101,519 0 (17,951) 83,568
TOTAL ASSETS 3,253,208,517 6,124,990,681 8,802,960,746
LIABILITIES
Payables:
Distribution to shareholders 12,262,752 12,116,811 (2,168,323) 22,211,240
Due to distributor 303,951 129,376 (53,745) 379,582
Due to advisor 913,750 976,265 (161,571) 1,728,444
Other 417,634 1,971 (73,847) 345,758
TOTAL LIABILITIES 13,898,087 13,224,423 24,665,024
TOTAL NET ASSETS $3,239,310,430 $6,111,766,258 $8,778,295,722
NET ASSETS CONSIST OF:
Paid-in capital $3,239,306,328 $6,113,614,310 $(572,780,241) $8,780,140,397
Undistributed net investment income (loss) 0 (147,521) (147,521)
Undistributed net realized gain (loss)
on investments 4,102 (1,700,531) (725) (1,697,154)
TOTAL NET ASSETS $3,239,310,430 $6,111,766,258 $8,778,295,722
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net Assets - Administrative Class $ 562,513,434 $(562,513,434)(e)
Shares outstanding - Administrative Class 562,456,538 (562,456,538)(e)
Net asset value and offering price per
share - Administrative Class $ 1.00
Net Assets - Institutional Class $1,169,269,538 $1,169,269,538
Shares outstanding - Institutional Class 1,169,346,181 1,169,346,181
Net asset value and offering price per
share - Institutional Class $ 1.00 $ 1.00
Net Assets - Service Class $ 934,746,492 $ 6,111,766,258 $ 562,513,434 (e) $7,609,026,184
Shares outstanding - Service Class 934,864,723 6,113,539,471 562,456,538 (e) 7,610,860,732
Net asset value and offering price per
share - Service Class $ 1.00 $ 1.00 $ 1.00
INVESTMENT AT COST $3,223,637,444 $ 6,124,988,227 $(570,009,639) $8,778,616,032
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-43
<PAGE>
WELLS FARGO FUNDS - CASH INVESTMENT MONEY MARKET FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
STAGECOACH PRIME NORWEST
MONEY MARKET ADVANTAGE CASH CORE-GATEWAY PRO FORMA PRO FORMA
INVESTMENT INCOME FUND(a) INVESTMENT FUND ADJUSTMENTS(c) ADJUSTMENTS(b) COMBINED
---------------------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest $149,310,711 $279,360,668 $428,671,379
Net expenses from master/core portfolios 0 (12,551,068) 12,551,068 0
TOTAL INVESTMENT INCOME 149,310,711 266,809,600 428,671,379
EXPENSES
Advisory fees 6,626,891 0 10,552,191 (10,190,472)(f) 6,988,610
Administration fees 1,816,340 2,451,134 1,596,064 4,619,377 (f) 10,482,915
Custody fees 442,681 0 334,085 620,956 (f) 1,397,722
Shareholder serv fees 3,566,896 0 0 10,292,010 (f) 13,858,906
Portfolio accounting fees 591,649 13,500 56,017 (581,166)(f) 80,000
Transfer agency fees 1,513,463 9,804,529 0 (11,232,852)(f) 488,334
Distribution fees 120,430 0 0 (120,430)(f) 0
Organization costs 13,658 0 3,010 (13,658)(f) 3,010
Legal and audit fees 148,380 88,562 2,328 (79,495)(f) 159,775
Registration fees 350,704 455,304 0 0 (f) 806,008
Directors' fees 3,819 64,029 7,372 (68,791)(f) 6,429
Shareholder reports 73,080 155,608 0 (34,499)(f) 194,189
Other 19,473 85,109 0 (8,500)(f) 96,082
TOTAL EXPENSES 15,287,464 13,117,775 34,561,979
Less:
Waived fees and reimbursed expenses fees (3,907,481) (2,072,879) 40,611 (g) (5,939,749)
NET EXPENSES 11,379,983 11,044,896 28,622,230
NET INVESTMENT INCOME (LOSS) 137,930,728 255,764,704 400,049,149
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale of investments 155,514 37,598 193,112
NET GAIN (LOSS) ON INVESTMENTS 155,514 37,598 193,112
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $138,086,242 $255,802,302 $400,242,261
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Administrative, Institutional and Service Classes of the Stagecoach
Prime Money Market Fund are merging with the Service Class of the Norwest
Advantage Cash Investment Fund to form the Wells Fargo Cash Investment
Money Market Fund, historical accounting data from the Stagecoach
Money Market will be kept. In conjunction with the merger, the
Administrative Class shares of the Stagecoach Prime Money Market Fund
will be converted to Service Class shares of the Wells Fargo Cash
Investment Money Market Fund.
(a) Information shown prior to December 12, 1997, is for the Stagecoach Prime
Money Market Fund which merged with the Overland
Money Market Fund on December 12, 1997.
(b) The Administrative Class, Institutional Class, and Service Class shares
of the Stagecoach Prime Money Market Fund comprise 82.3% of the Fund's net
assets. The remaining 17.7% of the Fund's net assets represent Class A
shares of the Stagecoach Prime Money Market Fund. Such Class A shares will
be exchanged for shares of a different fund in a separate reorganization.
Accordingly the net assets attributable to Class A shares have been removed
as an adjustment for purposes of this pro forma financial statement.
(c) The Norwest Advantage Cash Investment Fund, a "Gateway Fund", invests in
securities through "Core Portfolios", the Norwest Advantage Prime Money
Market and Norwest Advantage Money Market Portfolios. Expenses allocated
from the Core Portfolios to the Gateway Fund over the year ended November
30, 1998 have been disbursed according to the percentage of each expense
at the level of the Core Portfolios.
(d) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(e) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(f) Reflects adjustment in expenses due to elimination of duplicate services or
effect of purposed contract rate.
(g) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-44
<PAGE>
WELLS FARGO FUNDS - CASH INVESTMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH PRIME MONEY MARKET FUND,
NORWEST ADVANTAGE PRIME MONEY MARKET PORTFOLIO AND NORWEST MONEY MARKET
PORTFOLIO(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 PRIME MONEY PRIME MONEY MONEY MARKET PRO FORMA
INTEREST MATURITY MARKET FUND MARKET PORTFOLIO PORTFOLIO COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b)(d) VALUE(b)(d) VALUE(b)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSET BACKED SECURITIES
$ 76,207,555 WFP Tower B Finance Corp.,
Short-Term STEERS Trust ,
Series A 5.31% 12/8/98 $ 0 $ 42,011,856 $ 34,195,698 $ 76,207,554
CERTIFICATE OF DEPOSITS
$ 25,000,000 Abbey National 5.55% 1/26/99 $ 24,998,160 $ 0 $ 0 $ 24,998,160
50,000,000 ANZ Banking Corporation 5.64 2/24/99 50,001,143 0 0 50,001,143
66,000,000 Banco Espirito Santo e
Comercial de Lisboa, New
York Branch 5.74 3/26/99 0 15,999,033 49,996,982 65,996,015
87,000,000 Banque Paribas, New York
Branch, 5.73 36,248 0 46,993,816 39,994,738 86,988,554
29,000,000 Barclays Bank PLC 5.79 5/4/99 29,005,261 0 0 29,005,261
50,000,000 Bayerische Landesbank,
New York Branch, 5.65 7/22/99 0 30,132,716 20,088,477 50,221,193
20,000,000 Centari Corporation 5.78 4/19/99 20,000,000 0 0 20,000,000
65,000,000 Chase Manhattan Bank 5.10 4/20/99 65,000,000 0 0 65,000,000
30,000,000 Chase Manhattan Bank 4.87 4/21/99 30,000,000 0 0 30,000,000
30,000,000 Chase Manhattan Bank 5.06 5/12/99 30,000,000 0 0 30,000,000
25,000,000 CIBC YCD 5.01 2/17/99 25,000,000 0 0 25,000,000
100,000,000 CIBC YCD 5.07 4/13/99 100,000,000 0 0 100,000,000
198,000,000 Deutsche Bank, New York
Branch, 5.73 4/15/99 0 129,981,577 67,990,365 197,971,942
50,000,000 FCC National Bank 5.63 1/8/99 50,000,000 0 0 50,000,000
30,000,000 FCC National Bank 4.82 4/22/99 30,000,000 0 0 30,000,000
40,000,000 Generale Bank, New York
Branch, 6.02 12/16/98 0 25,000,073 15,000,044 40,000,117
40,000,000 Huntington National Bank 5.74 5/5/99 39,992,679 0 0 39,992,679
88,000,000 Natexis Banque, New York
Branch, 5.71 8/3/99 0 49,980,713 37,985,342 87,966,055
9,100,000 Northern Trust 4.78 4/5/99 9,100,000 0 0 9,100,000
50,000,000 Old Kent Bank 5.00 8/18/99 50,000,000 0 0 50,000,000
50,000,000 Societe Generale 5.60 1/13/99 49,998,305 0 0 49,998,305
50,000,000 Societe Generale, New
York Branch, 5.70 3/23/99 0 24,995,957 24,995,958 49,991,915
55,000,000 Societe Generale, New
York Branch, 5.80 4/28/99 0 0 54,991,462 54,991,462
25,000,000 Svenska Handelsbanken,
New York Branch 5.65 8/10/99 0 25,126,014 0 25,126,014
18,000,000 Svenska Handelsbanken,
New York Branch, 5.67 8/9/99 0 0 18,091,899 18,091,899
35,000,000 Swiss Bank 5.64 3/12/99 34,993,966 0 0 34,993,966
25,000,000 Swiss Bank 5.75 5/7/99 24,994,851 0 0 24,994,851
$ 663,084,365 $ 348,209,899 $ 329,135,267 $ 1,340,429,531
COMMERCIAL PAPER
$ 34,000,000 Ace Overseas Corp. 5.51* 1/19/99 $ 0 $ 33,745,010 $ 0 $ 33,745,010
25,000,000 Apreco, Inc. 5.37* 2/8/99 0 9,897,074 14,845,612 24,742,686
50,000,000 Asset Securitization
Corporation 5.37* 2/19/99 49,403,333 0 49,403,333
110,000,000 Associates Corporation 5.35* 12/1/98 110,000,000 0 110,000,000
100,000,000 Atlantis One Funding Corp. 5.48* 2/11/99 0 93,963,300 4,945,200 98,908,500
85,000,000 Atlantis One Funding Corp. 5.35* 3/26/99 0 19,658,194 63,889,132 83,547,326
85,000,000 Banco Rio de La Plata S.A.,
Bayerische Vereinsbank,
AG, LOC 5.47* 12/7/98 0 44,959,100 39,963,533 84,922,633
71,077,000 Barton Capital Corp. 5.58* 1/14/99 0 30,865,054 39,727,200 70,592,254
5,659,000 Barton Capital Corp. 5.48* 3/19/99 0 5,565,966 0 5,565,966
5,848,000 Barton Capital Corp. 5.06* 6/8/99 0 5,692,649 0 5,692,649
5,411,000 Barton Capital Corp. 5.04* 8/12/99 0 5,218,585 0 5,218,585
48,500,000 Bavaria Universal Funding
Corp. 5.25* 1/19/99 0 0 48,153,427 48,153,427
40,000,000 Bavaria Universal Funding
Corp. 5.40* 1/21/99 0 0 39,694,000 39,694,000
155,763,000 Bavaria Universal Funding
Corp. 5.25* 1/21/99 0 154,584,325 0 154,584,325
15,500,000 Beta Finance Incorporated 5.36* 1/6/99 15,415,060 0 0 15,415,060
26,000,000 CC (USA), Inc. 5.52* 1/29/99 0 14,864,300 10,900,487 25,764,787
50,000,000 CC (USA), Inc. 4.81* 4/9/99 0 29,482,925 19,655,284 49,138,209
42,872,000 Certain Funding Corp. 5.25* 1/15/99 0 0 42,590,653 42,590,653
15,643,000 Chinatex Capital, Inc.,
Bank of America N.T. &
S.A., L 5.45* 12/2/98 0 10,641,388 4,999,243 15,640,631
31,300,000 City of Austin, TX,
Landesbank Hessen -
Thueringen Grozentrale,
A. G., LOC 5.38* 12/16/98 0 9,977,582 21,252,253 31,229,835
19,000,000 Commercial Credit
Corporation 4.42* 12/10/98 18,976,725 0 0 18,976,725
50,000,000 Corporate Asset Funding
Incorporated 4.43* 12/7/98 49,957,000 0 0 49,957,000
31,650,000 Corporate Asset
Securitization Australia,
Ltd., Inc. 5.30* 1/15/99 0 0 31,440,319 31,440,319
75,000,000 Corporate Receivables
Corporation 5.27* 2/4/99 74,282,292 0 0 74,282,292
54,182,000 CPI Funding Corp. 5.55* 12/28/98 0 43,998,091 9,958,375 53,956,466
70,000,000 CPI Funding Corp. 5.08* 3/25/99 0 34,436,967 34,436,968 68,873,935
25,000,000 Ford Motor Credit
Corporation 4.73* 12/11/98 24,963,889 0 0 24,963,889
20,000,000 General Electric Capital
Corporation 5.36* 1/7/99 19,887,561 0 0 19,887,561
110,000,000 General Electric Capital
Corporation 5.09* 3/30/99 108,163,764 0 0 108,163,764
15,000,000 General Electric Capital
Corporation 4.72* 4/20/99 14,727,583 0 0 14,727,583
20,288,000 Grand Funding Corp. 5.42* 12/15/98 0 20,245,236 0 20,245,236
20,000,000 Grand Funding Corp. 5.60* 1/15/99 0 0 19,860,000 19,860,000
69,019,000 Grand Funding Corp. 5.55* 1/22/99 0 0 68,465,698 68,465,698
108,845,000 Grand Funding Corp. 5.50* 2/5/99 0 73,100,397 34,647,083 107,747,480
40,000,000 Grand Funding Corp. 5.35* 2/26/99 0 39,482,833 0 39,482,833
24,391,000 Grand Funding Corp. 5.60* 1/15/99 0 24,220,262 0 24,220,262
50,000,000 Greyhawk Capital Corp. 5.42* 12/11/98 0 29,954,833 19,969,889 49,924,722
48,825,000 International
Securitization Corp. 5.40* 1/14/99 0 29,802,000 18,700,755 48,502,755
57,700,000 International
Securitization Corp. 5.30* 2/17/99 0 32,621,050 24,416,362 57,037,412
140,000,000 Lexington Parker Capital
Co. LLC., 5.53* 1/4/99 0 84,556,063 54,712,747 139,268,810
80,000,000 Lexington Parker Capital
Co. LLC., 5.55* 1/12/99 0 34,773,375 44,708,625 79,482,000
20,000,000 Lexington Parker Capital
Co. LLC., 5.47* 1/15/99 0 0 19,863,250 19,863,250
10,317,000 Liberty Lighthouse Funding
Co. LLC., 5.52* 1/8/99 0 0 10,256,886 10,256,886
10,000,000 Medical Building
Funding III, Allied Irish
Bank, LOC 5.21* 5/26/99 0 0 9,745,534 9,745,534
17,355,000 MOAT Funding LLC. 5.42* 12/2/98 0 0 17,352,387 17,352,387
17,457,000 MOAT Funding LLC. 5.42* 12/8/98 0 0 17,438,602 17,438,602
7,384,000 MOAT Funding LLC. 5.42* 12/10/98 0 7,373,994 0 7,373,994
23,052,000 MOAT Funding LLC. 5.42* 12/21/98 0 0 22,982,588 22,982,588
26,033,000 MOAT Funding LLC. 5.39* 1/8/99 0 25,884,887 0 25,884,887
25,000,000 MOAT Funding LLC. 5.70* 1/14/99 0 14,895,500 9,930,333 24,825,833
85,000,000 MOAT Funding LLC. 5.45* 1/27/99 0 47,585,800 36,680,721 84,266,521
37,825,000 MOAT Funding LLC. 5.50* 2/12/99 0 22,570,438 14,832,709 37,403,147
40,000,000 MOAT Funding LLC. 5.35* 2/18/99 0 39,530,389 0 39,530,389
60,721,000 Monte Blanc Capital Corp. 5.45* 1/29/99 0 30,446,602 29,732,042 60,178,644
50,000,000 Monte Rosa Capital
Corporation 5.42* 2/16/99 49,419,292 0 0 49,419,292
44,458,000 Monte Rosa Capital
Corporation 5.32* 2/23/99 43,906,128 0 0 43,906,128
100,000,000 Morgan Stanley 5.26* 1/22/99 99,231,556 0 0 99,231,556
50,000,000 National City Credit
Corporation 4.81* 12/22/98 49,853,583 0 0 49,853,583
80,000,000 Old Line Funding Corp. 5.03* 12/15/98 0 39,921,755 39,921,756 79,843,511
73,891,000 Park Avenue Receivables
Corporation 5.37* 2/9/99 0 49,477,916 23,641,538 73,119,454
45,000,000 Park Avenue Receivables
Corporation 3.79* 12/4/98 44,981,063 0 0 44,981,063
10,000,000 Park Avenue Receivables
Corporation 5.00* 12/18/98 9,975,067 0 0 9,975,067
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-45
<PAGE>
WELLS FARGO FUNDS - CASH INVESTMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH PRIME MONEY MARKET FUND,
NORWEST ADVANTAGE PRIME MONEY MARKET PORTFOLIO AND NORWEST MONEY MARKET
PORTFOLIO(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 PRIME MONEY PRIME MONEY MONEY MARKET PRO FORMA
INTEREST MATURITY MARKET FUND MARKET PORTFOLIO PORTFOLIO COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b)(d) VALUE(b)(d) VALUE(b)
<S> <C> <C> <C> <C> <C> <C> <C>
75,000,000 Park Avenue Receivables
Corporation 5.42* 1/28/99 74,340,250 0 0 74,340,250
24,494,000 Perry Funding Corp. 5.51* 12/1/98 0 20,000,000 4,494,000 24,494,000
73,714,000 Perry Funding Corp. 5.53* 2/16/99 0 32,609,675 40,232,433 72,842,108
15,157,000 Perry II Funding Corp. 5.53* 2/16/99 0 14,977,722 0 14,977,722
30,000,000 Petrobras International
Finance Co., Barclays Bank
plc 5.25* 2/8/99 0 0 29,698,125 29,698,125
42,067,000 Pooled Accounts Receivable
Capital Corp., 5.40* 2/2/99 0 21,858,466 19,811,000 41,669,466
50,000,000 Province of Quebec 5.36* 1/6/99 49,726,000 0 0 49,726,000
62,196,000 Receivables Capital
Corporation 5.33* 1/29/99 61,648,623 0 0 61,648,623
30,116,000 Receivables Capital
Corporation 5.39* 2/5/99 29,816,747 0 0 29,816,747
23,774,000 Repeat Offering
Securitization Entity 5.35* 1/7/99 0 23,643,276 0 23,643,276
50,000,000 Salomon Smith Barney 4.86* 4/20/99 49,066,667 0 0 49,066,667
120,500,000 Sheffield Receivables Corp. 5.21* 1/29/99 0 93,693,101 25,777,997 119,471,098
100,000,000 Sheffield Receivables
Corporation 5.25* 2/12/99 98,931,361 0 0 98,931,361
58,000,000 Sigma Finance Corp. 5.40* 1/28/99 0 29,739,000 27,756,400 57,495,400
20,000,000 Sigma Finance Corp. 5.52* 2/4/99 0 19,800,667 0 19,800,667
42,000,000 Sigma Finance Corp. 5.27* 3/15/99 0 22,649,838 18,710,736 41,360,574
80,000,000 Special Purpose Accounts
Receivable Cooperative Corp. 5.30* 1/20/98 0 79,411,111 0 79,411,111
30,000,000 Special Purpose Accounts
Receivable Cooperative Corp. 5.54* 12/4/98 0 24,988,458 4,997,692 29,986,150
50,000,000 Special Purpose Accounts
Receivable Cooperative Corp. 5.30* 1/28/99 0 0 49,573,056 49,573,056
44,250,000 Special Purpose Accounts
Receivable Cooperative Corp. 5.40* 1/29/99 0 9,911,500 33,946,888 43,858,388
50,000,000 Special Purpose Accounts
Receivable Cooperative Corp. 5.00* 4/7/99 0 29,470,835 19,647,223 49,118,058
56,697,000 Sydney Capital Corp., Inc. 5.21* 1/8/99 0 33,511,685 22,873,513 56,385,198
17,267,000 Thames Asset Global
Securitization, Inc. 5.25* 1/4/99 0 0 17,181,385 17,181,385
62,132,000 Thames Asset Global
Securitization, Inc. 5.32* 1/6/99 0 41,907,857 19,893,600 61,801,457
20,545,000 Thames Asset Global
Securitization, Inc. 5.25* 1/14/99 0 0 20,413,170 20,413,170
48,000,000 Thames Asset Global
Securitization, Inc. 5.25* 1/15/99 0 47,682,187 0 47,682,187
30,000,000 Thames Asset Global
Securitization, Inc. 5.40* 1/15/99 0 0 29,797,500 29,797,500
21,317,000 Thames Asset Global
Securitization, Inc. 5.15* 2/16/99 0 21,082,187 0 21,082,187
60,000,000 Thames Asset Global
Securitization, Inc. 5.35* 2/22/99 0 34,568,285 24,691,633 59,259,918
25,303,000 Three Rivers Funding Corp. 5.45* 12/10/98 0 9,986,375 15,282,150 25,268,525
69,900,000 Trident Capital Finance,
Inc. 5.51* 1/8/99 0 39,667,937 29,825,517 69,493,454
42,000,000 U.S. Bancorp 4.69* 12/18/98 41,901,825 0 0 41,901,825
29,362,000 Windmill Funding Corp. 5.40* 1/20/99 0 0 29,141,785 29,141,785
29,300,000 Xerox Corporation 4.75* 4/16/99 28,779,762 0 0 28,779,762
62,650,000 Yamaha Motor Owner Trust 5.43* 1/22/99 0 39,686,266 22,472,349 62,158,615
$1,217,355,131 $1,884,840,268 $1,470,529,343 $ 4,572,724,742
CORPORATE BONDS & NOTES
$ 15,000,000 Abbey National Treasury 5.64% 7/15/99 $ 15,027,692 $ 0 $ 0 $ 15,027,692
50,000,000 Asset Backed Trust 1995
Series A-3, 5.28 4/15/99 0 28,000,000 22,000,000 50,000,000
15,000,000 Asset Backed Trust 1996
Series A-4, 5.29 1/15/99 0 10,000,000 5,000,000 15,000,000
50,000,000 Bear Stearns Cos., Inc. 5.61 10/27/99 0 30,000,000 20,000,000 50,000,000
50,000,000 Bear Stearns Cos., Inc. 5.62 11/1/99 0 30,000,000 20,000,000 50,000,000
40,000,000 Bear Stearns Cos., Inc. 5.43 11/15/99 0 30,000,000 9,997,229 39,997,229
25,000,000 Bear Stearns Cos., Inc. 5.55 11/30/99 0 15,000,000 10,000,000 25,000,000
35,000,000 Bear Stearns Cos., Inc. 5.43 12/15/99 0 14,995,844 20,000,000 34,995,844
80,000,000 Beta Finance, Inc. 5.40 11/12/99 0 79,940,437 0 79,940,437
60,000,000 Beta Finance, Inc. 5.19 11/12/99 0 0 59,955,328 59,955,328
45,000,000 BRAVO Trust Series 1997-1 5.40 4/15/99 0 25,000,000 20,000,000 45,000,000
20,190,000 BT Securities Corp. 5.75 3/15/99 0 10,197,119 10,006,986 20,204,105
50,000,000 CC USA MTN 5.78 6/11/99 49,994,768 0 0 49,994,768
25,000,000 Centari Corporation 5.75 4/23/99 25,000,000 0 0 25,000,000
50,000,000 CIT Group Holdings
Incorporated 4.82 1/27/99 49,993,753 0 0 49,993,753
6,000,000 Compagnie Bancaire (USA)
Funding, Inc. 6.15 12/28/98 0 6,002,059 0 6,002,059
10,000,000 FCC National Bank 5.67 6/1/99 9,994,034 0 0 9,994,034
30,000,000 First Union National Bank 5.73 5/19/99 29,989,331 0 0 29,989,331
100,000,000 First Union National Bank 5.25 9/17/99 100,000,000 0 0 100,000,000
25,000,000 Huntington National Bank 5.14 12/9/98 24,999,921 0 0 24,999,921
50,000,000 Huntington National Bank 5.20 10/26/99 49,986,700 0 0 49,986,700
15,000,000 IBM Credit Corporation 6.12 12/15/98 15,001,323 0 0 15,001,323
40,000,000 IBM Credit Corporation 4.67 10/29/99 39,984,537 0 0 39,984,537
50,000,000 JP Morgan & Company
Incorporated 4.86 9/15/99 50,000,000 0 0 50,000,000
100,000,000 Keybank 5.36 10/14/99 0 60,002,552 40,001,699 100,004,251
50,000,000 Liberty Lighthouse U.S.
Capital Company, LLC. 5.26 9/1/99 0 29,995,679 19,997,120 49,992,799
100,000,000 Liberty Lighthouse U.S.
Capital Company, LLC. 5.26 9/9/99 0 59,990,952 39,993,969 99,984,921
100,000,000 Liberty Lighthouse U.S.
Capital Company, LLC. 5.30 10/8/99 0 49,964,956 49,955,729 99,920,685
47,000,000 Medium Term Structured
Enhanced Return Trust
(STEERS), Series 1997 A-40 5.31 1/15/99 0 28,000,000 19,000,000 47,000,000
40,000,000 Medium Term Structured
Enhanced Return Trust
(STEERS), Series 1997 A-28 5.06 9/23/99 0 20,000,000 20,000,000 40,000,000
15,255,000 Merita Bank Ltd. 9.75 12/15/98 0 0 15,277,857 15,277,857
25,000,000 Merrill Lynch & Co., Inc. 5.75 4/7/99 0 15,017,625 10,011,750 25,029,375
60,000,000 Morgan Guaranty Trust
Company 5.71 1/8/99 59,997,626 0 0 59,997,626
30,000,000 Morgan Stanley Group, Inc. 5.60 11/15/99 0 0 30,000,000 30,000,000
40,000,000 Morgan Stanley Group, Inc. 5.60 12/15/99 0 40,000,000 0 40,000,000
40,000,000 NationsBank Corporation 5.83 12/22/98 39,998,619 0 0 39,998,619
20,000,000 NationsBank Corporation 5.50 2/4/99 20,000,000 0 0 20,000,000
147,500,000 Sigma Finance Corp. 5.14 10/28/99 0 87,500,000 60,000,000 147,500,000
50,000,000 Structured Products Asset 5.47 5/24/99 0 30,000,000 20,000,000 50,000,000
100,000,000 Syndicated Loan Funding 5.78 12/15/99 0 60,000,000 40,000,000 100,000,000
$ 579,968,304 $ 759,607,223 $ 561,197,667 $ 1,900,773,194
VARIABLE AND FLOATING RATE BONDS
$ 90,000,000 Abbey National 4.80% 7/15/99 $ 89,964,645 $ 0 $ 0 $ 89,964,645
50,000,000 Allstate Life Insurance Co. 5.44 2/28/99 0 30,000,000 20,000,000 50,000,000
30,000,000 American Express Centurion 5.16 12/21/98 30,000,000 0 0 30,000,000
40,000,000 Commercial Bank 5.16 7/13/99 39,985,485 0 0 39,985,485
30,000,000 First National Bank 4.87 9/28/99 30,000,000 0 0 30,000,000
50,000,000 Ford Motor Credit
Corporation 4.95 12/23/98 49,999,126 0 0 49,999,126
60,000,000 Ford Motor Credit
Corporation 4.96 1/7/99 60,000,000 0 0 60,000,000
200,000,000 General American Life
Insurance Co., 5.40 3/20/30 0 115,000,000 85,000,000 200,000,000
50,000,000 Key Bank 5.14 12/15/98 49,999,816 0 0 49,999,816
75,000,000 Key Bank 4.83 10/4/99 74,975,375 0 0 74,975,375
40,000,000 National Rural Utilities 5.23 11/23/99 40,000,000 0 0 40,000,000
75,000,000 NationsBank Corporation 4.83 4/27/99 74,991,240 0 0 74,991,240
40,000,000 Peoples Benefit Life
Insurance Co. 5.33 12/15/99 0 40,000,000 0 40,000,000
20,000,000 Peoples Benefit Life
Insurance Co., 5.28 12/15/99 0 0 20,000,000 20,000,000
30,000,000 Providian Life & Health
Insurance Co. 5.28 12/15/99 0 30,000,000 0 30,000,000
35,000,000 Providian Life & Health
Insurance Co., 5.33 12/15/99 0 0 35,000,000 35,000,000
25,000,000 Sigma Finance 5.08 8/23/99 25,000,000 0 0 25,000,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-46
<PAGE>
WELLS FARGO FUNDS - CASH INVESTMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH PRIME MONEY MARKET FUND,
NORWEST ADVANTAGE PRIME MONEY MARKET PORTFOLIO AND NORWEST MONEY MARKET
PORTFOLIO(a)
<TABLE>
<CAPTION>
STAGECOACH NORWEST ADVANTAGE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 PRIME MONEY PRIME MONEY MONEY MARKET PRO FORMA
INTEREST MATURITY MARKET FUND MARKET PORTFOLIO PORTFOLIO COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b)(d) VALUE(b)(d) VALUE(b)
<S> <C> <C> <C> <C> <C> <C> <C>
35,000,000 Sigma Finance 5.13 8/26/99 35,000,000 0 0 35,000,000
50,000,000 Transamerica Life Insurance
& Annuity Co., 5.22 4/12/99 0 30,000,000 20,000,000 50,000,000
$ 599,915,687 $ 245,000,000 $ 180,000,000 $ 1,024,915,687
MASTER NOTES
$ 13,000,000 American General
Finance, Inc. $ 0 $ 10,000,000 $ 3,000,000 $ 13,000,000
20,000,000 General Electric Co. 0 10,000,000 10,000,000 20,000,000
$ 0 $ 20,000,000 $ 13,000,000 $ 33,000,000
MUNICIPAL BONDS & NOTES
$ 8,300,000 Durham, NC, COP, Series B,
Wachovia Bank of North
Carolina, LOC 4.87 7/1/03 $ 0 $ 4,700,000 $ 3,600,000 $ 8,300,000
11,225,000 Kalamazoo Funding Co.,
Old Kent Bank & Trust Co. 5.15 12/15/26 0 5,715,000 5,510,000 11,225,000
7,310,000 New York City, GO 5.76 12/21/98 0 7,310,000 0 7,310,000
2,000,000 Prince William County, VA,
Taxable Notes, Series A,
Wachovia Bank of North
Carolina, LOC 4.87 3/1/17 0 1,100,000 900,000 2,000,000
$ 0 $ 18,825,000 $ 10,010,000 $ 28,835,000
SHORT TERM FEDERAL AGENCIES
$ 51,900,000 Federal Home Loan Mortgage
Corporation 4.95*% 3/19/99 $ 51,133,957 $ 0 $ 0 $ 51,133,957
REPURCHASE AGREEMENTS
$ 64,127,000 Goldman Sachs Pooled
Repurchase Agreement - 102%
Collateralized by U.S.
Government Securities 5.25% 12/1/98 $ 64,127,000 $ 0 $ 0 $ 64,127,000
31,790,000 Morgan Stanley & Company
Repurchase Agreement - 102%
Collateralized by U.S.
Government Securities 5.23 12/1/98 31,790,000 0 0 31,790,000
12,843,000 JP Morgan Securities
Incorporated Repurchase
Agreement - 102%
Collateralized by U.S.
Government Securities 5.15 12/1/98 12,843,000 0 0 12,843,000
3,420,000 HSBC Securities Incorporated
Repurchase Agreement - 102%
Collateralized by U.S.
Government Securities 5.15 12/1/98 3,420,000 0 0 3,420,000
291,029,855 NationsBanc Montgomery
Securities, Inc., to be
repurchased at $139,629,682 5.50 12/1/98 0 139,608,354 151,421,501 151,421,501
$ 112,180,000 $ 139,608,354 $ 151,421,501 $ 263,601,501
TIME DEPOSITS
$190,000,000 Bank of America N.T. &
S.A., Toronto Branch, 5.56 12/1/98 $ 0 $ 190,000,000 $ 0 $ 190,000,000
41,400,000 Banque Paribas, Toronto
Branch, 5.63 12/1/98 0 41,400,000 0 41,400,000
150,000,000 Deutsche Bank AG, Toronto
Branch, 6.00 12/1/98 0 150,000,000 0 150,000,000
150,000,000 Bank of America N.T.
& S.A., Toronto Branch, 5.56 12/1/98 0 0 150,000,000 150,000,000
30,000,000 Banque Paribas, Toronto
Branch, 5.63 12/1/98 0 0 30,000,000 30,000,000
125,000,000 Deutsche Bank AG, Toronto
Branch, 6.00 12/1/98 0 0 125,000,000 125,000,000
15,000,000 Dresdner Bank AG, Toronto
Branch, 5.56 12/1/98 0 0 15,000,000 15,000,000
75,000,000 Dresdner Bank AG, Toronto
Branch, 5.56 12/2/98 0 75,000,000 0 75,000,000
$ 0 $ 456,400,000 $ 320,000,000 $ 776,400,000
INVESTMENTS IN SECURITIES
PRIOR TO PRO FORMA
ADJUSTMENTS $3,223,637,444 $3,914,502,600 $3,069,489,476 $10,207,629,520
PRO FORMA ADJUSTMENTS
To Securities at Market Value $ (570,009,639) $ (880,763,085) (24,555,916) (1,475,328,640)
From Other Assets and
Liablities from Core Portfolio $ 0 28,743,216 17,571,936 46,315,152
$ (570,009,639)(c) $ (852,019,869)(d) $ (6,983,980)(d) $(1,429,013,488)
TOTAL INVESTMENTS IN SECURITIES $2,653,627,805 $3,062,482,731 $3,062,505,496 $ 8,778,616,032
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the
Funds are Merged.
(b) See historical financial statements and footnotes thereto of
each of the Funds regarding valuation of securities.
(c) The Administrative Class, Institutional Class and Service
Class shares of the Prime Money Market Fund comprise 82.3%
of the Fund.
(d) The Norwest Advantage Cash Investment Fund invests directly
into and comprises 77.5% and 99.2% of the Norwest Prime Money
Market and Money Market Portfolios' net assets, respectively.
* Yield to maturity.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-47
<PAGE>
WELLS FARGO FUNDS - PRIME INVESTMENT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE READY STAGECOACH PRIME STAGECOACH
CASH INVESTMENT MONEY MARKET MONEY MARKET PRO FORMA PRO FORMA
FUND FUND FUND ADJUSTMENTS(b)(d) COMBINED
--------------- ---------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value
(see cost below) $888,173,248 $3,223,637,444 $9,139,364,490 $(2,697,621,511) $10,553,553,671
Cash 0 314,576 399,740 (258,952) 455,364
Receivables:
Dividends and Interest 0 29,129,964 82,604,674 (23,979,149) 87,755,489
Due from advisor 0 0 0 4,423 (e) 4,423
Organization expenses, net of amortization 0 25,014 6,745 (25,014)(e) 6,745
Prepaid expenses 0 101,519 361,172 (83,568) 379,123
TOTAL ASSETS 888,173,248 3,253,208,517 9,222,736,821 10,642,154,815
LIABILITIES
Payables:
Distribution to shareholders 19,974 12,262,752 33,687,374 (10,095,418) 35,874,682
Due to distributor 0 303,951 1,533,327 (250,206) 1,587,072
Due to advisor 173,327 913,750 4,914,334 (760,764) 5,240,647
Other 92,614 417,634 31,521 (348,375) 193,394
TOTAL LIABILITIES 285,915 13,898,087 40,166,556 42,895,795
TOTAL NET ASSETS $887,887,333 $3,239,310,430 $9,182,570,265 $10,599,259,020
NET ASSETS CONSIST OF:
Paid-in capital $887,898,079 $3,239,306,328 $9,182,915,994 $(2,710,506,164) $10,599,614,237
Undistributed net investment income (loss) (3,100) 0 0 154 $ (2,946)
Undistributed net realized gain (loss)
on investments (7,646) 4,102 (345,729) (2,998) $ (352,271)
TOTAL NET ASSETS $887,887,333 $3,239,310,430 $9,182,570,265 $10,599,259,020
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $842,877,199 $ 572,780,966 $8,040,849,890 $ 9,456,508,055
Shares outstanding - Class A 842,897,224 572,886,864 8,040,454,142 9,456,238,230
Net asset value and offering price per
share - Class A $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Assets - Class B $ 1,030,590 $ 1,141,720,375 (h) $ 1,142,750,965
Shares outstanding - Class B 1,030,598 1,141,670,830 (h) 1,142,701,428
Net asset value and offering price per
share - Class B $ 1.00 $ 1.00
Net Assets - Class S $1,141,720,375 $(1,141,720,375)(h)
Shares outstanding - Class S 1,141,670,830 $(1,141,670,830)(h)
Net asset value and offering price per
share - Class S $ 1.00
INVESTMENT AT COST $888,173,248 $3,223,637,444 $9,139,364,490 $(2,697,621,511) $10,553,553,671
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-48
<PAGE>
WELLS FARGO FUNDS - PRIME INVESTMENT MONEY MARKET FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE STAGECOACH
READY CASH PRIME STAGECOACH
INVESTMENT CORE-GATEWAY MONEY MARKET MONEY PRO FORMA PRO FORMA
FUND ADJUSTMENTS (a) FUND (c) MARKET FUND ADJUSTMENTS(b)(d) COMBINED
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $43,108,032 $149,310,711 $445,712,014 $638,130,757
Net expenses from
master/core portfolios (2,983,265) 2,983,265 0 0 0
TOTAL INVESTMENT INCOME 40,124,767 149,310,711 445,712,014 638,130,757
EXPENSES
Advisory fees 2,508,151 6,626,891 31,610,247 (3,721,521)(f) 37,023,768
Administration fees 1,134,062 379,369 1,816,340 5,410,577 5,143,565 (f) 13,883,913
Custody fees 0 79,409 442,681 1,325,226 3,872 (f) 1,851,188
Shareholder serv fees 0 0 3,566,896 23,199,554 (3,626,595)(f) 23,139,855
Portfolio accounting fees 26,500 13,315 591,649 1,642,006 (2,193,470)(f) 80,000
Transfer agency fees 1,880,392 0 1,513,463 7,553,647 (2,490,218)(f) 8,457,284
Distribution fees 6,674 0 120,430 8,022,219 (512,676)(f) 7,636,647
Organization costs 0 715 13,658 4,900 (14,770)(f) 4,503
Legal and audit fees 17,804 553 148,380 266,779 (200,648)(f) 232,868
Registration fees 126,379 0 350,704 637,750 0 1,114,833
Directors' fees 10,019 1,752 3,819 3,853 (13,014)(f) 6,429
Shareholder reports 25,622 0 73,080 362,833 (101,438)(f) 360,097
Other 4,177 0 19,473 144,297 (23,822)(f) 144,125
TOTAL EXPENSES 3,231,629 15,287,464 80,183,888 93,935,511
Less:
Waived fees and reimbursed
expenses fees (21,381) (3,907,481) (13,986,097) 1,961,254 (g) (15,953,705)
NET EXPENSES 3,210,248 11,379,983 66,197,791 77,981,806
NET INVESTMENT INCOME (LOSS) 36,914,519 137,930,728 379,514,223 560,148,951
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on
sale of investments 3,109 155,514 391,855 550,478
NET GAIN (LOSS) ON INVESTMENTS 3,109 155,514 391,855 550,478
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $36,917,628 $138,086,242 $379,906,078 $560,699,429
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Class A of the Stagecoach Prime Money Market Fund and Classes A and B
of the Norwest Advantage Ready Cash Investment Fund are merging with the
Stagecoach Money Market Fund to form the Wells Fargo Prime Investment
Money Market Fund, historical accounting data from the Stagecoach
Money Market Fund will be kept.
(a) The Norwest Advantage Ready Cash Investment Fund, a "Gateway Fund", invests
in securities through a "Core Portfolio", the Norwest Advantage Prime Money
Market Portfolio. Expenses allocated from the Core Portfolio to the
Gateway Fund over the year ended November 30, 1998 have been disbursed
according to the percentage of each expense at the Core Portfolio level.
(b) The Class A and Class B shares of the Norwest Advantage Ready Cash
Investment Fund comprises 95.0% of the Fund's net assets. The remaining
5.0% of the Fund's net asset represent Institutional Class shares of the
Norwest Advantage Ready Cash Investment Fund. Such Instituional Class
shares will be exchanged for shares of a different fund in a separate
reorganization. Accordingly the net assets attributable to Insitutional
Class shares have been removed as an adjustment for purposes of this pro
forma financial statement.
(c) Information shown prior to December 12, 1997, is for the Stagecoach Prime
Money Market Fund which merged with the Overland Money Market Fund on
December 12, 1997.
(d) The Class A shares of the Stagecoach Prime Money Market Fund comprise
17.7% of the Fund's net assets. The remaining 82.3% of the Fund's net
assets represent Administrative, Institutional, and Service Class shares
of the Stagecoach Prime Money Market Fund. Such shares will be exchanged
for respective shares of a different fund in a separate reorganization.
Accordingly, the net assets attributable to Administrative, Institutional
and Service class shares have been removed as an adjustment for purposes
of this pro forma financial statement.
(e) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(f) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(g) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
(h) Reflects new shares issued, net of retired shares of the respective
Funds which are not accounting survivors.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-49
<PAGE>
WELLS FARGO FUNDS - PRIME INVESTMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE
PRIME MONEY MARKET PORTFOLIO, STAGECOACH PRIME MONEY MARKET FUND AND
STAGECOACH MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE
PRIME MONEY STAGECOACH STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 MARKET PRIME MONEY MONEY MARKET PRO FORMA
INTEREST MATURITY PORTFOLIO MARKET FUND FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b)(d) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSET BACKED SECURITIES
$ 76,207,555 WFP Tower B Finance Corporation,
Short-Term STEERS Trust,
Series A 5.31% 12/8/98 $ 42,011,856 $ 0 $ 0 $ 42,011,856
CERTIFICATE OF DEPOSITS
$ 44,000,000 Abbey National 5.55% 1/26/99 $ 0 $ 24,998,160 $ 18,998,602 $ 43,996,762
100,000,000 American Express Centurion Bank 5.42 12/16/98 0 0 100,000,000 100,000,000
40,000,000 American Express Centurion Bank 5.14 1/28/99 0 0 40,000,000 40,000,000
50,000,000 ANZ Banking Corporation 5.64 2/24/99 0 50,001,143 0 50,001,143
66,000,000 Banco Espirito Santo e Comercial
de Lisboa, New York Branch 5.74 3/26/99 15,999,033 0 0 15,999,033
87,000,000 Banque Paribas, New York Branch, 5.73 36,248 46,993,816 0 0 46,993,816
29,000,000 Barclays Bank PLC 5.79 5/4/99 0 29,005,261 0 29,005,261
50,000,000 Bayerische Landesbank 5.65 7/22/99 30,132,716 0 0 30,132,716
50,000,000 Bayerische Landsbank 5.34 3/23/99 0 0 49,988,080 49,988,080
20,000,000 Centari Corporation 5.78 4/19/99 0 20,000,000 0 20,000,000
165,000,000 Chase Manhattan Bank 5.10 4/20/99 0 65,000,000 100,000,000 165,000,000
175,000,000 Chase Manhattan Bank 4.87 4/21/99 0 30,000,000 145,000,000 175,000,000
150,000,000 Chase Manhattan Bank 5.06 5/12/99 0 30,000,000 120,000,000 150,000,000
65,000,000 CIBC 5.01 2/17/99 0 0 65,000,000 65,000,000
92,200,000 CIBC 5.07 4/13/99 0 0 92,200,000 92,200,000
175,000,000 CIBC 4.86 4/20/99 0 0 175,000,000 175,000,000
75,000,000 CIBC 5.08 5/4/99 0 0 75,000,000 75,000,000
25,000,000 CIBC YCD 5.01 2/17/99 0 25,000,000 0 25,000,000
100,000,000 CIBC YCD 5.07 4/13/99 0 100,000,000 0 100,000,000
198,000,000 Deutsche Bank, New York Branch, 5.73 4/15/99 129,981,577 0 0 129,981,577
50,000,000 FCC National Bank 5.63 1/8/99 0 50,000,000 0 50,000,000
30,000,000 FCC National Bank 4.82 4/22/99 0 30,000,000 0 30,000,000
40,000,000 Generale Bank, New York Branch, 6.02 12/16/98 25,000,073 0 0 25,000,073
75,000,000 Harris Trust & Savings 5.05 5/5/99 0 0 75,000,000 75,000,000
40,000,000 Huntington National Bank 5.74 5/5/99 0 39,992,679 0 39,992,679
88,000,000 Natexis Banque, New York Branch, 5.71 8/3/99 49,980,713 0 0 49,980,713
9,100,000 Northern Trust 4.78 4/5/99 0 9,100,000 0 9,100,000
75,000,000 Old Kent Bank 4.83 4/28/99 0 0 75,000,000 75,000,000
50,000,000 Old Kent Bank 5.06 6/14/99 0 0 50,000,000 50,000,000
25,000,000 Old Kent Bank 5.04 8/13/99 0 0 25,000,000 25,000,000
50,000,000 Old Kent Bank 5.00 8/18/99 0 50,000,000 0 50,000,000
50,000,000 Old Kent Bank 4.90 10/6/99 0 0 50,000,000 50,000,000
65,500,000 Rabobank Nederland 5.71 5/5/99 0 0 65,475,350 65,475,350
70,000,000 Rabobank Nederland 5.74 5/19/99 0 0 69,978,277 69,978,277
192,000,000 Societe Generale 5.60 1/13/99 0 49,998,305 141,995,186 191,993,491
50,000,000 Societe Generale,
New York Branch, 5.70 3/23/99 24,995,957 0 0 24,995,957
25,000,000 Svenska Handelsbanken,
New York Branch 5.65 8/10/99 25,126,014 0 0 25,126,014
135,000,000 Swiss Bank 5.64 3/12/99 0 34,993,966 99,982,760 134,976,726
25,000,000 Swiss Bank 5.75 5/7/99 0 24,994,851 0 24,994,851
$ 348,209,899 $ 663,084,365 $1,633,618,255 2,644,912,519
COMMERCIAL PAPER
$ 34,000,000 Ace Overseas Corporation 5.51*% 1/19/99 $ 33,745,010 $ 0 $ 0 $ 33,745,010
70,000,000 American Express 2.44* 12/2/98 0 0 69,990,511 69,990,511
25,000,000 Apreco, Incorporated 5.37* 2/8/99 9,897,074 0 0 9,897,074
100,000,000 Asset Securitization Corporation 4.82* 12/11/98 0 0 99,853,056 99,853,056
113,500,000 Asset Securitization Corporation 5.27* 2/12/99 0 0 112,283,029 112,283,029
50,000,000 Asset Securitization Corporation 5.37* 2/19/99 0 49,403,333 0 49,403,333
79,000,000 Asset Securitization Corporation 5.37* 2/19/99 0 0 78,057,267 78,057,267
110,000,000 Associates Corporation 5.35* 12/1/98 0 110,000,000 0 110,000,000
80,000,000 Associates First Capital 5.35* 12/1/98 0 0 80,000,000 80,000,000
50,000,000 Associates First Capital 4.74* 12/22/98 0 0 49,855,625 49,855,625
100,000,000 Atlantis One Funding Corporation 5.48* 2/11/99 93,963,300 0 0 93,963,300
85,000,000 Atlantis One Funding Corporation 5.35* 3/26/99 19,658,194 0 0 19,658,194
118,535,000 Atlantis One Funding Corporation 5.41* 2/10/99 0 0 117,265,589 117,265,589
43,421,000 Atlantis One Funding Corporation 5.20* 3/15/99 0 0 42,772,483 42,772,483
85,000,000 Banco Rio de La Plata S.A.,
Bayerische Vereinsbank, AG, LOC 5.47* 12/7/98 44,959,100 0 0 44,959,100
71,077,000 Barton Capital Corporation 5.58* 1/14/99 30,865,054 0 0 30,865,054
5,659,000 Barton Capital Corporation 5.48* 3/19/99 5,565,966 0 0 5,565,966
5,848,000 Barton Capital Corporation 5.06* 6/8/99 5,692,649 0 0 5,692,649
5,411,000 Barton Capital Corporation 5.04* 8/12/99 5,218,585 0 0 5,218,585
155,763,000 Bavaria Universal Funding
Corporation 5.25* 1/21/99 154,584,325 0 0 154,584,325
15,500,000 Beta Finance Incorporated 5.36* 1/6/99 0 15,415,060 0 15,415,060
26,000,000 CC (USA), Incorporated 5.52* 1/29/99 14,864,300 0 0 14,864,300
50,000,000 CC (USA), Incorporated 4.81* 4/9/99 29,482,925 0 0 29,482,925
39,500,000 CC Incorporated 5.37* 1/8/99 0 0 39,271,514 39,271,514
43,500,000 CC USA Incorporated 5.36* 1/6/99 0 0 43,261,620 43,261,620
15,643,000 Chinatex Capital, Incorporated,
Bank of America N.T. & S.A., LOC 5.45* 12/2/98 10,641,388 0 0 10,641,388
31,300,000 City of Austin, TX, Landesbank
Hessen - Thueringen Grozentrale,
A. G., LOC 5.38* 12/16/98 9,977,582 0 0 9,977,582
50,000,000 Commercial Credit Company 4.71* 12/11/98 0 0 49,928,194 49,928,194
19,000,000 Commercial Credit Corporation 4.42* 12/10/98 0 18,976,725 0 18,976,725
50,000,000 Corporate Asset Funding
Incorporated 4.43* 12/7/98 0 49,957,000 0 49,957,000
100,000,000 Corporate Asset Funding
Incorporated 5.27* 2/1/99 0 0 99,085,500 99,085,500
75,000,000 Corporate Asset Funding
Incorporated 5.35* 2/5/99 0 0 74,260,250 74,260,250
100,000,000 Corporate Receivables
Corporation 4.68* 12/15/98 0 0 99,805,556 99,805,556
100,000,000 Corporate Receivables
Corporation 5.40* 1/25/99 0 0 99,167,361 99,167,361
75,000,000 Corporate Receivables Corporation 5.27* 2/4/99 0 74,282,292 0 74,282,292
99,000,000 Corporate Receivables Corporation 5.27* 2/4/99 0 0 98,052,625 98,052,625
54,182,000 CPI Funding Corporation 5.55* 12/28/98 43,998,091 0 0 43,998,091
70,000,000 CPI Funding Corporation 5.08* 3/25/99 34,436,967 0 0 34,436,967
50,000,000 CXC Incorporated 5.37* 2/10/99 0 0 49,468,486 49,468,486
40,000,000 CXC Incorporated 5.24* 2/18/99 0 0 39,539,167 39,539,167
71,000,000 Daimler Benz America Corporation 4.26* 12/8/98 0 0 70,932,905 70,932,905
200,000,000 Ford Motor Credit Corporation 3.27* 12/3/98 0 0 199,945,556 199,945,556
25,000,000 Ford Motor Credit Corporation 4.73* 12/11/98 0 24,963,889 0 24,963,889
170,000,000 Ford Motor Credit Corporation 5.44* 2/2/99 0 0 168,372,675 168,372,675
100,000,000 General Electric Capital
Corporation 5.36* 1/5/99 0 0 99,467,222 99,467,222
145,000,000 General Electric Capital
Corporation 5.36* 1/7/99 0 19,887,561 124,297,257 144,184,818
55,000,000 General Electric Capital
Corporation 5.46* 2/11/99 0 0 54,397,200 54,397,200
75,000,000 General Electric Capital
Corporation 4.94* 3/8/99 0 0 74,005,750 74,005,750
110,000,000 General Electric Capital
Corporation 5.09* 3/30/99 0 108,163,764 0 108,163,764
35,000,000 General Electric Capital
Corporation 4.72* 4/20/99 0 14,727,583 19,636,778 34,364,361
65,000,000 General Electric Financial
Assurance Holdings Incorporated 4.74* 12/22/98 0 0 64,812,313 64,812,313
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-50
<PAGE>
WELLS FARGO FUNDS - PRIME INVESTMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE
PRIME MONEY MARKET PORTFOLIO, STAGECOACH PRIME MONEY MARKET FUND AND
STAGECOACH MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE
PRIME MONEY STAGECOACH STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 MARKET PRIME MONEY MONEY MARKET PRO FORMA
INTEREST MATURITY PORTFOLIO MARKET FUND FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b)(d) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C> <C>
20,288,000 Grand Funding Corporation 5.42* 12/15/98 20,245,236 0 0 20,245,236
24,391,000 Grand Funding Corporation 5.60* 1/15/99 24,220,262 0 0 24,220,262
108,845,000 Grand Funding Corporation 5.50* 2/5/99 73,100,397 0 0 73,100,397
40,000,000 Grand Funding Corporation 5.35* 2/26/99 39,482,833 0 0 39,482,833
80,000,000 Greenwich Asset Funding
Incorporated 4.67* 12/7/98 0 0 79,927,467 79,927,467
49,976,000 Greenwich Asset Funding
Incorporated 4.74* 12/16/98 0 0 49,870,842 49,870,842
50,000,000 Greyhawk Capital Corporation 5.42* 12/11/98 29,954,833 0 0 29,954,833
48,825,000 International Securitization
Corporation 5.40* 1/14/99 29,802,000 0 0 29,802,000
57,700,000 International Securitization
Corporation 5.30* 2/17/99 32,621,050 0 0 32,621,050
50,000,000 Johnson & Johnson 4.79* 4/5/99 0 0 49,175,347 49,175,347
140,000,000 Lexington Parker Capital
Company LLC., 5.53* 1/4/99 84,556,063 0 0 84,556,063
80,000,000 Lexington Parker Capital
Company LLC., 5.55* 1/12/99 34,773,375 0 0 34,773,375
7,384,000 MOAT Funding LLC. 5.42* 12/10/98 7,373,994 0 0 7,373,994
26,033,000 MOAT Funding LLC. 5.39* 1/8/99 25,884,887 0 0 25,884,887
25,000,000 MOAT Funding LLC. 5.70* 1/14/99 14,895,500 0 0 14,895,500
85,000,000 MOAT Funding LLC. 5.45* 1/27/99 47,585,800 0 0 47,585,800
37,825,000 MOAT Funding LLC. 5.50* 2/12/99 22,570,438 0 0 22,570,438
40,000,000 MOAT Funding LLC. 5.35* 2/18/99 39,530,389 0 0 39,530,389
60,721,000 Monte Blanc Capital Corporation 5.45* 1/29/99 30,446,602 0 0 30,446,602
50,000,000 Monte Rosa Capital Corporation 5.42* 2/16/99 0 49,419,292 0 49,419,292
50,000,000 Monte Rosa Capital Corporation 5.30* 2/19/99 0 0 49,411,111 49,411,111
44,458,000 Monte Rosa Capital Corporation 5.32* 2/23/99 0 43,906,128 0 43,906,128
225,000,000 Morgan Stanley 5.26* 1/22/99 0 99,231,556 124,039,444 223,271,000
20,000,000 National City Credit Corporation 4.87* 12/21/98 0 0 19,943,333 19,943,333
50,000,000 National City Credit Corporation 4.81* 12/22/98 0 49,853,583 0 49,853,583
40,000,000 Nations Bank 5.37* 1/6/99 0 0 39,780,400 39,780,400
80,000,000 Old Line Funding Corporation 5.03* 12/15/98 39,921,755 0 0 39,921,755
81,499,000 Park Avenue Receivables
Corporation 3.79* 12/4/98 0 44,981,063 36,483,640 81,464,703
10,000,000 Park Avenue Receivables
Corporation 5.00* 12/18/98 0 9,975,067 0 9,975,067
65,927,000 Park Avenue Receivables
Corporation 5.41* 1/28/99 0 0 65,348,124 65,348,124
75,000,000 Park Avenue Receivables
Corporation 5.42* 1/28/99 0 74,340,250 0 74,340,250
73,891,000 Park Avenue Receivables
Corporation 5.37* 2/9/99 49,477,916 0 0 49,477,916
86,014,000 Park Avenue Receivables
Corporation 5.32* 2/12/99 0 0 85,084,356 85,084,356
24,494,000 Perry Funding Corporation 5.51* 12/1/98 20,000,000 0 0 20,000,000
73,714,000 Perry Funding Corporation 5.53* 2/16/99 32,609,675 0 0 32,609,675
15,157,000 Perry II Funding Corporation 5.53* 2/16/99 14,977,722 0 0 14,977,722
42,067,000 Pooled Accounts Receivable
Capital Corporation, 5.40* 2/2/99 21,858,466 0 0 21,858,466
50,000,000 Province of Quebec 5.36* 1/6/99 0 49,726,000 0 49,726,000
62,196,000 Receivables Capital Corporation 5.33* 1/29/99 0 61,648,623 0 61,648,623
30,116,000 Receivables Capital Corporation 5.39* 2/5/99 0 29,816,747 0 29,816,747
23,774,000 Repeat Offering Securitization
Entity 5.35* 1/7/99 23,643,276 0 0 23,643,276
50,000,000 Salomon Smith Barney 4.86* 4/20/99 0 49,066,667 0 49,066,667
120,500,000 Sheffield Receivables Corporation 5.21* 1/29/99 93,693,101 0 0 93,693,101
200,000,000 Sheffield Receivables Corporation 5.25* 2/12/99 0 98,931,361 98,931,361 197,862,722
58,000,000 Sigma Finance Corporation 5.40* 1/28/99 29,739,000 0 0 29,739,000
20,000,000 Sigma Finance Corporation 5.52* 2/4/99 19,800,667 0 0 19,800,667
42,000,000 Sigma Finance Corporation 5.27* 3/15/99 22,649,838 0 0 22,649,838
50,000,000 Sigma Finance Corporation 5.45* 1/26/99 0 0 49,572,222 49,572,222
80,000,000 Special Purpose Accounts
Receivable Cooperative
Corporation 5.30* 1/20/98 79,411,111 0 0 79,411,111
30,000,000 Special Purpose Accounts
Receivable Cooperative
Corporation 5.54* 12/4/98 24,988,458 0 0 24,988,458
44,250,000 Special Purpose Accounts
Receivable Cooperative
Corporation 5.40* 1/29/99 9,911,500 0 0 9,911,500
50,000,000 Special Purpose Accounts
Receivable Cooperative
Corporation 5.00* 4/7/99 29,470,835 0 0 29,470,835
56,697,000 Sydney Capital Corporation,
Incorporated 5.21* 1/8/99 33,511,685 0 0 33,511,685
62,132,000 Thames Asset Global
Securitization, Incorporated 5.32* 1/6/99 41,907,857 0 0 41,907,857
48,000,000 Thames Asset Global
Securitization, Incorporated 5.25* 1/15/99 47,682,187 0 0 47,682,187
21,317,000 Thames Asset Global
Securitization, Incorporated 5.15* 2/16/99 21,082,187 0 0 21,082,187
60,000,000 Thames Asset Global
Securitization, Incorporated 5.35* 2/22/99 34,568,285 0 0 34,568,285
25,303,000 Three Rivers Funding Corporation 5.45* 12/10/98 9,986,375 0 0 9,986,375
69,900,000 Trident Capital Finance,
Incorporated 5.51* 1/8/99 39,667,937 0 0 39,667,937
42,000,000 U.S. Bancorp 4.69* 12/18/98 0 41,901,825 0 41,901,825
14,866,000 Variable Funding Capital
Corporation 4.76* 12/21/98 0 0 14,824,871 14,824,871
50,000,000 Windmill Funding Corporation 4.73* 12/10/98 0 0 49,934,375 49,934,375
27,370,000 Windmill Funding Corporation 4.83* 12/11/98 0 0 27,329,629 27,329,629
85,747,000 Windmill Funding Corporation 4.70* 12/16/98 0 0 85,568,360 85,568,360
100,000,000 Windmill Funding Corporation 4.75* 12/18/98 0 0 99,762,944 99,762,944
36,468,000 Windmill Funding Corporation 5.27* 2/4/99 0 0 36,119,022 36,119,022
50,000,000 Windmill Funding Corporation 5.38* 2/9/99 0 0 49,475,000 49,475,000
40,172,000 Windmill Funding Corporation 5.43* 2/11/99 0 0 39,734,125 39,734,125
29,300,000 Xerox Corporation 4.75* 4/16/99 0 28,779,762 0 28,779,762
62,650,000 Yamaha Motor Owner Trust 5.43* 1/22/99 39,686,266 0 0 39,686,266
$ 1,884,840,268 $ 1,217,355,131 $3,368,101,462 $ 6,470,296,861
CORPORATE BONDS & NOTES
$ 15,000,000 Abbey National Treasury 5.64% 7/15/99 $ 0 $ 15,027,692 $ 0 $ 15,027,692
50,000,000 Asset Backed Trust 1995
Series A-3, 5.28 4/15/99 28,000,000 0 0 28,000,000
15,000,000 Asset Backed Trust 1996
Series A-4, 5.29 1/15/99 10,000,000 0 0 10,000,000
50,000,000 Bear Stearns Cos., Incorporated 5.61 10/27/99 30,000,000 0 0 30,000,000
50,000,000 Bear Stearns Cos., Incorporated 5.62 11/1/99 30,000,000 0 0 30,000,000
40,000,000 Bear Stearns Cos., Incorporated 5.43 11/15/99 30,000,000 0 0 30,000,000
25,000,000 Bear Stearns Cos., Incorporated 5.55 11/30/99 15,000,000 0 0 15,000,000
35,000,000 Bear Stearns Cos., Incorporated 5.43 12/15/99 14,995,844 0 0 14,995,844
80,000,000 Beta Finance, Incorporated 5.40 11/12/99 79,940,437 0 0 79,940,437
45,000,000 BRAVO Trust Series 1997-1 5.40 4/15/99 25,000,000 0 0 25,000,000
20,190,000 BT Securities Corporation 5.75 3/15/99 10,197,119 0 0 10,197,119
65,000,000 CC USA MTN 5.78 6/11/99 0 49,994,768 14,998,431 64,993,199
70,000,000 Centari Corporation 5.75 4/23/99 0 25,000,000 45,000,000 70,000,000
50,000,000 CIT Group Holdings Incorporated 4.82 1/27/99 0 49,993,753 0 49,993,753
6,000,000 Compagnie Bancaire (USA)
Funding, Incorporated 6.15 12/28/98 6,002,059 0 0 6,002,059
50,000,000 FCC National Bank 5.63 1/8/99 0 0 50,000,000 50,000,000
10,000,000 FCC National Bank 5.67 6/1/99 0 9,994,034 0 9,994,034
46,000,000 First National Bank of Chicago 5.75 5/10/99 0 0 45,990,348 45,990,348
70,000,000 First National Bank of Chicago 5.73 5/19/99 0 0 69,975,174 69,975,174
115,000,000 First Union National Bank 5.63 2/4/99 0 0 115,000,000 115,000,000
30,000,000 First Union National Bank 5.73 5/19/99 0 29,989,331 0 29,989,331
100,000,000 First Union National Bank 5.25 9/17/99 0 100,000,000 0 100,000,000
25,000,000 Huntington National Bank 5.14 12/9/98 0 24,999,921 0 24,999,921
48,000,000 Huntington National Bank 5.74 5/5/99 0 0 47,991,215 47,991,215
50,000,000 Huntington National Bank 5.20 10/26/99 0 49,986,700 0 49,986,700
15,000,000 IBM Credit Corporation 6.12 12/15/98 0 15,001,323 0 15,001,323
95,500,000 IBM Credit Corporation 5.58 8/27/99 0 0 95,463,401 95,463,401
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-51
<PAGE>
WELLS FARGO FUNDS - PRIME INVESTMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE
PRIME MONEY MARKET PORTFOLIO, STAGECOACH PRIME MONEY MARKET FUND AND
STAGECOACH MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE
PRIME MONEY STAGECOACH STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 MARKET PRIME MONEY MONEY MARKET PRO FORMA
INTEREST MATURITY PORTFOLIO MARKET FUND FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b)(d) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C> <C>
100,000,000 IBM Credit Corporation 4.67 10/29/99 0 39,984,537 59,976,805 99,961,342
50,000,000 JP Morgan & Company Incorporated 4.86 9/15/99 0 50,000,000 0 50,000,000
100,000,000 Keybank 5.36 10/14/99 60,002,552 0 0 60,002,552
50,000,000 Liberty Lighthouse U.S. Capital
Company, LLC. 5.26 9/1/99 29,995,679 0 0 29,995,679
100,000,000 Liberty Lighthouse U.S. Capital
Company, LLC. 5.26 9/9/99 59,990,952 0 0 59,990,952
100,000,000 Liberty Lighthouse U.S. Capital
Company, LLC. 5.30 10/8/99 49,964,956 0 0 49,964,956
40,000,000 Medium Term Structured Enhanced
Return Trust (STEERS),
Series 1997 A-28 5.06 9/23/99 20,000,000 0 0 20,000,000
47,000,000 Medium Term Structured Enhanced
Return Trust (STEERS),
Series 1997 A-40 5.31 1/15/99 28,000,000 0 0 28,000,000
25,000,000 Merrill Lynch & Company,
Incorporated 5.75 4/7/99 15,017,625 0 0 15,017,625
50,000,000 Morgan Guaranty Company 5.55 2/4/99 0 0 49,976,523 49,976,523
60,000,000 Morgan Guaranty Trust Company 5.71 1/8/99 0 59,997,626 0 59,997,626
40,000,000 Morgan Stanley Group,
Incorporated 5.60 12/15/99 40,000,000 0 0 40,000,000
40,000,000 NationsBank Corporation 5.83 12/22/98 0 39,998,619 0 39,998,619
20,000,000 NationsBank Corporation 5.50 2/4/99 0 20,000,000 0 20,000,000
147,500,000 Sigma Finance Corporation 5.14 10/28/99 87,500,000 0 0 87,500,000
50,000,000 Structured Products Asset 5.47 5/24/99 30,000,000 0 0 30,000,000
100,000,000 Syndicated Loan Funding 5.78 12/15/99 60,000,000 0 0 60,000,000
$ 759,607,223 $ 579,968,304 $ 594,371,897 $ 1,933,947,424
VARIABLE AND FLOATING RATE BONDS
$ 90,000,000 Abbey National 4.80% 7/15/99 $ 0 $ 89,964,645 $ 0 $ 89,964,645
50,000,000 Abbey National 5.64 7/15/99 0 0 50,092,307 50,092,307
60,000,000 Abbey National 4.80 7/15/99 0 0 59,976,430 59,976,430
150,000,000 Abbey National 4.79 7/26/99 0 0 149,917,663 149,917,663
65,000,000 Abbey National 5.26 8/17/99 0 0 64,964,485 64,964,485
50,000,000 Allstate Life Insurance Company 5.44 2/28/99 30,000,000 0 0 30,000,000
30,000,000 American Express Centurion 5.16 12/21/98 0 30,000,000 0 30,000,000
30,000,000 American Express Centurion 5.16 12/15/98 0 0 30,000,000 30,000,000
25,000,000 American Express Centurion 4.97 4/26/99 0 0 25,000,000 25,000,000
50,000,000 American Express Centurion 4.86 9/10/99 0 0 50,000,000 50,000,000
60,000,000 Bank America 5.60 1/12/99 0 0 60,000,000 60,000,000
78,000,000 CIT Group 4.82 1/27/99 0 0 77,990,255 77,990,255
100,000,000 CIT Group 4.82 2/10/99 0 0 99,990,535 99,990,535
97,000,000 Comerica Bank 5.13 12/14/98 0 0 96,999,351 96,999,351
74,000,000 Commercial Bank 5.16 7/13/99 0 39,985,485 33,987,662 73,973,147
99,300,000 FCC National Bank 5.45 3/10/99 0 0 99,300,000 99,300,000
50,000,000 FCC National Bank 5.67 6/1/99 0 0 49,970,170 49,970,170
125,000,000 Federal Home Loan Mortgage
Corporation 4.95* 3/19/99 0 0 123,155,000 123,155,000
50,000,000 Federal Home Loan Mortgage
Corporation 4.81* 4/6/99 0 0 49,165,250 49,165,250
50,000,000 Federal National Mortgage
Association 4.85* 6/14/99 0 0 48,713,542 48,713,542
26,000,000 Federal National Mortgage
Association 5.02* 8/19/99 0 0 25,986,335 25,986,335
120,000,000 First National Bank 5.05 4/8/99 0 0 120,000,000 120,000,000
85,000,000 First National Bank 4.87 9/28/99 0 30,000,000 55,000,000 85,000,000
180,000,000 First Union National Bank 5.35 9/9/99 0 0 180,000,000 180,000,000
75,000,000 First Union National Bank 5.25 9/17/99 0 0 75,000,000 75,000,000
50,000,000 Ford Motor Credit Corporation 4.95 12/23/98 0 49,999,126 0 49,999,126
100,000,000 Ford Motor Credit Corporation 4.96 1/7/99 0 60,000,000 40,000,000 100,000,000
200,000,000 General American Life
Insurance Company, 5.40 3/20/30 115,000,000 0 0 115,000,000
19,000,000 Huntington National Bank 5.14 12/9/98 0 0 18,999,940 18,999,940
100,000,000 IBM Credit Corporation 4.79 2/22/99 0 0 99,985,576 99,985,576
50,000,000 JP Morgan & Company Incorporated 5.50 12/16/98 0 0 50,000,000 50,000,000
165,000,000 JP Morgan & Company Incorporated 4.86 9/15/99 0 0 165,000,000 165,000,000
100,000,000 Key Bank 5.14 12/15/98 0 49,999,816 49,999,816 99,999,632
200,000,000 Key Bank 4.83 10/4/99 0 74,975,375 124,958,959 199,934,334
80,000,000 Key Bank 4.88 10/13/99 0 0 79,971,675 79,971,675
150,000,000 Key Bank 4.88 10/14/99 0 0 149,987,272 149,987,272
100,000,000 Morgan Guaranty Trust Company 5.71 1/8/99 0 0 99,996,044 99,996,044
40,000,000 National Rural Utilities 5.23 11/23/99 0 40,000,000 0 40,000,000
60,000,000 Nations Bank 5.32 6/25/99 0 0 59,983,834 59,983,834
160,000,000 Nationsbank Corporation 5.83 12/22/98 0 0 159,994,477 159,994,477
140,000,000 Nationsbank Corporation 5.83 12/29/98 0 0 139,991,781 139,991,781
20,000,000 Nationsbank Corporation 5.50 2/4/99 0 0 20,000,000 20,000,000
75,000,000 NationsBank Corporation 4.83 4/27/99 0 74,991,240 0 74,991,240
40,000,000 Peoples Benefit Life
Insurance Company 5.33 12/15/99 40,000,000 0 0 40,000,000
75,000,000 Pepsico Incorporated 5.21 8/19/99 0 0 74,936,834 74,936,834
30,000,000 Providian Life & Health
Insurance Company 5.28 12/15/99 30,000,000 0 0 30,000,000
150,000,000 Royal Bank of Canada 4.79 2/9/99 0 0 149,980,438 149,980,438
100,000,000 Sigma Finance 5.08 8/23/99 0 25,000,000 75,000,000 100,000,000
90,000,000 Sigma Finance 5.13 8/26/99 0 35,000,000 65,000,000 100,000,000
2,000,000 Student Loan Mortgage Association 5.63 6/2/99 0 0 2,007,180 2,007,180
50,000,000 Transamerica Life Insurance &
Annuity Company, 5.22 4/12/99 30,000,000 0 0 30,000,000
78,000,000 Wachovia Corporation 5.14 5/14/99 0 0 77,975,818 77,975,818
100,000,000 Walt Disney 4.87 2/10/99 0 0 99,995,247 99,995,247
$ 245,000,000 $ 599,915,687 $3,428,973,876 $ 4,273,889,563
MASTER NOTES
$ 13,000,000 American General Finance,
Incorporated $ 10,000,000 $ 0 $ 0 $ 10,000,000
20,000,000 General Electric Company 10,000,000 0 0 10,000,000
$ 20,000,000 $ 0 $ 0 $ 20,000,000
MUNICIPAL BONDS & NOTES
$ 8,300,000 Durham, NC, COP, Series B,
Wachovia Bank of North
Carolina, LOC 4.87 7/1/03 $ 4,700,000 $ 0 $ 0 $ 4,700,000
11,225,000 Kalamazoo Funding Company,
Old Kent Bank & Trust Company 5.15 12/15/26 5,715,000 0 0 5,715,000
7,310,000 New York City, GO 5.76 12/21/98 7,310,000 0 0 7,310,000
2,000,000 Prince William County, VA,
Taxable Notes, Series A,
Wachovia Bank of
North Carolina, LOC 4.87 3/1/17 1,100,000 0 0 1,100,000
$ 18,825,000 $ 0 $ 0 $ 18,825,000
SHORT TERM FEDERAL AGENCIES
$ 51,900,000 Federal Home Loan Mortgage
Corporation 4.95*% 3/19/99 $ 0 $ 51,133,957 $ 0 $ 51,133,957
REPURCHASE AGREEMENTS
$102,389,000 Goldman Sachs Pooled Repurchase
Agreement - 102% Collateralized by
U.S. Government Securities 5.25% 12/1/98 $ 0 $ 64,127,000 $ 38,262,000 $ 102,389,000
98,748,000 Morgan Stanley & Company Repurchase
Agreement - 102% Collateralized by
U.S. Government Securities 5.23 12/1/98 0 31,790,000 66,958,000 98,748,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-52
<PAGE>
WELLS FARGO FUNDS - PRIME INVESTMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR NORWEST ADVANTAGE
PRIME MONEY MARKET PORTFOLIO, STAGECOACH PRIME MONEY MARKET FUND AND
STAGECOACH MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
NORWEST
ADVANTAGE
PRIME MONEY STAGECOACH STAGECOACH
(UNAUDITED) NOVEMBER 30, 1998 MARKET PRIME MONEY MONEY MARKET PRO FORMA
INTEREST MATURITY PORTFOLIO MARKET FUND FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b)(d) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C> <C>
13,637,000 JP Morgan Securities Incorporated
Repurchase Agreement - 102%
Collateralized by U.S. Government
Securities 5.15 12/1/98 0 12,843,000 794,000 13,637,000
11,705,000 HSBC Securities Incorporated
Repurchase Agreement - 102%
Collateralized by
U.S. Government Securities 5.15 12/1/98 0 3,420,000 8,285,000 11,705,000
291,029,855 NationsBanc Montgomery Securities,
Incorporated, to be repurchased
at $139,629,682 5.50 12/1/98 139,608,354 0 0 139,608,354
$ 139,608,354 $ 112,180,000 $ 114,299,000 $ 366,087,354
TIME DEPOSITS
$190,000,000 Bank of America N.T. & S.A.,
Toronto Branch, 5.56 12/1/98 $ 190,000,000 $ 0 $ 0 $ 190,000,000
41,400,000 Banque Paribas, Toronto Branch, 5.63 12/1/98 41,400,000 0 0 41,400,000
150,000,000 Deutsche Bank AG, Toronto Branch, 6.00 12/1/98 150,000,000 0 0 150,000,000
75,000,000 Dresdner Bank AG, Toronto Branch, 5.56 12/2/98 75,000,000 0 0 75,000,000
$ 456,400,000 $ 0 $ 0 $ 456,400,000
0
INVESTMENTS IN SECURITIES PRIOR
TO PRO FORMA ADJUSTMENTS $ 3,914,502,600 $3,223,637,444 $9,139,364,490 $16,277,504,534
PRO FORMA ADJUSTMENTS
To Securities at Market Value $(3,033,739,515) $(2,697,621,511) $ 0 $(5,731,468,747)
From Other Assets and Liablities
from Core Portfolio 7,410,163 0 0 7,517,884
$(3,026,329,352)(c)$(2,697,621,511)(d)$ 0 $(5,723,950,863)
TOTAL INVESTMENTS IN SECURITIES $ 888,173,248 $ 526,015,933 $9,139,364,490 $10,553,553,671
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the Funds
are Merged.
(b) See historical financial statements and footnotes thereto of each
of the Funds regarding valuation of securities.
(c) The Norwest Advantage Ready Cash Fund invests directly into and
comprises 22.5% of the Norwest Prime Money Market Portfolio
(d) The Class A shares of the Stagecoach Prime Money Market Fund
comprise 17.7% of the Fund.
* Yield to maturity.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-53
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
STAGECOACH NORWEST
NATIONAL TAX-FREE ADVANTAGE
MONEY MARKET MUNICIPAL MONEY PRO FORMA PRO FORMA
FUND MARKET FUND ADJUSTMENTS ADJUSTMENTS (b)(c)
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value
(see cost below) $90,560,966 $1,316,241,190 $(1,305,834,461) $100,967,695
Cash 568,855 446 (200,525) 368,776
Receivables:
Dividends and Interest 681,381 11,554,729 (11,423,409) 812,701
Due from advisor 0 0 11,083 (d) 11,083
Organization expenses, net of amortization 17,096 0 (17,096)(d) 0
TOTAL ASSETS 91,828,298 1,327,796,365 102,160,255
LIABILITIES
Payables:
Distribution to shareholders 211,134 2,430,751 (2,426,971) 214,914
Due to distributor 24,272 36,997 (44,347) 16,922
Due to advisor 25,405 453,898 (448,261) 31,042
Other 130,498 3,841 (49,620) 84,719
TOTAL LIABILITIES 391,309 2,925,487 347,597
TOTAL NET ASSETS $91,436,989 $1,324,870,878 $101,812,658
NET ASSETS CONSIST OF:
Paid-in capital $91,447,469 $1,326,197,247 $(1,315,782,678) $101,862,038
Undistributed net investment income (loss) 0 (198,272) 191,906 (6,366)
Undistributed net realized gain (loss)
on investments (10,480) (1,128,097) 1,095,563 (43,014)
TOTAL NET ASSETS $91,436,989 $1,324,870,878 $101,812,658
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $59,274,251 $ 42,538,407 $101,812,658
Shares outstanding - Class A 59,278,088 42,546,122 101,824,210
Net asset value and offering price per
share - Class A $ 1.00 $ 1.00 $ 1.00
INVESTMENT AT COST $90,560,966 $1,316,241,190 $(1,305,834,461) $100,967,695
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-54
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE MONEY MARKET FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
STAGECOACH NORWEST
NATIONAL TAX-FREE ADVANTAGE
MONEY MARKET MASTER-FEEDER MUNICIPAL MONEY PRO FORMA PRO FORMA
FUND ADJUSTMENTS (a) MARKET FUND ADJUSTMENTS (b)(c) COMBINED
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $4,259,147 $38,737,459 42,996,606
Net expenses from master/core portfolios (3,237) 3,237 0 0
TOTAL INVESTMENT INCOME 4,255,910 38,737,459 42,996,606
EXPENSES
Advisory fees 370,263 4,632 3,572,783 (3,843,319)(e) 104,359
Administration fees 85,198 1,112,876 (1,041,535)(e) 156,539
Custody fees 20,671 270 121,698 (121,767)(e) 20,872
Shareholder serv fees 145,309 0 115,589 (e) 260,898
Portfolio accounting fees 83,282 1,204 98,000 (102,486)(e) 80,000
Transfer agency fees 71,573 1,135,824 (1,183,813)(e) 23,584
Distribution fees 10,693 0 (10,693)(e) 0
Organization costs 8,801 12 0 (12)(e) 8,801
Legal and audit fees 31,054 243 30,294 (45,581)(e) 16,010
Registration fees 55,058 152,139 0 207,197
Directors' fees 3,802 13,737 (11,110)(e) 6,429
Shareholder reports 56,951 33,467 (56,224)(e) 34,194
Other 20,376 29 40,547 (47,140)(e) 13,812
TOTAL EXPENSES 963,031 6,311,365 932,696
Less:
Waived fees and reimbursed expenses fees (356,557) (3,153) (1,418,068) 1,575,597 (f) (202,182)
NET EXPENSES 606,474 4,893,297 730,514
NET INVESTMENT INCOME (LOSS) 3,649,436 33,844,162 42,266,092
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale of investments (3,692) 6,814 3,122
NET GAIN (LOSS) ON INVESTMENTS (3,692) 6,814 3,122
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $3,645,744 $33,850,976 $42,269,214
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Class A of the Stagecoach National Tax-Free Money Market Fund and
Class A of the Norwest Advantage Municipal Money Market Fund are merging
to form the Wells Fargo National Tax-Free Money Market Fund, historical
accounting data from the Norwest Advantage Municipal Money Market Fund
will be kept.
(a) Information shown prior to December 12, 1997, is for the Stagecoach
National Tax-Free Money Market Fund which was a 'Feeder Fund' investing in
a "Master Portfolio", the National Tax-Free Money Market Master Portfolio,
and the expenses allocated to the Feeder have been disbursed according to
the percentage of each expense at the Master Portfolio level. On
December 12, 1997, the Fund merged with the Overland National Tax-Free
Institutional Money Market Fund, the National Tax-Free Money Market Master
Portfolio was dissolved.
(b) The Class A shares of the Stagecoach National Tax-Free Money Market Fund
comprise 64.8% of the Fund's net assets. The remaining 35.2% of the
Fund Institutional Class's net assets represent Institutional Class
shares of the Stagecoach National Tax-Free Money Market Fund. Such
Insituttional Class shares will be exchanged for shares of a different
fund in a separate organization. Accordingly the net assets attributable
to Institutional Class shares have been removed as an adjustment for
purposes of this pro forma financial statement.
(c) The Class A shares of the Norwest Advantage Municipal Money Market Fund
comprise 3.2% of the Fund's net assets. The remaining 96.8% of the
Fund's net assets represent Institutional Class shares of the Norwest
Advantage Municipal Money Market Fund. Such Institutional Class shares
will be exchangeable for shares of a different fund in a separate
reorganization. Acordingly the net assets attributable to Institutional
Class shares have been removed as an adjustment for purposes of this pro
forma financial statement.
(d) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(e) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(f) Reflects a change in the amount Wells Fargo would have waived to keep
the Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-55
\<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE MONEY
MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
ALASKA
$ 4,900,000 Anchorage, AK, Higher Education RV, Alaska
Pacific University, First National Bank, LOC 3.20% 7/1/17 $ 0 $ 4,900,000 $ 4,900,000
3,500,000 North Slope Boro, AK, GO Bonds, Series B, FSA
insured 6.10 6/30/99 0 3,548,224 3,548,224
$ 0 $ 8,448,224 $ 8,448,224
ARIZONA
$ 2,000,000 Arizona School District COP Series A 4.10% 7/30/99 $ 2,006,782 $ 0 $ 2,006,782
4,400,000 Chandler, AZ, IDA Bonds, Parsons Municipal
Services, Inc., National Westminster Bank,
USA, LOC 3.25 12/15/09 0 4,400,000 $ 4,400,000
2,000,000 Maricopa AZ CP 3.50 12/15/98 2,000,000 0 2,000,000
2,755,000 Salt River AZ Agricultural Improvement & Power
District Series A 7.00 1/1/99 2,762,705 0 2,762,705
$ 6,769,487 $ 4,400,000 $ 11,169,487
ARKANSAS
$ 1,000,000 Little Rock, AR, IDR Bonds, GTD by CPC
International 4.96% 12/1/03 $ 0 $ 1,000,000 $ 1,000,000
CALIFORNIA
$ 500,000 California HFFA Revenue Series C 3.00% 7/1/22 $ 500,000 $ 0 $ 500,000
2,000,000 California Higher Education Student Loan
Revenue Series E-5 3.80 12/1/25 2,000,000 0 2,000,000
15,000,000 California School Cash Reserve Program
Authority, Revenue Notes, Series A 4.50 7/2/99 0 15,064,075 15,064,075
1,250,000 California Statewide GO 3.00 8/15/27 1,250,000 0 1,250,000
$ 3,750,000 $ 15,064,075 $ 18,814,075
COLORADO
$ 1,200,000 Colorado HFFA Revenue Series C MBIA Insured 3.15% 10/1/14 $ 1,200,000 $ 0 $ 1,200,000
5,700,000 Denver, CO, City & County Apartment RV,
Sub-Series B, Westdeutsche Landesbank, LOC 3.10 12/1/20 0 5,700,000 5,700,000
2,500,000 Lowry, CO, Economic Redevelopment Authority
RV, Series B, Canadian Imperial Bank, LOC 3.15 12/1/20 0 2,500,000 2,500,000
1,700,000 Moffat County, CO, PCR Bonds, AMBAC insured 3.20 7/1/10 0 1,700,000 1,700,000
1,930,000 Parkview Metropolitan District, CO, Arapahoe
County, GO Bonds, Central Bank, LOC 3.25 12/1/12 0 1,930,000 1,930,000
$ 1,200,000 $ 11,830,000 $ 13,030,000
CONNECTICUT
$ 3,000,000 Connecticut State Development Authority,
Industrial Development RV, GTD by General
Accident Insurance 3.75% 12/1/13 $ 0 $ 3,000,000 $ 3,000,000
2,870,000 Connecticut State HFA 3.05 5/15/18 2,870,000 0 2,870,000
$ 2,870,000 $ 3,000,000 $ 5,870,000
DISTRICT OF COLUMBIA
17,700,000 District of Columbia RV, George Washington
University, First National Bank of Chicago,
LOC 3.20% 3/1/06 $ 0 $ 17,700,000 $ 17,700,000
FLORIDA
$ 500,000 Dade County FL MFHR 3.10% 7/1/06 $ 500,000 $ 0 $ 500,000
2,000,000 Dade County, FL, IDA RV, GTD by ADP, Inc. 3.53 11/15/17 0 2,000,000 2,000,000
8,120,000 Florida HFA, MFHR Bonds, Country Club Project,
Bankers Trust, LOC 3.20 12/1/07 0 8,120,000 8,120,000
7,140,000 Florida HFA, MFHR Bonds, First Union National
Bank, LOC, mandatory put 11/1/99 @ 100 3.00 11/1/07 0 7,140,000 7,140,000
1,710,000 Florida HFA, MFHR Bonds, South Trust Alabama,
LOC 3.25 6/1/07 0 1,710,000 1,710,000
1,600,000 Hillsborough County, FL, IDA, Port Facilities
RV, Seaboard System Railroad, Inc. Project,
National Bank Detroit, LOC 3.25 10/15/99 0 1,600,000 1,600,000
1,000,000 Indian River FL CP 3.60 1/7/99 1,000,000 0 1,000,000
18,900,000 Laurel Club Certificate Trust, COP, Series A,
Swiss Bank, LOC 3.30 6/1/25 0 18,900,000 18,900,000
3,500,000 Palm Beach FL CP 3.40 12/3/98 3,500,000 0 3,500,000
$ 5,000,000 $ 39,470,000 $ 44,470,000
GEORGIA
$ 2,695,000 Fulton County, GA, IDR Bonds, GTD by ADP 3.25% 9/1/12 $ 0 $ 2,695,000 $ 2,695,000
700,000 Georgia Municipal Gas Authority Revenue 3.05 11/1/06 700,000 0 700,000
3,995,000 Georgia Municipal Gas CP 3.35 12/1/98 3,995,000 0 3,995,000
1,000,000 Georgia State Municipal Electric Authority 3.55 1/7/99 1,000,000 0 1,000,000
6,000,000 Marietta, GA, MFHR Bonds, Falls at Bells Ferry,
Guardian Savings & Loan, LOC, optional put
1/15/99 @ 100 3.95 1/15/09 0 6,000,717 6,000,717
$ 5,695,000 $ 8,695,717 $ 14,390,717
HAWAII
$ 4,950,000 Hawaii State Department of Budget & Finance,
Special Purpose Mortgage RV, Kuakini Medical
Center Project, Bank of Hawaii, LOC 3.20% 7/1/04 $ 0 $ 4,950,000 $ 4,950,000
ILLINOIS
$ 1,000,000 Bedford Park, IL, IDR Bonds, CPC
International, Inc. Project, GTD by Firemen's
Insurance Co. 4.96% 11/1/08 $ 0 $ 1,000,000 $ 1,000,000
4,000,000 Chigago, IL, GO Bonds, Equipment Notes, Harris
Trust & Savings, LOC, mandatory tender
12/3/98 @100 3.60 1/1/06 0 4,000,000 4,000,000
1,000,000 Chicago, IL, GO Bonds, Greater Chicago
Metropolitan Water Reclamation District 4.15 12/1/99 0 1,010,698 1,010,698
6,135,000 Chicago, IL, GO Bonds, Morgan Guaranty, LOC,
mandatory tender 2/4/99 @100 3.55 1/31/00 0 6,135,000 6,135,000
15,000,000 Chicago, IL, GO Bonds, Series PT 1054 3.30 1/1/28 0 15,000,000 15,000,000
15,000,000 Chicago, IL, Sales Tax RV, Floating Rate
Receipts, Series SSP-9 3.35 1/1/27 0 15,000,000 15,000,000
3,885,000 Cook County, IL, Municipal Trust Receipts,
Series SG-7, MBIA insured 3.30 11/15/23 0 3,885,000 3,885,000
890,000 Illinois Development Finance Authority,
Development RV, North Wacker Drive 3.75 12/1/15 0 890,000 890,000
6,000,000 Illinois Development Finance Authority, MFHR
Bonds, Garden Glen Apartments, GTD by
Continental Casualty Co. 3.30 12/1/13 0 6,000,000 6,000,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-56
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE MONEY
MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
15,000,000 Illinois Development Finance Authority,
Pollution Control RV, Illinois Power Co.
Project, Series C, ABN AMRO Bank N.V., LOC,
mandatory put 8/26/99 @ 100 3.00 11/1/28 0 15,000,000 15,000,000
15,000,000 Illinois EFA RV, Cultural Pool, American
National Bank & Trust, LOC 3.15 3/1/28 0 15,000,000 15,000,000
2,170,000 Illinois EFA RV, Cultural Pool, First National
Bank of Chicago, LOC 3.15 12/1/25 0 2,170,000 2,170,000
6,400,000 Illinois EFA RV, John F. Kennedy Healthcare
Foundation, LaSalle National Bank, LOC,
mandatory put 5/11/99 @ 100 3.60 12/1/25 0 6,400,000 6,400,000
8,200,000 Illinois Health Facilities Authority RV 3.30 4/1/07 0 8,200,000 8,200,000
10,000,000 Illinois Health Facilities Authority RV,
Evanston Hospital Corp., mandatory put
7/15/99 @ 100 3.70 8/15/30 0 10,000,000 10,000,000
3,495,000 Illinois Health Facilities Authority RV,
Health Care, Series PA 195, AMBAC insured 3.35 8/1/17 0 3,495,000 3,495,000
6,930,000 Illinois Housing Development Authority RV,
Homeowner Mortgage, Subseries D-1, mandatory
put 6/29/99 @ 100 3.80 8/1/17 0 6,930,000 6,930,000
3,170,000 Illinois Housing Development Authority RV,
Homeowner Mortgage, Subseries E-1 3.70 12/17/98 0 3,170,000 3,170,000
6,800,000 Lombard, IL, IDR Bonds, 2500 Highland Avenue,
Mid-America Federal Savings & Loan, LOC 3.60 12/1/06 0 6,800,000 6,800,000
9,870,000 Lombard, IL, MFHR Bonds, Clover Creek
Apartments, Continental Casualty Surety Bond,
LOC, mandatory put 12/15/98 @ 100 4.00 12/15/06 0 9,870,000 9,870,000
5,200,000 Mount Morris, IL, Housing RV, Brethren Home
Project, La Salle National Bank, Chicago, LOC 3.15 6/1/27 0 5,200,000 5,200,000
11,500,000 Oak Forest, IL, Other RV, Homewood Pool, First
National Bank of Chicago, LOC 3.15 7/1/24 0 11,500,000 11,500,000
19,970,000 Regional Transportation Authority, IL,
Transportation RV 3.30 6/1/24 0 19,970,000 19,970,000
2,000,000 South Barrington, IL, GO Bonds, Cook County,
Harris Trust, LOC 3.15 12/1/15 0 2,000,000 2,000,000
4,100,000 Springfield, IL, Transportation RV, GTD by
Allied Signal 3.25 10/15/16 0 4,100,000 4,100,000
1,500,000 Will & Kendall Counties, IL, GO Bonds,
Community Consolidated SD #202, Series A,
FSA insured, 6.38 12/30/98 0 1,503,137 1,503,137
8,700,000 Will County, IL, GO Bonds, Forest Preservation
District, AMBAC insured, P/R 12/1/98 @ 102 7.63 12/1/08 0 8,874,000 8,874,000
$ 0 $ 193,102,835 $ 193,102,835
INDIANA
$ 1,000,000 Gary, IN, Environmental Improvement, PCR
Bonds, U.S. Steel Group Project, Bank of
Nova Scotia, LOC 3.25% 7/15/02 $ 0 $ 1,000,000 $ 1,000,000
2,000,000 Indiana Bond Bank, Construction Loan RV 4.13 8/1/99 0 2,014,614 2,014,614
12,000,000 Indiana Health Facility Financing Authority
RV, St. Anthony Medical Center 3.15 12/1/17 0 12,000,000 12,000,000
2,500,000 Indiana HFFA Revenue 3.10 1/1/22 2,500,000 0 2,500,000
18,200,000 Indiana Hospital Equipment Financing Authority
RV, Series A, MBIA insured 3.20 12/1/15 0 18,200,000 18,200,000
4,865,000 Indiana State Development Financial Authority,
Educational Facilities RV, Lutheran Project,
First of America, LOC 3.30 10/1/17 0 4,865,000 4,865,000
8,000,000 Indiana State Educational Facilities Authority,
Educational Facilities RV, Indiana Wesleyan
University, NBD, LOC 3.15 6/1/28 0 8,000,000 8,000,000
3,600,000 Indianapolis, IN, EDA RV, Visiting Nurse
Service Foundation, First of America, LOC 3.30 3/1/13 0 3,600,000 3,600,000
$ 2,500,000 $ 49,679,614 $ 52,179,614
IOWA
$ 4,600,000 Des Moines, IA, IDR Bonds, Grand Office Park,
GTD by Principal Mutual Life 3.20% 4/1/15 $ 0 $ 4,600,000 $ 4,600,000
10,600,000 Iowa Finance Authority RV, Obligation Group,
FSA insured 3.25 6/1/27 0 10,600,000 10,600,000
1,000,000 Iowa Finance Authority, SFM RV, Series A, FGIC
insured, mandatory put 2/24/99 @ 100 3.65 1/1/24 0 1,000,000 1,000,000
4,635,000 Iowa State School Cash Anticipitory Program,
Warrants Certificates, Iowa School Corp.,
Series A, FSA insured 4.50 6/25/99 0 4,656,947 4,656,947
4,000,000 Urbandale, IA, IDR Bonds, Aurora Business Park
Association Project, GTD by Principal Mutual
Life Insurance 3.20 10/1/15 0 4,000,000 4,000,000
6,000,000 Urbandale, IA, IDR Bonds, Interstate Acres
L.P. Project, GTD by Pricipal Mutual
Life Insurance 3.35 12/1/14 0 6,000,000 6,000,000
4,605,000 Urbandale, IA, IDR Bonds, Meredith Drive
Association Project, GTD by Principal Mutual
Life Insurance 3.20 11/1/15 0 4,605,000 4,605,000
$ 0 $ 35,461,947 $ 35,461,947
KANSAS
$ 2,660,000 Lawrence, KS, GO Notes, Series 1998-II 3.45% 10/1/99 $ 0 2,660,000 2,660,000
1,200,000 Prairie Village, KS, MFHR Bonds,
J.C. Nichols Co. Project, GTD by Principal
Mutual Life Insurance 3.20 12/1/15 0 1,200,000 1,200,000
$ 0 $ 3,860,000 $ 3,860,000
KENTUCKY
$10,000,000 Jefferson County, KY, Anticipitory Revenue
Notes, Board of Education, Series N 3.66% 6/30/99 $ 0 $ 10,001,109 $ 10,001,109
9,100,000 Jefferson County, KY, MFHR Bonds,
Canter Chase, First of America, LOC 3.30 12/1/26 0 9,100,000 9,100,000
6,800,000 Kentucky Asset/Liability Community General
Fund, Revenue Notes 3.50 11/1/99 0 6,833,316 6,833,316
3,300,000 Kentucky Higher Education Student Loan
Corporation 3.20 6/1/26 3,300,000 0 3,300,000
7,300,000 Kentucky Infrastructure Authority, Revenue
Notes, Series A, PNC Bank N.A., LOC 3.35 6/30/00 0 7,300,000 7,300,000
7,745,000 Kentucky State Turnpike Authority RV, Resource
Recovery Road, Series 17, FSA insured 3.45 7/1/03 0 7,745,000 7,745,000
3,000,000 Mayfield, KY, Multi-City Lease RV,
PNC Bank, LOC 3.25 7/1/26 0 3,000,000 3,000,000
2,000,000 University of Kentucky, University RV,
Consolidated Educational Buildings, MBIA
insured 4.50 5/1/99 0 2,006,008 2,006,008
$ 3,300,000 $ 45,985,433 $ 49,285,433
LOUISIANA
$ 1,000,000 De Soto Parish LA PCR 3.10% 7/1/18 $ 1,000,000 $ 0 $ 1,000,000
1,535,000 Louisana Public Facilities Authority, Advance
Funding Revenue Notes, Series B, American
International Group insured 3.35 10/25/99 0 1,535,000 1,535,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-57
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE MONEY
MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
2,060,000 Louisiana Public Facilities Authority, Advance
Funding Notes, School Board, Series D 4.40 12/10/98 0 2,060,279 2,060,279
1,980,000 Louisiana Public Facilities Authority, Advance
Funding Revenue Notes, Series D, American
International Group insured 3.35 10/25/99 0 1,980,000 1,980,000
9,300,000 West Baton Rouge Parish, LA, Industrial
District #3 RV, Dow Chemical Co., Series B 3.40 12/1/16 0 9,300,000 9,300,000
$ 1,000,000 $ 14,875,279 $ 15,875,279
MARYLAND
$ 2,000,000 Community Development Revenue 3.10% 6/15/26 $ 2,000,000 $ 0 $ 2,000,000
1,500,000 Howard County MD MFHR 3.10 6/15/26 1,500,000 0 1,500,000
7,000,000 Howard County, MD, MFHR Bonds, Sherwood
Crossing Ltd. Project, Guardian
Savings & Loan, LOC, mandatory
put 6/1/99 @ 100 3.85 6/1/15 0 7,000,000 7,000,000
2,500,000 Maryland State HFFA Revenue 3.15 12/1/15 2,500,000 0 2,500,000
2,500,000 Maryland State Industrial Authority, Economic
Development RV, Johnson Controls, Inc., LOC 3.50 12/1/03 0 2,500,000 2,500,000
$ 6,000,000 $ 9,500,000 $ 15,500,000
MASSACHUSETTS
15,500,000 Massachusetts State HFA, Housing RV,
Series A10 3.45% 6/1/14 $ 0 $ 15,500,000 $ 15,500,000
MICHIGAN
$ 5,000,000 Detroit, MI, School Aid GO Notes, City School
District 4.50% 7/1/99 $ 0 $ 5,023,797 $ 5,023,797
1,700,000 Grand Rapids MI GO 3.05 1/1/20 1,700,000 0 1,700,000
11,335,000 Grand Rapids MI, Water Supply RV,
3.45% V/R, 1/1/15 3.45 1/1/15 0 11,335,000 11,335,000
3,500,000 Michigan State Hospital Finance Authority RV,
Hospital Equipment Loan Program, Series A,
First of America, LOC 3.25 12/1/23 0 3,500,000 3,500,000
2,200,000 Michigan State Hospital Finance Authority RV,
Hospital Equipment Loan Program, Series A,
First of America, LOC 3.25 12/1/23 0 2,200,000 2,200,000
$ 1,700,000 $ 22,058,797 $ 23,758,797
MINNESOTA
$ 5,715,000 Cohasset, MN, RV, Minnesota Power & Light Co.,
Series B, ABN AMRO Bank N.V., LOC 3.25% 6/1/13 $ 0 $ 5,715,000 $ 5,715,000
5,000,000 Crystal, MN, MFHR Bonds, Crystal Apartments
L.P. Project 3.35 5/1/27 0 5,000,000 5,000,000
1,000,000 Hennepin County, MN, GO Notes 4.13 12/1/99 0 1,011,081 1,011,081
4,900,000 Mankato, MN, MFHR Bonds, Highland Hills
Project, First Bank, LOC 3.35 5/1/27 0 4,900,000 4,900,000
2,465,000 Minnesota SD, Tax & Aid COP, Anticipatory
Borrowing Program, Series A 3.67 8/20/99 0 2,465,000 2,465,000
5,000,000 Minnesota SD, Tax & Aid COP, Anticipatory
Borrowing Program, Series B 3.90 3/4/99 0 5,004,307 5,004,307
5,000,000 Minnesota SD, Tax & Aid COP, Anticipatory
Borrowing Program, Series B 3.63 8/27/99 0 5,000,000 5,000,000
4,000,000 Minnesota State HFA, SFM RV, Series F 3.65 1/1/17 0 4,000,000 4,000,000
5,000,000 Minnesota State HFA, SFM RV, Series G,
P/R 12/1/98 @ 100 4.15 1/1/18 0 5,000,000 5,000,000
1,705,000 St. Paul, MN, Housing & Redevelopment
Authority, Commercial Development RV, Park
Development Association Project, First Star
Milwaukee, LOC 3.45 12/1/15 0 1,705,000 1,705,000
15,300,000 St. Paul, MN, Housing & Redevelopment
Authority, Heating RV, St. Paul Energy
District, remarketed 1/3/94 3.30 12/1/12 0 15,300,000 15,300,000
1,000,000 St. Paul, MN, Port Authority IDR Bonds, Texas
Project, Series A, U.S. Bank N.A., LOC 3.30 6/1/10 0 1,000,000 1,000,000
3,500,000 St. Paul, MN, Sewer RV, Series A, AMBAC
insured, crossover refunding 12/1/98 @ 101 8.00 12/1/08 0 3,535,000 3,535,000
2,700,000 Stillwater, MN, GO Bonds, ISD #834, FGIC
insured, crossover refunding 2/1/99 @ 100 6.75 2/1/09 0 2,713,201 2,713,201
$ 0 $ 62,348,589 $ 62,348,589
MISSISSIPPI
$ 1,430,000 Shaw, MS, Urban Renewal RV, Phase I
Redevelopment Project, Sunlife of America,
LOC, mandatory put 12/28/98 @ 100 4.40% 12/28/18 $ 0 $ 1,430,668 $ 1,430,668
MISSOURI
$ 6,700,000 Independence, MO, IDA RV, Groves & Graceland
Project, Series A, Credit Local de France, LOC 3.25% 11/1/27 $ 0 $ 6,700,000 $ 6,700,000
1,300,000 Kansas City, MO, IDA RV, Ewing Marion
Kauffman, Series A 3.30 4/1/27 0 1,300,000 1,300,000
13,975,000 Kansas City, MO, IDA, MFHR Bonds, Coach
House II Project, GTD by Principal Mutual
Life Insurance 3.20 12/1/15 0 13,975,000 13,975,000
2,200,000 Kansas City, MO, IDA, MFHR Bonds,
JC Nichols Co. Project, GTD by Principal
Mutual Life Insurance 3.20 5/1/15 0 2,200,000 2,200,000
1,250,000 Missouri State Health & Educational Facilities
Authority Revenue Christian Health Services
Series A 3.05 11/1/19 1,250,000 0 1,250,000
5,000,000 Missouri State HEHFA Anticipation Notes,
Series E 4.25 4/7/99 0 5,008,890 5,008,890
900,000 Missouri State HEHFA Anticipation Notes,
Series H 4.25 4/7/99 0 901,600 901,600
8,190,000 Missouri State HEHFA RV, St. Francis Medical
Center, Series A, Credit Local de France, LOC 3.25 6/1/26 0 8,190,000 8,190,000
$ 1,250,000 $ 38,275,490 $ 39,525,490
MONTANA
$ 7,200,000 Montana State Board of Investments, Municipal
Finance Construction RV, Intercap Program 3.60% 3/1/09 $ 0 7,208,438 7,208,438
10,000,000 Montana State Board of Investments, Municipal
Finance Construction RV, Intercap Program 3.60 3/1/18 0 10,000,000 10,000,000
$ 0 $ 17,208,438 $ 17,208,438
NEBRASKA
$ 1,980,000 Nebraska Investment Financial Authority RV,
Catholic Health Initiatives, Series A 4.25% 12/1/98 $ 0 $ 1,980,000 $ 1,980,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-58
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE MONEY
MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
1,900,000 Norfolk, NE, IDR Bonds, Supervalu Inc.
Project, Wachovia Bank of Georgia, LOC 3.30 11/1/14 0 1,900,000 1,900,000
$ 0 $ 3,880,000 $ 3,880,000
NEVADA
$ 6,500,000 Clark County, NV, GO Bonds, FGIC insured 6.90% 9/1/99 $ 0 $ 6,679,391 $ 6,679,391
3,775,000 Henderson, NV, Health Care Facilities RV,
PT 134, AMBAC insured 3.35 7/1/20 0 3,775,000 3,775,000
5,000,000 Nevada State Trust Receipts, GO Bonds,
Series 36 D 3.45 11/1/25 0 5,000,000 5,000,000
$ 0 $ 15,454,391 $ 15,454,391
NEW JERSEY
$ 9,800,000 Hudson County, NJ, COP, Correctional
Facilities, BIG insured, P/R 12/1/98 @ 102 7.60% 12/1/21 $ 0 $ 9,996,000 $ 9,996,000
2,400,000 New Jersey State Educational Facilities
Authority RV, Series SG 48, MBIA insured 3.25 7/1/26 0 2,400,000 2,400,000
$ 0 $ 12,396,000 $ 12,396,000
NEW MEXICO
$ 2,500,000 Bloomfield, NM, GO Bonds, Series A, La Salle
National Bank, LOC 3.35% 11/15/10 $ 0 $ 2,500,000 $ 2,500,000
2,760,000 Espanola, NM, Health Care RV, Series A,
La Salle National Bank, LOC 3.35 11/15/10 0 2,760,000 2,760,000
7,995,000 Farmington, NM, PCR RV 3.35 12/1/16 0 7,995,000 7,995,000
1,000,000 New Mexico State Severance Tax RV, Series B 5.00 7/1/99 0 1,007,475 1,007,475
1,735,000 Silver City, NM, GO Bonds, Series A, La Salle
National Bank, LOC 3.35 11/15/10 0 1,735,000 1,735,000
$ 0 $ 15,997,475 $ 15,997,475
NEW YORK
$ 9,700,000 Allegany-Limestone, NY, GO Bonds, Century SD 4.00% 1/29/99 $ 0 $ 9,704,672 $ 9,704,672
16,235,000 Long Island, NY, Power Authority RV, New York
Electrical System 3.35 12/1/11 0 16,235,000 16,235,000
11,340,000 Long Island, NY, Power Authority RV, New York
Electrical System 3.35 12/1/12 0 11,340,000 11,340,000
8,600,000 Long Island, NY, Power Authority RV, New York
Electrical System 3.35 12/1/13 0 8,600,000 8,600,000
3,500,000 New York NY GO 2.95 2/15/26 3,500,000 0 3,500,000
1,500,000 New York NY GO 2.90 2/15/26 1,500,000 0 1,500,000
1,000,000 New York NY GO 2.90 11/15/19 1,000,000 0 1,000,000
6,995,000 New York State Dormitory Authority RV,
Floater Trusts 3.30 5/15/15 0 6,995,000 6,995,000
8,425,000 New York State Dormitory Authority RV,
Floater Trusts 3.30 2/15/28 0 8,425,000 8,425,000
11,335,000 New York State Dormitory Authority RV,
Floater Trusts 3.30 8/1/32 0 11,335,000 11,335,000
12,050,000 New York State Dormitory Authority RV,
Floater Trusts, AMBAC insured 3.40 7/1/25 0 12,050,000 12,050,000
5,200,000 New York State Dormitory Authority, Municipal
Securities Receipts RV, Series CMC1B 3.20 2/15/08 0 5,200,000 5,200,000
3,900,000 New York State Dormitory Authority, Municipal
Securities Receipts RV, Series CMC2A 3.20 2/1/06 0 3,900,000 3,900,000
3,900,000 New York State Dormitory Authority, Municipal
Securities Receipts RV, Series CMC2B 3.20 2/1/07 0 3,900,000 3,900,000
3,000,000 New York State Government Assistance 2.95 4/1/23 3,000,000 0 3,000,000
2,500,000 New York State Local Government
Assistance Corp.,RV, Series SG 99,
AMBAC insured 3.30 4/1/11 0 2,500,000 2,500,000
3,130,000 New York State Medical Care Facilities Finance
Agency, Health Care RV 3.30 2/15/27 0 3,130,000 3,130,000
6,620,000 New York State Medical Care Facilities Finance
Agency, Health Care RV, FHA insured, mandatory
put 12/3/98 @ 100 3.90 2/15/05 0 6,620,000 6,620,000
6,545,000 New York State Medical Care Facilities Finance
Agency, Health Care RV, FHA insured, mandatory
put 12/3/98 @ 100 3.90 2/15/05 0 6,545,000 6,545,000
8,960,000 New York State Medical Care Facilities Finance
Agency, Health Care RV, mandatory put
12/3/98 @100 3.90 2/1/13 0 8,960,000 8,960,000
9,995,000 New York State, Development RV, Urban
Development Corp., Series PT 147, Hypo
Bayersche Bank, LOC 3.30 7/1/16 0 9,995,000 9,995,000
60,000,000 New York, NY, Series A78 2.90 4/13/99 0 60,000,000 60,000,000
3,895,000 New York, NY, Series PA 278 3.40 8/1/12 0 3,895,000 3,895,000
11,985,000 New York, NY, Series PT 1038 3.35 8/1/16 0 11,985,000 11,985,000
1,000,000 Suffolk County NY IDA 2.70 2/1/07 1,000,000 0 1,000,000
3,325,000 Triborough Bridge & Tunnel Authority, NY,
Transportation RV, PA 200 3.30 1/1/12 0 3,325,000 3,325,000
$ 10,000,000 $ 214,639,672 $ 224,639,672
NORTH CAROLINA
$ 600,000 North Carolina CP 3.60% 1/4/99 $ 600,000 $ 0 $ 600,000
2,000,000 North Carolina CP 3.35 12/1/98 2,000,000 0 2,000,000
250,000 North Carolina CP 3.15 6/1/22 250,000 0 250,000
3,000,000 Person County, NC, Industrial Facilities &
Pollution Control Financing Authority,
PCR Bonds, GTD by Carolina Power & Light Co. 3.25 11/1/19 0 3,000,000 3,000,000
2,000,000 Wake County GO 3.25 9/1/15 2,000,000 0 2,000,000
$ 4,850,000 $ 3,000,000 $ 7,850,000
NORTH DAKOTA
$ 1,500,000 Bismarck, ND, IDR Bonds, Supervalu Inc.
Project, Wachovia Bank & Trust, LOC 3.30% 4/1/09 $ 0 $ 1,500,000 $ 1,500,000
OHIO
$ 6,700,000 Cincinnati, OH, GO Notes 4.38% 12/1/99 0 6,791,940 6,791,940
1,650,000 Erie County, OH, GO Bonds 4.25 6/1/99 0 1,653,957 1,653,957
1,000,000 Franklin County, OH, Convention Facilities
Authority Tax & Lease RV 6.70 12/1/99 0 1,036,649 1,036,649
5,200,000 Hamilton County, OH, IDR Bonds, Community
Urban Redevelopment Project, National
Westminster, LOC 3.15 10/15/12 0 5,200,000 5,200,000
1,000,000 Ohio State Air Quality Control CP 3.55 1/7/99 1,000,000 0 1,000,000
10,000,000 Ohio State Water Development Authority,
PCR Bonds, First National Bank of Chicago,
LOC, mandatory put 1/29/99 @ 100 3.20 10/1/28 0 10,000,000 10,000,000
4,400,000 Wooster, OH, IDR Bonds, Allen Group Inc.,
NBD, LOC 3.40 12/1/10 0 4,400,000 4,400,000
1,000,000 Worthington, OH, GO Bonds, City SD,
FGIC insured 3.65 12/1/98 0 1,000,000 1,000,000
$ 1,000,000 $ 30,082,546 $ 31,082,546
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-59
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE MONEY
MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
OKLAHOMA
$ 2,615,000 Oklahoma County, OK, Finance Authority,
IDR Bonds, Perrine Office Project, FGIC
insured 3.20% 12/1/14 $ 0 $ 2,615,000 $ 2,615,000
2,625,000 Oklahoma County, OK, IDR Bonds, Carbon Office,
FGIC insured 3.20 12/1/14 0 2,625,000 2,625,000
$ 0 $ 5,240,000 $ 5,240,000
OREGON
$ 9,350,000 Klamath Falls, OR, Electric RV, Salt Caves
Hydroelectric, mandatory put 5/3/99 @ 100 3.80% 5/1/23 $ 0 $ 9,355,565 $ 9,355,565
1,225,000 Multnomah County OR COP 6.50 12/15/98 1,225,502 0 1,225,502
1,000,000 Multnomah County OR School District #1J 6.60 12/15/98 1,000,397 0 1,000,397
7,100,000 Oregon State HEHFA RV, Quatama Crossing
Housing Project, U.S. Bank N.A., LOC 3.10 1/1/31 0 7,100,000 7,100,000
$ 2,225,899 $ 16,455,565 $ 18,681,464
PENNSYLVANIA
$11,600,000 Allegheny County, PA, IDR Bonds, Longwood at
Oakmont Inc., Dresdner Bank AG, LOC 3.25% 7/1/27 $ 0 $ 11,600,000 $ 11,600,000
9,000,000 Allegheny County, PA, PCR Bonds 3.30 1/22/99 0 9,000,000 9,000,000
1,000,000 Berks County, PA, IDR Bonds, GTD by CNA
Insurance 3.25 7/1/16 0 1,000,000 1,000,000
1,100,000 Butler County, PA, IDA, PCR Bonds,
Pennzoil Co. Project, Mellon Bank, LOC 3.45 12/1/12 0 1,100,000 1,100,000
5,245,000 Chartiers Valley, PA, Industrial & Commercial
Development Authority, IDR Bonds, GTD by
ADP, Inc. 4.30 11/15/17 0 5,245,000 5,245,000
28,400,000 Harrisburg, PA, Authority RV, Adjusted PA Pool
Financing Fund 3.30 7/1/21 0 28,400,000 28,400,000
2,590,000 Pennsylvania Intergovernmental Cooperative
Authority, Special Tax RV, MBIA insured 3.25 6/15/23 0 2,590,000 2,590,000
5,500,000 Quakertown, PA, Health Care RV, Hospital Group
Pooled Financing, PNC Bank, LOC 3.25 7/1/05 0 5,500,000 5,500,000
4,100,000 Quakertown, PA, Health Care RV, Hospital Group
Pooled Financing, Series A, PNC Bank, LOC 3.25 7/1/26 0 4,100,000 4,100,000
$ 0 $ 68,535,000 $ 68,535,000
PUERTO RICO
$ 2,000,000 Puerto Rico Highway 2.75% 7/1/28 $ 2,000,000 $ 0 $ 2,000,000
SOUTH CAROLINA
$20,700,000 Piedmont, SC, Municipal Power Agency
Electric RV, Series B, MBIA insured 3.10% 1/1/19 $ 0 $ 20,700,000 $ 20,700,000
1,500,000 South Carolina Educational Revenue 3.10 10/1/26 1,500,000 0 1,500,000
4,485,000 South Carolina Housing Finance & Development
Authority, Mortgage RV, Series A, mandatory
put 7/1/99 @ 100 3.65 7/1/32 0 4,485,000 4,485,000
400,000 South Carolina Jobs 3.15 11/1/25 400,000 0 400,000
2,000,000 South Carolina State GO Bonds 6.40 2/1/99 0 2,011,188 2,011,188
2,865,000 South Carolina State Public Service Authority
Revenue 4.00 1/1/99 2,865,918 0 2,865,918
8,355,000 South Carolina State Public Service Authority
RV, Series SG-2, MBIA insured 3.30 7/1/21 0 8,355,000 8,355,000
5,855,000 South Carolina State Public Service Authority,
Utilities RV, FGIC insured 3.30 1/1/23 0 5,855,000 5,855,000
1,000,000 York County, SC, PCR Bonds, CFC insured 3.55 8/15/14 0 1,000,000 1,000,000
$ 4,765,918 $ 42,406,188 $ 47,172,106
TENNESSEE
$ 1,200,000 Memphis TN GO 3.30% 8/1/07 $ 1,200,000 $ 0 $ 1,200,000
2,235,000 Memphis, TN, Capital Outlay GO Notes 5.50 7/1/99 0 2,258,572 2,258,572
1,600,000 Metro Nashville TN GO 3.20 9/1/06 1,600,000 0 1,600,000
1,095,000 Shelby County, TN, GO Bonds, ETM, USG COLL 6.00 3/1/99 0 1,101,059 1,101,059
$ 2,800,000 $ 3,359,631 $ 6,159,631
TEXAS
$ 1,100,000 Bexar County, TX, MFHR Bonds, Creightons Mill
Development Project, Series A, GTD by
New England Mutual Life Insurance Co. 3.25% 8/1/06 $ 0 $ 1,100,000 $ 1,100,000
4,950,000 Bexar County, TX, MFHR Bonds, Park Hill
Development Project, Series B, GTD by
New England Mutual Life Insurance Co. 3.25 6/1/05 0 4,950,000 4,950,000
500,000 Brazos River TX Authority 3.45 3/1/26 500,000 0 500,000
2,500,000 Brazos River TX Higher Education AMT 3.15 6/1/23 2,500,000 0 2,500,000
1,000,000 Gulf Coast TX CP 3.50 12/9/98 1,000,000 0 1,000,000
3,500,000 Gulf Coast TX CP 3.50 12/9/98 3,500,000 0 3,500,000
15,000,000 Harris County, TX, Health Care Facilities RV,
mandatory put 12/1/98 @ 100 3.60 12/1/25 0 15,000,000 15,000,000
5,290,000 Harris County, TX, Housing Finance Corp.,
MFHR Bonds, Arbor II Ltd. Project, Guardian
Savings & Loan, LOC, 3.05% V/R, 10/1/05,
optional PUT 1/15/99 @ 100 3.05 10/1/05 0 5,290,000 5,290,000
3,770,000 Houston, TX, Water & Sewer Systems RV,
Municipal Trust Receipts, Series SG 120,
FGIC insured 3.30 12/1/23 0 3,770,000 3,770,000
3,300,000 Sabine River TX AMT 3.35 3/1/26 3,300,000 0 3,300,000
1,000,000 Sabine River, TX, IDA RV, CFC insured 3.55 8/15/14 0 1,000,000 1,000,000
8,155,000 Tarrant County, TX, Housing Finance Corp.,
MFHR Bonds, Bear Creek Apartments Inc.,
KBC Bank N.V., LOC 3.20 11/1/07 0 8,155,000 8,155,000
920,000 Tarrant County, TX, MFHR Bonds, SF Apartments
Project, Suntrust Bank, LOC 3.20 11/1/17 0 920,000 920,000
10,000,000 Texas Municipal Gas Corp., Gas Reserve RV,
FSA insured 3.15 1/15/23 0 10,000,000 10,000,000
2,420,000 Texas Municipal Power Agency, Power RV,
FGIC insured, USG COLL, P/R 9/1/99 @ 102 7.00 9/1/02 0 2,534,110 2,534,110
3,000,000 Texas State Department of Housing and
Community Affairs, SFM RV,
Series PT 136, MBIA insured 3.35 3/1/17 0 3,000,000 3,000,000
10,000,000 Texas State GO Notes, Series A55, GTD by
National Westminster Bank 3.70 8/31/99 0 10,000,000 10,000,000
$ 10,800,000 $ 65,719,110 $ 76,519,110
UTAH
$ 4,240,000 Davis County, UT, MFHR Bonds, Fox Creek
Apartments, Series A 3.25% 7/15/27 $ 0 $ 4,240,000 $ 4,240,000
3,140,000 Jordan, UT, SD GO Bonds, GTD by School Board 5.00 6/15/99 0 3,174,063 3,174,063
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-60
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE MONEY
MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
2,500,000 Utah State CP 3.35 12/9/98 2,500,000 0 2,500,000
$ 2,500,000 $ 7,414,063 $ 9,914,063
VIRGINIA
$12,500,000 Harrisonburg, VA, MFHR Bonds, Rolling Brook
Village Apartments, Series A, Guardian
Savings & Loan, LOC, mandatory
put 2/1/99 @ 100 3.70% 2/1/26 $ 0 $ 12,500,000 $ 12,500,000
3,500,000 Virginia College 3.45 1/1/31 3,500,000 0 3,500,000
2,000,000 Virginia State Public School Authority,
School Finance RV 4.25 8/1/99 0 2,016,249 2,016,249
$ 3,500,000 $ 14,516,249 $ 18,016,249
WASHINGTON
$ 5,800,000 Port Seattle, WA, IDR Bonds, Sysco Food
Services Project 3.25% 11/1/25 $ 0 $ 5,800,000 $ 5,800,000
2,500,000 Seattle, WA, IDR Bonds, Longview Fibre Co. 3.30 1/1/03 0 2,500,000 2,500,000
815,000 Washington State GO 5.75 7/1/99 824,662 0 824,662
3,380,000 Washington State Health Care Facilities
Authority RV, Catholic Health Initiatives,
Series B, MBIA insured 4.25 12/1/98 0 3,380,000 3,380,000
2,205,000 Washington State Health Care Facilities
Authority RV, Children's Hospital & Regional
Medical Center, FSA insured 4.00 10/1/99 0 2,222,936 2,222,936
3,315,000 Washington State HFA, Community Nonprofit
Housing RV, Crista Ministries, U.S.
Bank N.A., LOC 3.20 7/1/11 0 3,315,000 3,315,000
7,900,000 Washington State Public Power Supply System,
Power RV, Nuclear Project #1, Series CMC2 3.30 7/1/07 0 7,900,000 7,900,000
9,900,000 Washington State Public Power Supply System,
Power RV, Nuclear Project #2, AMBAC insured 3.30 7/1/07 0 9,900,000 9,900,000
4,635,000 Washington State Public Power Supply System,
Power RV, Nuclear Project #3, BIG insured,
COLL, P/R 7/1/99 @ 100 6.00 7/1/18 0 4,710,794 4,710,794
1,000,000 Washington State Public Power Supply System,
Power RV, Nuclear Project #3, Series 13,
MBIA insured 3.30 7/1/15 0 1,000,000 1,000,000
$ 824,662 $ 40,728,730 $ 41,553,392
WISCONSIN
$ 1,000,000 Beloit & Rock Counties, WI, IDR Bonds, GTD by
CPC International 5.12% 4/1/19 $ 0 $ 1,000,000 $ 1,000,000
1,405,000 Johnson Controls, Inc., Other RV, Grantor
Trust, Wachovia Corp., LOC 4.40 10/1/01 0 1,405,000 1,405,000
2,500,000 Kenosha, WI, TRAN 4.00 6/30/99 0 2,504,885 2,504,885
6,535,000 Kenosha, WI, TRAN, SD #1 3.38 9/28/99 0 6,535,000 6,535,000
1,060,000 Milwaukee, WI, IDR Bonds, Longview Fibre Co.
Project 3.30 1/1/03 0 1,060,000 1,060,000
12,000,000 Oshkosh, WI, Area SD TRAN 4.00 8/24/99 0 12,038,373 12,038,373
10,000,000 Racine, WI, United SD TRAN 4.00 7/7/99 0 10,024,904 10,024,904
10,000,000 Wausau, WI, IDR Bonds, Joint Venture
Partnership, U.S. Bank N.A., LOC 3.10 10/1/02 0 10,000,000 10,000,000
7,100,000 Wisconsin State HEHFA RV, Alverno College
Project, Allied Irish Bank, LOC 3.30 11/1/17 0 7,100,000 7,100,000
3,475,000 Wisconsin State HEHFA RV, Series PA 183,
MBIA Insured 3.30 8/15/98 0 3,475,000 3,475,000
$ 0 $ 55,143,162 $ 55,143,162
WYOMING
$ 1,000,000 Green River, WY, PCR Bonds, Allied Corp.
Project, GTD by Allied Signal Corp. 3.30% 12/1/12 $ 0 $ 1,000,000 $ 1,000,000
4,260,000 Uinta County WY PCR 3.25 8/15/20 4,260,000 0 4,260,000
$ 4,260,000 $ 1,000,000 $ 5,260,000
SHORT-TERM INSTRUMENTS
29,613,524 Federated Tax-Free Obligations Fund $ 0 $ 29,613,524 $ 29,613,524
17,000,000 Fidelity Tax Exempt Money Market Fund 0 17,000,000 17,000,000
514,778 Provident Municipal Fund 0 514,778 514,778
$ 0 $ 47,128,302 $ 47,128,302
COMMERCIAL PAPER
13,600,000 City of Austin TX CP $ 0 $ 13,600,000 $ 13,600,000
14,200,000 Hospital Board FL CP 0 14,200,000 14,200,000
$ 0 $ 27,800,000 $ 27,800,000
INVESTMENTS IN SECURITIES PRIOR TO PRO FORMA
ADJUSTMENTS $ 90,560,966 $ 1,316,241,190 $ 1,406,802,156
PRO FORMA ADJUSTMENTS
To Securities at Market Value $(31,557,473)(c) $(1,274,276,988)(d) $(1,305,834,461)
TOTAL INVESTMENTS IN SECURITIES $ 59,003,493 $ 41,964,202 $ 100,967,695
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the
Funds are Merged.
(b) See historical financial statements and footnotes thereto of each
of the Funds regarding valuation of securities.
(c) The Class A shares of the Stagecoach National Tax-Free Money
Market Fund comprise 64.8% of the Fund.
(d) The Class A shares of the Norwest Advantage Municipal Money
Market Fund comprise 3.2% of the Fund.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-61
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
STAGECOACH NORWEST
NATIONAL TAX-FREE ADVANTAGE
MONEY MARKET MUNICIPAL MONEY PRO FORMA PRO FORMA
FUND MARKET FUND ADJUSTMENTS (b)(c) COMBINED
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $90,560,966 $1,316,241,190 $(100,967,695) $1,305,834,461
Cash 568,855 446 (368,776) 200,525
Receivables:
Dividends and Interest 681,381 11,554,729 (812,701) 11,423,409
Due from advisor 0 0 6,013 (d) 6,013
Organization expenses, net of amortization 17,096 0 (17,096)(d) 0
TOTAL ASSETS 91,828,298 1,327,796,365 1,317,464,408
LIABILITIES
Payables:
Distribution to shareholders 211,134 2,430,751 (214,914) 2,426,971
Due to distributor 24,272 36,997 (16,922) 44,347
Due to advisor 25,405 453,898 (31,042) 448,261
Other 130,498 3,841 (84,719) 49,620
TOTAL LIABILITIES 391,309 2,925,487 2,969,199
TOTAL NET ASSETS $91,436,989 $1,324,870,878 $1,314,495,209
NET ASSETS CONSIST OF:
Paid-in capital $91,447,469 $1,326,197,247 (101,862,038) $1,315,782,678
Undistributed net investment income (loss) 0 (198,272) 6,366 (191,906)
Undistributed net realized gain (loss)
on investments (10,480) (1,128,097) 43,014 (1,095,563)
TOTAL NET ASSETS $91,436,989 $1,324,870,878 $1,314,495,209
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net Assets - Institutional Class $32,162,738 $ 32,162,738
Shares outstanding - Institutional Class 32,169,381 32,169,381
Net asset value and offering price per
share - Institutional Class $ 1.00 $ 1.00
Net Assets - Service Class $1,282,332,471 $1,282,332,471
Shares outstanding - Service Class 1,282,327,994 1,282,327,994
Net asset value and offering price per
share - Service Class $ 1.00 $ 1.00
INVESTMENT AT COST $90,560,966 $1,316,241,190 $(100,967,695) $1,305,834,461
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-62
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND STATEMENT
OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
MONEY MARKET MASTER-FEEDER MUNICIPAL MONEY PRO FORMA PRO FORMA
FUND ADJUSTMENTS MARKET FUND ADJUSTMENTS (b)(c) COMBINED
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $4,259,147 $38,737,459 $42,996,606
Net expenses from master/core portfolios (3,237) 3,237 0 0
TOTAL INVESTMENT INCOME 4,255,910 38,737,459 42,996,606
EXPENSES
Advisory fees 370,263 4,632 3,572,783 (2,856,912)(e) 1,090,766
Administration fees 85,198 1,112,876 438,074 (e) 1,636,148
Custody fees 20,671 270 121,698 75,514 (e) 218,153
Shareholder serv fees 145,309 2,407,421 (e) 2,552,730
Portfolio accounting fees 83,282 1,204 98,000 (102,486)(e) 80,000
Transfer agency fees 71,573 1,135,824 (695,663)(e) 511,734
Distribution fees 10,693 (10,693)(e) 0
Organization costs 8,801 12 (12)(e) 8,801
Legal and audit fees 31,054 243 30,294 (31,225)(e) 30,366
Registration fees 55,058 152,139 0 207,197
Directors' fees 3,802 13,737 (11,110)(e) 6,429
Shareholder reports 56,951 33,467 (43,236)(e) 47,182
Other 20,376 29 40,547 (16,833)(e) 44,119
TOTAL EXPENSES 963,031 6,311,365 6,433,625
6,433,625
Less:
Waived fees and reimbursed expenses fees (356,557) (3,153) (1,418,068) 148,088 (f) (1,629,690)
NET EXPENSES 606,474 4,893,297 4,803,935
NET INVESTMENT INCOME (LOSS) 3,649,436 33,844,162 38,192,671
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale of investments (3,692) 6,814 3,122
NET GAIN (LOSS) ON INVESTMENTS (3,692) 6,814 3,122
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $3,645,744 $33,850,976 $38,195,793
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Institutional Class of the Stagecoach National Tax-Free Money Market
Fund and Service Class of the Norwest Advantage Municipal Money Market
Fund are merging to form the Wells Fargo National Tax-Free Institutional
Money Market Fund, historical accounting data from the Norwest Advantage
Municipal Money Market Fund will be kept.
(a) Information shown prior to December 12, 1997, is for the Stagecoach
National Tax-Free Money Market Fund which was a 'Feeder Fund' investing in
a "Master Portfolio", the National Tax-Free Money Market Master Portfolio,
and the expenses allocated to the Feeder have been disbursed according to
the percentage of each expense at the Master Portfolio level. On December
12, 1997, the Fund merged with the Overland National Tax-Free Institutional
Money Market Fund, the National Tax-Free Money Market Master Portfolio was
dissolved.
(b) The Institutional Class shares of the Stagecoach National Tax-Free Money
Market Fund comprise 35.2% of the Fund's net assets. The remaining 64.8%
of the Fund's net assets represent Class A shares of the Stagecoach
National Tax-Free Money Market Fund. Such Class A shares will be
exchanged for shares of a different fund in a separate reorganization.
Accordingly the net assets attributable to Class A shares have been
removed as an adjustment for purposes of this pro forma financial
statement.
(c) The Service Class shares of the Norwest Advantage Municipal Money Market
Fund comprise 96.8% of the Fund's net assets. The remaining 3.2% of the
Fund's net assets represent Class A shares of the Norwest Advantage
Municipal Money Market Fund. Such Class A shares will be exchanged for
shares of a different fund in a separate reorganization. Accordingly the
net assets attributable to Class A shares have been removed as an
adjustment for purposes of this pro forma financial statement.
(d) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from Funds which are not accounting survivors.
(e) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(f) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
S-63
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL
TAX-FREE MONEY MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
ALASKA
$ 4,900,000 Anchorage, AK, Higher Education
RV, Alaska Pacific University,
First National Bank, LOC 3.20% 7/1/17 $ 0 $ 4,900,000 $ 4,900,000
3,500,000 North Slope Boro, AK, GO Bonds,
Series B, FSA insured 6.10 6/30/99 0 3,548,224 3,548,224
$ 0 $ 8,448,224 $ 8,448,224
ARIZONA
$ 2,000,000 Arizona School District COP Series A 4.10% 7/30/99 $ 2,006,782 $ 0 $ 2,006,782
4,400,000 Chandler, AZ, IDA Bonds, Parsons
Municipal Services, Inc.,
National Westminster Bank, USA,
LOC 3.25 12/15/09 0 4,400,000 $ 4,400,000
2,000,000 Maricopa AZ CP 3.50 12/15/98 2,000,000 0 2,000,000
2,755,000 Salt River AZ Agricultural Improvement
& Power District Series A 7.00 1/1/99 2,762,705 0 2,762,705
$ 6,769,487 $ 4,400,000 $ 11,169,487
ARKANSAS
$ 1,000,000 Little Rock, AR, IDR Bonds, GTD by
CPC International 4.96% 12/1/03 $ 0 $ 1,000,000 $ 1,000,000
CALIFORNIA
$ 500,000 California HFFA Revenue Series C 3.00% 7/1/22 $ 500,000 $ 0 $ 500,000
2,000,000 California Higher Education
Student Loan Revenue Series E-5 3.80 12/1/25 2,000,000 0 2,000,000
15,000,000 California School Cash Reserve
Program Authority, Revenue
Notes, Series A 4.50 7/2/99 0 15,064,075 15,064,075
1,250,000 California Statewide GO 3.00 8/15/27 1,250,000 0 1,250,000
$ 3,750,000 $ 15,064,075 $ 18,814,075
COLORADO
$ 1,200,000 Colorado HFFA Revenue Series C
MBIA Insured 3.15% 10/1/14 $ 1,200,000 $ 0 $ 1,200,000
5,700,000 Denver, CO, City & County Apartment
RV, Sub-Series B, Westdeutsche
Landesbank, LOC 3.10 12/1/20 0 5,700,000 5,700,000
2,500,000 Lowry, CO, Economic Redevelopment
Authority RV, Series B, Canadian
Imperial Bank, LOC 3.15 12/1/20 0 2,500,000 2,500,000
1,700,000 Moffat County, CO, PCR Bonds, AMBAC
insured 3.20 7/1/10 0 1,700,000 1,700,000
1,930,000 Parkview Metropolitan District, CO,
Arapahoe County, GO Bonds,
Central Bank, LOC 3.25 12/1/12 0 1,930,000 1,930,000
$ 1,200,000 $ 11,830,000 $ 13,030,000
CONNECTICUT
$ 3,000,000 Connecticut State Development
Authority, Industrial
Development RV, GTD by General
Accident Insurance 3.75% 12/1/13 $ 0 $ 3,000,000 $ 3,000,000
2,870,000 Connecticut State HFA 3.05 5/15/18 2,870,000 0 2,870,000
$ 2,870,000 $ 3,000,000 $ 5,870,000
DISTRICT OF COLUMBIA
17,700,000 District of Columbia RV, George
Washington University, First
National Bank of Chicago, LOC 3.20% 3/1/06 $ 0 $ 17,700,000 $ 17,700,000
FLORIDA
$ 500,000 Dade County FL MFHR 3.10% 7/1/06 $ 500,000 0 $ 500,000
2,000,000 Dade County, FL, IDA RV, GTD by
ADP, Inc. 3.53 11/15/17 0 2,000,000 2,000,000
8,120,000 Florida HFA, MFHR Bonds, Country
Club Project, Bankers Trust, LOC 3.20 12/1/07 0 8,120,000 8,120,000
7,140,000 Florida HFA, MFHR Bonds, First
Union National Bank, LOC,
mandatory put 11/1/99 @ 100 3.00 11/1/07 0 7,140,000 7,140,000
1,710,000 Florida HFA, MFHR Bonds, South
Trust Alabama, LOC 3.25 6/1/07 0 1,710,000 1,710,000
1,600,000 Hillsborough County, FL, IDA, Port
Facilities RV, Seaboard System
Railroad, Inc. Project, National
Bank Detroit, LOC 3.25 10/15/99 0 1,600,000 1,600,000
1,000,000 Indian River FL CP 3.60 1/7/99 1,000,000 0 1,000,000
18,900,000 Laurel Club Certificate Trust,
COP, Series A, Swiss Bank, LOC 3.30 6/1/25 0 18,900,000 18,900,000
3,500,000 Palm Beach FL CP 3.40 12/3/98 3,500,000 0 3,500,000
$ 5,000,000 $ 39,470,000 $ 44,470,000
GEORGIA
$ 2,695,000 Fulton County, GA, IDR Bonds, GTD
by ADP 3.25% 9/1/12 $ 0 $ 2,695,000 $ 2,695,000
700,000 Georgia Municipal Gas Authority
Revenue 3.05 11/1/06 700,000 0 700,000
3,995,000 Georgia Municipal Gas CP 3.35 12/1/98 3,995,000 0 3,995,000
1,000,000 Georgia State Municipal Electric
Authority 3.55 1/7/99 1,000,000 0 1,000,000
6,000,000 Marietta, GA, MFHR Bonds, Falls at
Bells Ferry, Guardian Savings &
Loan, LOC, optional put 1/15/99
@ 100 3.95 1/15/09 0 6,000,717 6,000,717
$ 5,695,000 $ 8,695,717 $ 14,390,717
HAWAII
$ 4,950,000 Hawaii State Department of Budget &
Finance, Special Purpose
Mortgage RV, Kuakini Medical
Center Project, Bank of Hawaii,
LOC 3.20% 7/1/04 $ 0 $ 4,950,000 $ 4,950,000
ILLINOIS
$ 1,000,000 Bedford Park, IL, IDR Bonds, CPC
International, Inc. Project,
GTD by Firemen's Insurance Co. 4.96% 11/1/08 $ 0 $ 1,000,000 $ 1,000,000
4,000,000 Chigago, IL, GO Bonds, Equipment
Notes, Harris Trust & Savings,
LOC, mandatory tender 12/3/98
@100 3.60 1/1/06 0 4,000,000 4,000,000
1,000,000 Chicago, IL, GO Bonds, Greater
Chicago Metropolitan Water
Reclamation District 4.15 12/1/99 0 1,010,698 1,010,698
6,135,000 Chicago, IL, GO Bonds, Morgan
Guaranty, LOC, mandatory tender
2/4/99 @100 3.55 1/31/00 0 6,135,000 6,135,000
15,000,000 Chicago, IL, GO Bonds, Series
PT 1054 3.30 1/1/28 0 15,000,000 15,000,000
15,000,000 Chicago, IL, Sales Tax RV, Floating
Rate Receipts, Series SSP-9 3.35 1/1/27 0 15,000,000 15,000,000
3,885,000 Cook County, IL, Municipal Trust
Receipts, Series SG-7, MBIA
insured 3.30 11/15/23 0 3,885,000 3,885,000
890,000 Illinois Development Finance
Authority, Development RV,
North Wacker Drive 3.75 12/1/15 0 890,000 890,000
6,000,000 Illinois Development Finance
Authority, MFHR Bonds, Garden
Glen Apartments, GTD by
Continental Casualty Co. 3.30 12/1/13 0 6,000,000 6,000,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-64
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL
TAX-FREE MONEY MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
15,000,000 Illinois Development Finance
Authority, Pollution Control
RV, Illinois Power Co. Project,
Series C, ABN AMRO Bank N.V.,
LOC, mandatory put 8/26/99 @ 100 3.00 11/1/28 0 15,000,000 15,000,000
15,000,000 Illinois EFA RV, Cultural Pool,
American National Bank & Trust,
LOC 3.15 3/1/28 0 15,000,000 15,000,000
2,170,000 Illinois EFA RV, Cultural Pool,
First National Bank of Chicago,
LOC 3.15 12/1/25 0 2,170,000 2,170,000
6,400,000 Illinois EFA RV, John F. Kennedy
Healthcare Foundation, LaSalle
National Bank, LOC, mandatory
put 5/11/99 @ 100 3.60 12/1/25 0 6,400,000 6,400,000
8,200,000 Illinois Health Facilities
Authority RV 3.30 4/1/07 0 8,200,000 8,200,000
10,000,000 Illinois Health Facilities
Authority RV, Evanston Hospital
Corp., mandatory put 7/15/99 @ 100 3.70 8/15/30 0 10,000,000 10,000,000
3,495,000 Illinois Health Facilities
Authority RV, Health Care,
Series PA 195, AMBAC insured 3.35 8/1/17 0 3,495,000 3,495,000
6,930,000 Illinois Housing Development
Authority RV, Homeowner
Mortgage, Subseries D-1,
mandatory put 6/29/99 @ 100 3.80 8/1/17 0 6,930,000 6,930,000
3,170,000 Illinois Housing Development
Authority RV, Homeowner
Mortgage, Subseries E-1 3.70 12/17/98 0 3,170,000 3,170,000
6,800,000 Lombard, IL, IDR Bonds, 2500
Highland Avenue, Mid-America
Federal Savings & Loan, LOC 3.60 12/1/06 0 6,800,000 6,800,000
9,870,000 Lombard, IL, MFHR Bonds, Clover
Creek Apartments, Continental
Casualty Surety Bond, LOC,
mandatory put 12/15/98 @ 100 4.00 12/15/06 0 9,870,000 9,870,000
5,200,000 Mount Morris, IL, Housing RV,
Brethren Home Project, La Salle
National Bank, Chicago, LOC 3.15 6/1/27 0 5,200,000 5,200,000
11,500,000 Oak Forest, IL, Other RV, Homewood
Pool, First National Bank of
Chicago, LOC 3.15 7/1/24 0 11,500,000 11,500,000
19,970,000 Regional Transportation Authority,
IL, Transportation RV 3.30 6/1/24 0 19,970,000 19,970,000
2,000,000 South Barrington, IL, GO Bonds,
Cook County, Harris Trust, LOC 3.15 12/1/15 0 2,000,000 2,000,000
4,100,000 Springfield, IL, Transportation
RV, GTD by Allied Signal 3.25 10/15/16 0 4,100,000 4,100,000
1,500,000 Will & Kendall Counties, IL, GO
Bonds, Community Consolidated
SD #202, Series A, FSA insured, 6.38 12/30/98 0 1,503,137 1,503,137
8,700,000 Will County, IL, GO Bonds, Forest
Preservation District, AMBAC
insured, P/R 12/1/98 @ 102 7.63 12/1/08 0 8,874,000 8,874,000
$ 0 $ 193,102,835 193,102,835
INDIANA
$ 1,000,000 Gary, IN, Environmental
Improvement, PCR Bonds, U.S.
Steel Group Project, Bank of
Nova Scotia, LOC 3.25% 7/15/02 $ 0 $ 1,000,000 $ 1,000,000
2,000,000 Indiana Bond Bank, Construction
Loan RV 4.13 8/1/99 0 2,014,614 2,014,614
12,000,000 Indiana Health Facility Financing
Authority RV, St. Anthony
Medical Center 3.15 12/1/17 0 12,000,000 12,000,000
2,500,000 Indiana HFFA Revenue 3.10 1/1/22 2,500,000 0 2,500,000
18,200,000 Indiana Hospital Equipment
Financing Authority RV,
Series A, MBIA insured 3.20 12/1/15 0 18,200,000 18,200,000
4,865,000 Indiana State Development Financial
Authority, Educational
Facilities RV, Lutheran Project,
First of America, LOC 3.30 10/1/17 0 4,865,000 4,865,000
8,000,000 Indiana State Educational
Facilities Authority,
Educational Facilities RV,
Indiana Wesleyan University,
NBD, LOC 3.15 6/1/28 0 8,000,000 8,000,000
3,600,000 Indianapolis, IN, EDA RV, Visiting
Nurse Service Foundation, First
of America, LOC 3.30 3/1/13 0 3,600,000 3,600,000
$ 2,500,000 $ 49,679,614 $ 52,179,614
IOWA
$ 4,600,000 Des Moines, IA, IDR Bonds, Grand
Office Park, GTD by Principal
Mutual Life 3.20% 4/1/15 $ 0 $ 4,600,000 $ 4,600,000
10,600,000 Iowa Finance Authority RV,
Obligation Group, FSA insured 3.25 6/1/27 0 10,600,000 10,600,000
1,000,000 Iowa Finance Authority, SFM RV,
Series A, FGIC insured,
mandatory put 2/24/99 @ 100 3.65 1/1/24 0 1,000,000 1,000,000
4,635,000 Iowa State School Cash Anticipitory
Program, Warrants Certificates,
Iowa School Corp., Series A, FSA
insured 4.50 6/25/99 0 4,656,947 4,656,947
4,000,000 Urbandale, IA, IDR Bonds, Aurora
Business Park Association
Project, GTD by Principal Mutual
Life Insurance 3.20 10/1/15 0 4,000,000 4,000,000
6,000,000 Urbandale, IA, IDR Bonds,
Interstate Acres L.P. Project,
GTD by Pricipal Mutual Life
Insurance 3.35 12/1/14 0 6,000,000 6,000,000
4,605,000 Urbandale, IA, IDR Bonds, Meredith
Drive Association Project, GTD
by Principal Mutual Life Insurance 3.20 11/1/15 0 4,605,000 4,605,000
$ 0 35,461,947 35,461,947
KANSAS
$ 2,660,000 Lawrence, KS, GO Notes, Series
1998-II 3.45% 10/1/99 $ 0 2,660,000 2,660,000
1,200,000 Prairie Village, KS, MFHR Bonds,
J.C. Nichols Co. Project, GTD by
Principal Mutual Life Insurance 3.20 12/1/15 0 1,200,000 1,200,000
$ 0 $ 3,860,000 $ 3,860,000
KENTUCKY
$10,000,000 Jefferson County, KY, Anticipitory
Revenue Notes, Board of
Education, Series N 3.66% 6/30/99 $ 0 $ 10,001,109 $ 10,001,109
9,100,000 Jefferson County, KY, MFHR Bonds,
Canter Chase, First of America,
LOC 3.30 12/1/26 0 9,100,000 9,100,000
6,800,000 Kentucky Asset/Liability Community
General Fund, Revenue Notes 3.50 11/1/99 0 6,833,316 6,833,316
3,300,000 Kentucky Higher Education Student
Loan Corporation 3.20 6/1/26 3,300,000 0 3,300,000
7,300,000 Kentucky Infrastructure Authority,
Revenue Notes, Series A, PNC
Bank N.A., LOC 3.35 6/30/00 0 7,300,000 7,300,000
7,745,000 Kentucky State Turnpike Authority
RV, Resource Recovery Road,
Series 17, FSA insured 3.45 7/1/03 0 7,745,000 7,745,000
3,000,000 Mayfield, KY, Multi-City Lease RV,
PNC Bank, LOC 3.25 7/1/26 0 3,000,000 3,000,000
2,000,000 University of Kentucky, University
RV, Consolidated Educational
Buildings, MBIA insured 4.50 5/1/99 0 2,006,008 2,006,008
$ 3,300,000 $ 45,985,433 $ 49,285,433
LOUISIANA
$ 1,000,000 De Soto Parish LA PCR 3.10% 7/1/18 $ 1,000,000 $ 0 $ 1,000,000
1,535,000 Louisana Public Facilities
Authority, Advance Funding
Revenue Notes, Series B,
American International Group
insured 3.35 10/25/99 0 1,535,000 1,535,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-65
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL
TAX-FREE MONEY MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
2,060,000 Louisiana Public Facilities
Authority, Advance Funding
Notes, School Board, Series D 4.40 12/10/98 0 2,060,279 2,060,279
1,980,000 Louisiana Public Facilities
Authority, Advance Funding
Revenue Notes, Series D,
American International Group
insured 3.35 10/25/99 0 1,980,000 1,980,000
9,300,000 West Baton Rouge Parish, LA,
Industrial District #3 RV, Dow
Chemical Co., Series B 3.40 12/1/16 0 9,300,000 9,300,000
$ 1,000,000 $ 14,875,279 $ 15,875,279
MARYLAND
$ 2,000,000 Community Development Revenue 3.10% 6/15/26 $ 2,000,000 $ 0 $ 2,000,000
1,500,000 Howard County MD MFHR 3.10 6/15/26 1,500,000 0 1,500,000
7,000,000 Howard County, MD, MFHR Bonds,
Sherwood Crossing Ltd. Project,
Guardian Savings & Loan, LOC,
mandatory put 6/1/99 @ 100 3.85 6/1/15 0 7,000,000 7,000,000
2,500,000 Maryland State HFFA Revenue 3.15 12/1/15 2,500,000 0 2,500,000
2,500,000 Maryland State Industrial
Authority, Economic Development
RV, Johnson Controls, Inc., LOC 3.50 12/1/03 0 2,500,000 2,500,000
$ 6,000,000 $ 9,500,000 $ 15,500,000
MASSACHUSETTS
15,500,000 Massachusetts State HFA, Housing
RV, Series A10 3.45% 6/1/14 $ 0 $ 15,500,000 $ 15,500,000
MICHIGAN
$ 5,000,000 Detroit, MI, School Aid GO Notes,
City School District 4.50% 7/1/99 $ 0 $ 5,023,797 $ 5,023,797
1,700,000 Grand Rapids MI GO 3.05 1/1/20 1,700,000 0 1,700,000
11,335,000 Grand Rapids MI, Water Supply RV,
3.45% V/R, 1/1/15 3.45 1/1/15 0 11,335,000 11,335,000
3,500,000 Michigan State Hospital Finance
Authority RV, Hospital Equipment
Loan Program, Series A, First of
America, LOC 3.25 12/1/23 0 3,500,000 3,500,000
2,200,000 Michigan State Hospital Finance
Authority RV, Hospital Equipment
Loan Program, Series A, First of
America, LOC 3.25 12/1/23 0 2,200,000 2,200,000
$ 1,700,000 $ 22,058,797 $ 23,758,797
MINNESOTA
$ 5,715,000 Cohasset, MN, RV, Minnesota Power &
Light Co., Series B, ABN AMRO
Bank N.V., LOC 3.25% 6/1/13 $ 0 $ 5,715,000 $ 5,715,000
5,000,000 Crystal, MN, MFHR Bonds, Crystal
Apartments L.P. Project 3.35 5/1/27 0 5,000,000 5,000,000
1,000,000 Hennepin County, MN, GO Notes 4.13 12/1/99 0 1,011,081 1,011,081
4,900,000 Mankato, MN, MFHR Bonds, Highland
Hills Project, First Bank, LOC 3.35 5/1/27 0 4,900,000 4,900,000
2,465,000 Minnesota SD, Tax & Aid COP,
Anticipatory Borrowing Program,
Series A 3.67 8/20/99 0 2,465,000 2,465,000
5,000,000 Minnesota SD, Tax & Aid COP,
Anticipatory Borrowing Program,
Series B 3.90 3/4/99 0 5,004,307 5,004,307
5,000,000 Minnesota SD, Tax & Aid COP,
Anticipatory Borrowing Program,
Series B 3.63 8/27/99 0 5,000,000 5,000,000
4,000,000 Minnesota State HFA, SFM RV, Series F 3.65 1/1/17 0 4,000,000 4,000,000
5,000,000 Minnesota State HFA, SFM RV,
Series G, P/R 12/1/98 @ 100 4.15 1/1/18 0 5,000,000 5,000,000
1,705,000 St. Paul, MN, Housing &
Redevelopment Authority,
Commercial Development RV, Park
Development Association Project,
First Star Milwaukee, LOC 3.45 12/1/15 0 1,705,000 1,705,000
15,300,000 St. Paul, MN, Housing &
Redevelopment Authority,
Heating RV, St. Paul Energy
District, remarketed 1/3/94 3.30 12/1/12 0 15,300,000 15,300,000
1,000,000 St. Paul, MN, Port Authority IDR
Bonds, Texas Project, Series A,
U.S. Bank N.A., LOC 3.30 6/1/10 0 1,000,000 1,000,000
3,500,000 St. Paul, MN, Sewer RV, Series A,
AMBAC insured, crossover
refunding 12/1/98 @ 101 8.00 12/1/08 0 3,535,000 3,535,000
2,700,000 Stillwater, MN, GO Bonds, ISD #834,
FGIC insured, crossover
refunding 2/1/99 @ 100 6.75 2/1/09 0 2,713,201 2,713,201
$ 0 $ 62,348,589 $ 62,348,589
MISSISSIPPI
$ 1,430,000 Shaw, MS, Urban Renewal RV,
Phase I Redevelopment Project,
Sunlife of America, LOC,
mandatory put 12/28/98 @ 100 4.40% 12/28/18 $ 0 $ 1,430,668 $ 1,430,668
MISSOURI
$ 6,700,000 Independence, MO, IDA RV, Groves &
Graceland Project, Series A,
Credit Local de France, LOC 3.25% 11/1/27 $ 0 $ 6,700,000 $ 6,700,000
1,300,000 Kansas City, MO, IDA RV, Ewing
Marion Kauffman, Series A 3.30 4/1/27 0 1,300,000 1,300,000
13,975,000 Kansas City, MO, IDA, MFHR Bonds,
Coach House II Project, GTD by
Principal Mutual Life Insurance 3.20 12/1/15 0 13,975,000 13,975,000
2,200,000 Kansas City, MO, IDA, MFHR Bonds,
JC Nichols Co. Project, GTD by
Principal Mutual Life Insurance 3.20 5/1/15 0 2,200,000 2,200,000
1,250,000 Missouri State Health & Educational
Facilities Authority Revenue
Christian Health Services
Series A 3.05 11/1/19 1,250,000 0 1,250,000
5,000,000 Missouri State HEHFA Anticipation
Notes, Series E 4.25 4/7/99 0 5,008,890 5,008,890
900,000 Missouri State HEHFA Anticipation
Notes, Series H 4.25 4/7/99 0 901,600 901,600
8,190,000 Missouri State HEHFA RV, St.
Francis Medical Center,
Series A, Credit Local de
France, LOC 3.25 6/1/26 0 8,190,000 8,190,000
$ 1,250,000 $ 38,275,490 $ 39,525,490
MONTANA
$ 7,200,000 Montana State Board of Investments,
Municipal Finance Construction
RV, Intercap Program 3.60% 3/1/09 $ 0 7,208,438 7,208,438
10,000,000 Montana State Board of Investments,
Municipal Finance Construction
RV, Intercap Program 3.60 3/1/18 0 10,000,000 10,000,000
$ 0 17,208,438 17,208,438
NEBRASKA
$ 1,980,000 Nebraska Investment Financial
Authority RV, Catholic Health
Initiatives, Series A 4.25% 12/1/98 $ 0 $ 1,980,000 $ 1,980,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-66
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL
TAX-FREE MONEY MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
1,900,000 Norfolk, NE, IDR Bonds, Supervalu
Inc. Project, Wachovia Bank of
Georgia, LOC 3.30 11/1/14 0 1,900,000 1,900,000
$ 0 $ 3,880,000 $ 3,880,000
NEVADA
$ 6,500,000 Clark County, NV, GO Bonds, FGIC
insured 6.90% 9/1/99 $ 0 $ 6,679,391 $ 6,679,391
3,775,000 Henderson, NV, Health Care
Facilities RV, PT 134, AMBAC
insured 3.35 7/1/20 0 3,775,000 3,775,000
5,000,000 Nevada State Trust Receipts, GO
Bonds, Series 36 D 3.45 11/1/25 0 5,000,000 5,000,000
$ 0 $ 15,454,391 $ 15,454,391
NEW JERSEY
$ 9,800,000 Hudson County, NJ, COP,
Correctional Facilities, BIG
insured, P/R 12/1/98 @ 102 7.60% 12/1/21 $ 0 $ 9,996,000 $ 9,996,000
2,400,000 New Jersey State Educational
Facilities Authority RV, Series
SG 48, MBIA insured 3.25 7/1/26 0 2,400,000 2,400,000
$ 0 $ 12,396,000 $ 12,396,000
NEW MEXICO
$ 2,500,000 Bloomfield, NM, GO Bonds, Series A,
La Salle National Bank, LOC 3.35% 11/15/10 $ 0 $ 2,500,000 $ 2,500,000
2,760,000 Espanola, NM, Health Care RV,
Series A, La Salle National
Bank, LOC 3.35 11/15/10 0 2,760,000 2,760,000
7,995,000 Farmington, NM, PCR RV 3.35 12/1/16 0 7,995,000 7,995,000
1,000,000 New Mexico State Severance Tax RV,
Series B 5.00 7/1/99 0 1,007,475 1,007,475
1,735,000 Silver City, NM, GO Bonds, Series
A, La Salle National Bank, LOC 3.35 11/15/10 0 1,735,000 1,735,000
$ 0 $ 15,997,475 $ 15,997,475
NEW YORK
$ 9,700,000 Allegany-Limestone, NY, GO Bonds,
Century SD 4.00% 1/29/99 $ 0 $ 9,704,672 $ 9,704,672
16,235,000 Long Island, NY, Power Authority
RV, New York Electrical System 3.35 12/1/11 0 16,235,000 16,235,000
11,340,000 Long Island, NY, Power Authority
RV, New York Electrical System 3.35 12/1/12 0 11,340,000 11,340,000
8,600,000 Long Island, NY, Power Authority
RV, New York Electrical System 3.35 12/1/13 0 8,600,000 8,600,000
3,500,000 New York NY GO 2.95 2/15/26 3,500,000 0 3,500,000
1,500,000 New York NY GO 2.90 2/15/26 1,500,000 0 1,500,000
1,000,000 New York NY GO 2.90 11/15/19 1,000,000 0 1,000,000
6,995,000 New York State Dormitory Authority
RV, Floater Trusts 3.30 5/15/15 0 6,995,000 6,995,000
8,425,000 New York State Dormitory Authority
RV, Floater Trusts 3.30 2/15/28 0 8,425,000 8,425,000
11,335,000 New York State Dormitory Authority
RV, Floater Trusts 3.30 8/1/32 0 11,335,000 11,335,000
12,050,000 New York State Dormitory Authority
RV, Floater Trusts, AMBAC insured 3.40 7/1/25 0 12,050,000 12,050,000
5,200,000 New York State Dormitory Authority,
Municipal Securities Receipts
RV, Series CMC1B 3.20 2/15/08 0 5,200,000 5,200,000
3,900,000 New York State Dormitory Authority,
Municipal Securities Receipts
RV, Series CMC2A 3.20 2/1/06 0 3,900,000 3,900,000
3,900,000 New York State Dormitory Authority,
Municipal Securities Receipts
RV, Series CMC2B 3.20 2/1/07 0 3,900,000 3,900,000
3,000,000 New York State Government Assistance 2.95 4/1/23 3,000,000 0 3,000,000
2,500,000 New York State Local Government
Assistance Corp., RV, Series SG
99, AMBAC insured 3.30 4/1/11 0 2,500,000 2,500,000
3,130,000 New York State Medical Care
Facilities Finance Agency,
Health Care RV 3.30 2/15/27 0 3,130,000 3,130,000
6,620,000 New York State Medical Care
Facilities Finance Agency,
Health Care RV, FHA insured,
mandatory put 12/3/98 @ 100 3.90 2/15/05 0 6,620,000 6,620,000
6,545,000 New York State Medical Care
Facilities Finance Agency,
Health Care RV, FHA insured,
mandatory put 12/3/98 @ 100 3.90 2/15/05 0 6,545,000 6,545,000
8,960,000 New York State Medical Care
Facilities Finance Agency,
Health Care RV, mandatory put
12/3/98 @100 3.90 2/1/13 0 8,960,000 8,960,000
9,995,000 New York State, Development RV,
Urban Development Corp., Series
PT 147, Hypo Bayersche Bank, LOC 3.30 7/1/16 0 9,995,000 9,995,000
60,000,000 New York, NY, Series A78 2.90 4/13/99 0 60,000,000 60,000,000
3,895,000 New York, NY, Series PA 278 3.40 8/1/12 0 3,895,000 3,895,000
11,985,000 New York, NY, Series PT 1038 3.35 8/1/16 0 11,985,000 11,985,000
1,000,000 Suffolk County NY IDA 2.70 2/1/07 1,000,000 0 1,000,000
3,325,000 Triborough Bridge & Tunnel
Authority, NY, Transportation
RV, PA 200 3.30 1/1/12 0 3,325,000 3,325,000
$ 10,000,000 $ 214,639,672 $ 224,639,672
NORTH CAROLINA
$ 600,000 North Carolina CP 3.60% 1/4/99 $ 600,000 $ 0 $ 600,000
2,000,000 North Carolina CP 3.35 12/1/98 2,000,000 0 2,000,000
250,000 North Carolina CP 3.15 6/1/22 250,000 0 250,000
3,000,000 Person County, NC, Industrial
Facilities & Pollution Control
Financing Authority, PCR Bonds,
GTD by Carolina Power & Light Co. 3.25 11/1/19 0 3,000,000 3,000,000
2,000,000 Wake County GO 3.25 9/1/15 2,000,000 0 2,000,000
$ 4,850,000 $ 3,000,000 $ 7,850,000
NORTH DAKOTA
$ 1,500,000 Bismarck, ND, IDR Bonds, Supervalu
Inc. Project, Wachovia Bank &
Trust, LOC 3.30% 4/1/09 $ 0 $ 1,500,000 $ 1,500,000
OHIO
$ 6,700,000 Cincinnati, OH, GO Notes 4.38% 12/1/99 0 6,791,940 6,791,940
1,650,000 Erie County, OH, GO Bonds 4.25 6/1/99 0 1,653,957 1,653,957
1,000,000 Franklin County, OH, Convention
Facilities Authority Tax &
Lease RV 6.70 12/1/99 0 1,036,649 1,036,649
5,200,000 Hamilton County, OH, IDR Bonds,
Community Urban Redevelopment
Project, National Westminster,
LOC 3.15 10/15/12 0 5,200,000 5,200,000
1,000,000 Ohio State Air Quality Control CP 3.55 1/7/99 1,000,000 0 1,000,000
10,000,000 Ohio State Water Development
Authority, PCR Bonds, First
National Bank of Chicago, LOC,
mandatory put 1/29/99 @ 100 3.20 10/1/28 0 10,000,000 10,000,000
4,400,000 Wooster, OH, IDR Bonds, Allen Group
Inc., NBD, LOC 3.40 12/1/10 0 4,400,000 4,400,000
1,000,000 Worthington, OH, GO Bonds, City SD,
FGIC insured 3.65 12/1/98 0 1,000,000 1,000,000
$ 1,000,000 $ 30,082,546 $ 31,082,546
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-67
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL
TAX-FREE MONEY MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
OKLAHOMA
$ 2,615,000 Oklahoma County, OK, Finance
Authority, IDR Bonds, Perrine
Office Project, FGIC insured 3.20% 12/1/14 $ 0 $ 2,615,000 $ 2,615,000
2,625,000 Oklahoma County, OK, IDR Bonds,
Carbon Office, FGIC insured 3.20 12/1/14 0 2,625,000 2,625,000
$ 0 5,240,000 5,240,000
OREGON
$ 9,350,000 Klamath Falls, OR, Electric RV,
Salt Caves Hydroelectric,
mandatory put 5/3/99 @ 100 3.80% 5/1/23 $ 0 $ 9,355,565 $ 9,355,565
1,225,000 Multnomah County OR COP 6.50 12/15/98 1,225,502 0 1,225,502
1,000,000 Multnomah County OR School
District #1J 6.60 12/15/98 1,000,397 0 1,000,397
7,100,000 Oregon State HEHFA RV, Quatama
Crossing Housing Project, U.S.
Bank N.A., LOC 3.10 1/1/31 0 7,100,000 7,100,000
$ 2,225,899 $ 16,455,565 $ 18,681,464
PENNSYLVANIA
$11,600,000 Allegheny County, PA, IDR Bonds,
Longwood at Oakmont Inc.,
Dresdner Bank AG, LOC 3.25% 7/1/27 $ 0 $ 11,600,000 $ 11,600,000
9,000,000 Allegheny County, PA, PCR Bonds 3.30 1/22/99 0 9,000,000 9,000,000
1,000,000 Berks County, PA, IDR Bonds, GTD by
CNA Insurance 3.25 7/1/16 0 1,000,000 1,000,000
1,100,000 Butler County, PA, IDA, PCR Bonds,
Pennzoil Co. Project, Mellon
Bank, LOC 3.45 12/1/12 0 1,100,000 1,100,000
5,245,000 Chartiers Valley, PA, Industrial &
Commercial Development
Authority, IDR Bonds, GTD by
ADP, Inc. 4.30 11/15/17 0 5,245,000 5,245,000
28,400,000 Harrisburg, PA, Authority RV,
Adjusted PA Pool Financing Fund 3.30 7/1/21 0 28,400,000 28,400,000
2,590,000 Pennsylvania Intergovernmental
Cooperative Authority, Special
Tax RV, MBIA insured 3.25 6/15/23 0 2,590,000 2,590,000
5,500,000 Quakertown, PA, Health Care RV,
Hospital Group Pooled Financing,
PNC Bank, LOC 3.25 7/1/05 0 5,500,000 5,500,000
4,100,000 Quakertown, PA, Health Care RV,
Hospital Group Pooled Financing,
Series A, PNC Bank, LOC 3.25 7/1/26 0 4,100,000 4,100,000
$ 0 $ 68,535,000 $ 68,535,000
PUERTO RICO
$ 2,000,000 Puerto Rico Highway 2.75% 7/1/28 $ 2,000,000 $ 0 $ 2,000,000
SOUTH CAROLINA
$20,700,000 Piedmont, SC, Municipal Power
Agency Electric RV, Series B,
MBIA insured 3.10% 1/1/19 $ 0 $ 20,700,000 $ 20,700,000
1,500,000 South Carolina Educational Revenue 3.10 10/1/26 1,500,000 0 1,500,000
4,485,000 South Carolina Housing Finance &
Development Authority, Mortgage
RV, Series A, mandatory put
7/1/99 @ 100 3.65 7/1/32 0 4,485,000 4,485,000
400,000 South Carolina Jobs 3.15 11/1/25 400,000 0 400,000
2,000,000 South Carolina State GO Bonds 6.40 2/1/99 0 2,011,188 2,011,188
2,865,000 South Carolina State Public Service
Authority Revenue 4.00 1/1/99 2,865,918 0 2,865,918
8,355,000 South Carolina State Public Service
Authority RV, Series SG-2, MBIA
insured 3.30 7/1/21 0 8,355,000 8,355,000
5,855,000 South Carolina State Public Service
Authority, Utilities RV, FGIC
insured 3.30 1/1/23 0 5,855,000 5,855,000
1,000,000 York County, SC, PCR Bonds, CFC
insured 3.55 8/15/14 0 1,000,000 1,000,000
$ 4,765,918 $ 42,406,188 $ 47,172,106
TENNESSEE
$ 1,200,000 Memphis TN GO 3.30% 8/1/07 $ 1,200,000 $ 0 $ 1,200,000
2,235,000 Memphis, TN, Capital Outlay GO Notes 5.50 7/1/99 0 2,258,572 2,258,572
1,600,000 Metro Nashville TN GO 3.20 9/1/06 1,600,000 0 1,600,000
1,095,000 Shelby County, TN, GO Bonds, ETM,
USG COLL 6.00 3/1/99 0 1,101,059 1,101,059
$ 2,800,000 $ 3,359,631 $ 6,159,631
TEXAS
$ 1,100,000 Bexar County, TX, MFHR Bonds,
Creightons Mill Development
Project, Series A, GTD by New
England Mutual Life Insurance Co. 3.25% 8/1/06 $ 0 $ 1,100,000 $ 1,100,000
4,950,000 Bexar County, TX, MFHR Bonds, Park
Hill Development Project, Series
B, GTD by New England Mutual
Life Insurance Co. 3.25 6/1/05 0 4,950,000 4,950,000
500,000 Brazos River TX Authority 3.45 3/1/26 500,000 0 500,000
2,500,000 Brazos River TX Higher Education AMT 3.15 6/1/23 2,500,000 0 2,500,000
1,000,000 Gulf Coast TX CP 3.50 12/9/98 1,000,000 0 1,000,000
3,500,000 Gulf Coast TX CP 3.50 12/9/98 3,500,000 0 3,500,000
15,000,000 Harris County, TX, Health Care
Facilities RV, mandatory put
12/1/98 @ 100 3.60 12/1/25 0 15,000,000 15,000,000
5,290,000 Harris County, TX, Housing Finance
Corp., MFHR Bonds, Arbor II Ltd.
Project, Guardian Savings &
Loan, LOC, 3.05% V/R, 10/1/05,
optional PUT 1/15/99 @ 100 3.05 10/1/05 0 5,290,000 5,290,000
3,770,000 Houston, TX, Water & Sewer Systems
RV, Municipal Trust Receipts,
Series SG 120, FGIC insured 3.30 12/1/23 0 3,770,000 3,770,000
3,300,000 Sabine River TX AMT 3.35 3/1/26 3,300,000 0 3,300,000
1,000,000 Sabine River, TX, IDA RV, CFC
insured 3.55 8/15/14 0 1,000,000 1,000,000
8,155,000 Tarrant County, TX, Housing Finance
Corp., MFHR Bonds, Bear Creek
Apartments Inc., KBC Bank N.V.,
LOC 3.20 11/1/07 0 8,155,000 8,155,000
920,000 Tarrant County, TX, MFHR Bonds,
SF Apartments Project, Suntrust
Bank, LOC 3.20 11/1/17 0 920,000 920,000
10,000,000 Texas Municipal Gas Corp., Gas
Reserve RV, FSA insured 3.15 1/15/23 0 10,000,000 10,000,000
2,420,000 Texas Municipal Power Agency, Power
RV, FGIC insured, USG COLL, P/R
9/1/99 @ 102 7.00 9/1/02 0 2,534,110 2,534,110
3,000,000 Texas State Department of Housing
and Community Affairs, SFM RV,
Series PT 136, MBIA insured 3.35 3/1/17 0 3,000,000 3,000,000
10,000,000 Texas State GO Notes, Series A55,
GTD by National Westminster Bank 3.70 8/31/99 0 10,000,000 10,000,000
$ 10,800,000 $ 65,719,110 $ 76,519,110
UTAH
$ 4,240,000 Davis County, UT, MFHR Bonds, Fox
Creek Apartments, Series A 3.25% 7/15/27 $ 0 $ 4,240,000 $ 4,240,000
3,140,000 Jordan, UT, SD GO Bonds, GTD by
School Board 5.00 6/15/99 0 3,174,063 3,174,063
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-68
<PAGE>
WELLS FARGO FUNDS - NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH NATIONAL
TAX-FREE MONEY MARKET FUND AND NORWEST MUNICIPAL MONEY MARKET FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
NATIONAL TAX-FREE NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY MARKET MUNICIPAL MONEY PRO FORMA
INTEREST MATURITY FUND MARKET FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUES(b)(d) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
2,500,000 Utah State CP 3.35 12/9/98 2,500,000 0 2,500,000
$ 2,500,000 $ 7,414,063 $ 9,914,063
VIRGINIA
$12,500,000 Harrisonburg, VA, MFHR Bonds,
Rolling Brook Village
Apartments, Series A, Guardian
Savings & Loan, LOC, mandatory
put 2/1/99 @ 100 3.70% 2/1/26 $ 0 $ 12,500,000 $ 12,500,000
3,500,000 Virginia College 3.45 1/1/31 3,500,000 0 3,500,000
2,000,000 Virginia State Public School
Authority, School Finance RV 4.25 8/1/99 0 2,016,249 2,016,249
$ 3,500,000 $ 14,516,249 $ 18,016,249
WASHINGTON
$ 5,800,000 Port Seattle, WA, IDR Bonds, Sysco
Food Services Project 3.25% 11/1/25 $ 0 $ 5,800,000 $ 5,800,000
2,500,000 Seattle, WA, IDR Bonds, Longview
Fibre Co. 3.30 1/1/03 0 2,500,000 2,500,000
815,000 Washington State GO 5.75 7/1/99 824,662 0 824,662
3,380,000 Washington State Health Care
Facilities Authority RV,
Catholic Health Initiatives,
Series B, MBIA insured 4.25 12/1/98 0 3,380,000 3,380,000
2,205,000 Washington State Health Care
Facilities Authority RV,
Children's Hospital & Regional
Medical Center, FSA insured 4.00 10/1/99 0 2,222,936 2,222,936
3,315,000 Washington State HFA, Community
Nonprofit Housing RV, Crista
Ministries, U.S. Bank N.A., LOC 3.20 7/1/11 0 3,315,000 3,315,000
7,900,000 Washington State Public Power
Supply System, Power RV, Nuclear
Project #1, Series CMC2 3.30 7/1/07 0 7,900,000 7,900,000
9,900,000 Washington State Public Power
Supply System, Power RV, Nuclear
Project #2, AMBAC insured 3.30 7/1/07 0 9,900,000 9,900,000
4,635,000 Washington State Public Power
Supply System, Power RV, Nuclear
Project #3, BIG insured, COLL,
P/R 7/1/99 @ 100 6.00 7/1/18 0 4,710,794 4,710,794
1,000,000 Washington State Public Power
Supply System, Power RV, Nuclear
Project #3, Series 13, MBIA insured 3.30 7/1/15 0 1,000,000 1,000,000
$ 824,662 $ 40,728,730 $ 41,553,392
WISCONSIN
$ 1,000,000 Beloit & Rock Counties, WI, IDR
Bonds, GTD by CPC International 5.12% 4/1/19 $ 0 $ 1,000,000 $ 1,000,000
1,405,000 Johnson Controls, Inc., Other RV,
Grantor Trust, Wachovia Corp.,
LOC 4.40 10/1/01 0 1,405,000 1,405,000
2,500,000 Kenosha, WI, TRAN 4.00 6/30/99 0 2,504,885 2,504,885
6,535,000 Kenosha, WI, TRAN, SD #1 3.38 9/28/99 0 6,535,000 6,535,000
1,060,000 Milwaukee, WI, IDR Bonds, Longview
Fibre Co. Project 3.30 1/1/03 0 1,060,000 1,060,000
12,000,000 Oshkosh, WI, Area SD TRAN 4.00 8/24/99 0 12,038,373 12,038,373
10,000,000 Racine, WI, United SD TRAN 4.00 7/7/99 0 10,024,904 10,024,904
10,000,000 Wausau, WI, IDR Bonds, Joint
Venture Partnership, U.S. Bank
N.A., LOC 3.10 10/1/02 0 10,000,000 10,000,000
7,100,000 Wisconsin State HEHFA RV, Alverno
College Project, Allied Irish
Bank, LOC 3.30 11/1/17 0 7,100,000 7,100,000
3,475,000 Wisconsin State HEHFA RV, Series
PA 183, MBIA Insured 3.30 8/15/98 0 3,475,000 3,475,000
$ 0 $ 55,143,162 $ 55,143,162
WYOMING
$ 1,000,000 Green River, WY, PCR Bonds, Allied
Corp. Project, GTD by Allied
Signal Corp. 3.30% 12/1/12 $ 0 $ 1,000,000 $ 1,000,000
4,260,000 Uinta County WY PCR 3.25 8/15/20 4,260,000 0 4,260,000
$ 4,260,000 $ 1,000,000 $ 5,260,000
SHORT-TERM INSTRUMENTS
29,613,524 Federated Tax-Free Obligations Fund $ 0 $ 29,613,524 $ 29,613,524
17,000,000 Fidelity Tax Exempt Money Market
Fund 0 17,000,000 17,000,000
514,778 Provident Municipal Fund 0 514,778 514,778
$ 0 $ 47,128,302 $ 47,128,302
COMMERCIAL PAPER
13,600,000 City of Austin TX CP $ 0 $ 13,600,000 $ 13,600,000
14,200,000 Hospital Board FL CP 0 14,200,000 14,200,000
$ 0 $ 27,800,000 $ 27,800,000
INVESTMENTS IN SECURITIES PRIOR
TO PRO FORMA ADJUSTMENTS $ 90,560,966 $1,316,241,190 $1,406,802,156
PRO FORMA ADJUSTMENTS
To Securities at Market Value $(58,706,367) $ (42,261,328)(d) $ (100,967,695)
TOTAL INVESTMENTS IN SECURITIES $ 31,854,599 $1,273,979,862 $1,305,834,461
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the
Funds are Merged.
(b) See historical financial statements
and footnotes thereto of each of the Funds regarding
valuation of securities.
(c) The Institutional Class shares
of the Stagecoach National Tax-Free Money Market Fund
comprise 35.2% of the Fund. (d) The Institutional Class
shares of the Norwest Advantage Municipal Money Market Fund
comprise 96.8% of the Fund.
(d) The Institutional Class shares
of the Norwest Advantage Municipal Money Market Fund comprise
96.8% of the Fund.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-69
<PAGE>
WELLS FARGO FUNDS - TREASURY PLUS INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
NORWEST STAGECOACH
ADVANTAGE TREASURY PLUS
TREASURY PLUS MONEY MARKET PRO FORMA PRO FORMA
FUND FUND ADJUSTMENTS (b) COMBINED
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $ 9,874 $ 2,223,029,863 $(1,117,084,974) $ 1,105,954,763
Cash 0 2,120,597 (1,065,612) 1,054,985
Receivables:
Dividends and Interest 1,018 7,722,392 (3,880,545) 3,842,865
Investment securities sold 33,415,244 0 33,415,244
Organization expenses, net of amortization 0 46,410 (23,321) 23,089
Prepaid expenses 0 35,180 (17,679) 17,501
TOTAL ASSETS 33,426,136 2,232,954,442 1,144,308,447
LIABILITIES
Payables:
Distribution to shareholders 21,752 7,459,495 (3,748,438) 3,732,809
Due to distributor 263,348 (132,334) 131,014
Due to advisor 381 738,029 (370,864) 367,546
Other 4,900 295,693 (148,587) 152,006
TOTAL LIABILITIES 27,033 8,756,565 4,383,375
TOTAL NET ASSETS $ 33,399,103 $ 2,224,197,877 $ 1,139,925,072
Net assets consist of:
Paid-in capital $ 33,398,649 $ 2,224,193,644 $(1,117,669,781) $ 1,139,922,512
Undistributed net realized gain (loss)
on investments 454 4,233 (2,127) 2,560
TOTAL NET ASSETS $ 33,399,103 $ 2,224,197,877 $ 1,139,925,072
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net Assets - Administrative Class $ 110,453,559 $ (110,453,559) (c)
Shares outstanding - Administrative Class 110,438,900 (110,438,900) (c)
Net asset value and offering price per
share - Administrative Class $ 1.00
Net Assets - Institutional Class $ 513,211,631 $ 513,211,631
Shares outstanding - Institutional Class 513,347,732 513,347,732
Net asset value and offering price per
share - Institutional Class $ 1.00 $ 1.00
Net Assets - Service Class $ 33,399,103 $ 482,860,779 $ 110,453,559 (c) $ 626,713,441
Shares outstanding - Service Class 33,398,649 482,877,097 110,438,900 (c) 626,714,646
Net asset value and offering price per
share - Service Class $ 1.00 $ 1.00 $ 1.00
INVESTMENT AT COST $ 9,874 $ 2,223,029,863 $(1,117,084,974) $ 1,105,954,763
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-70
<PAGE>
WELLS FARGO FUNDS - TREASURY PLUS INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
NORWEST STAGECOACH
ADVANTAGE TREASURY PLUS
TREASURY PLUS MONEY MARKET PRO FORMA PRO FORMA
FUND (f) FUND (a) ADJUSTMENTS (b) COMBINED
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 219,687 $ 118,223,832 $ 118,443,519
TOTAL INVESTMENT INCOME 219,687 118,223,832 118,443,519
EXPENSES
Advisory fees 8,883 5,454,458 (4,364,975) (d) 1,098,366
Administration fees 4,442 1,489,801 153,306 (d) 1,647,549
Custody fees 888 364,362 (145,577) (d) 219,673
Shareholder serv fees 0 4,262,498 (2,778,135) (d) 1,484,363
Portfolio accounting fees 16,419 497,853 (434,272) (d) 80,000
Transfer agency fees 11,104 1,659,314 (1,621,688) (d) 48,730
Distribution fees 0 100,013 (100,013) (d) 0
Organization costs 0 25,215 0 25,215
Legal and audit fees 8,022 162,302 (103,749) (d) 66,575
Registration fees 1,925 239,262 0 241,187
Directors' fees 32 3,817 2,580 (d) 6,429
Shareholder reports 5 56,515 (31,211) (d) 25,309
Other 414 96,933 (51,186) (d) 46,161
TOTAL EXPENSES 52,134 14,412,343 4,989,557
Less:
Waived fees and reimbursed expenses fees (29,926) (3,479,164) 2,512,313 (e) (996,777)
NET EXPENSES 22,208 10,933,179 3,992,780
NET INVESTMENT INCOME (LOSS) 197,479 107,290,653 114,450,739
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale of investments 454 126,995 127,449
Net change in unrealized appreciation
(depreciation) of investments (7,757) (7,757)
NET GAIN (LOSS) ON INVESTMENTS 454 119,238 119,692
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 197,933 $ 107,409,891 $ 114,570,431
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Administrative, Institutional, and Service Classes of the Stagecoach
Treasury Plus Money Market Fund and Servic eClass of the Norwest Advantage
Treasury Plus Fund are meerging to form the Wells Fargo Treasury Plus
Institutional Money Market Fund, historical accounting data from the
Stagecoach Treasury Plus Money Market Fund will be kept.
(a) Information shown prior to December 12, 1997, is for the Stagecoach
Treasury Plus Money Market Fund which merged with the Overland U.S.
Treasury Money Market Fund on December 12, 1997.
(b) The Administrative Class, Institutional Class, and Service Class shares of
the StagecoachTreasury Plus Money Market Fund comprise 49.7% of the Fund's
net assets. The remaining 50.3% of the Funds net assets represent
Class A and Class E share of the Stagecoach Treasury Plus Money Market
Fund. Such Class A and Class E shares will be exchanged for respective
shares of a different fund in a separate reorganization. Accordingly the
net assets attributable to Class A and Class E shares have been removed as
an adjustment for purposes of this pro forma financial statement.
(c) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(d) Reflects adjustment in expenses due to elimination of duplicate services
or effect of purposed contract rate.
(e) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
(f) This Fund commenced operations on July 6, 1998.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-71
<PAGE>
WELLS FARGO FUNDS - TREASURY PLUS INSTITUTIONAL MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH TREASURY PLUS MONEY MARKET
FUND AND NORWEST ADVANTAGE TREASURY PLUS FUND(a)
<TABLE>
<CAPTION>
NORWEST
STAGECOACH ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 TREASURY PLUS TREASURY PLUS PRO FORMA
INTEREST MATURITY MONEY MARKET FUND FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b)(c) VALUE(b) VALUE (b)
<S> <C> <C> <C> <C> <C> <C>
U.S. TREASURY SECURITIES
U.S. TREASURY NOTES
$ 30,000,000 U.S. Treasury Notes 5.88% 8/31/99 $ 30,154,264 $ 0 $ 30,154,264
44,640,000 U.S. Treasury Notes 6.38 1/15/99 44,694,071 0 44,694,071
25,000,000 U.S. Treasury Notes 7.00 4/15/99 25,135,029 0 25,135,029
60,000,000 U.S. Treasury Notes 6.38 7/15/99 60,347,854 0 60,347,854
84,635,000 U.S. Treasury Notes 6.50 4/30/99 84,964,301 0 84,964,301
50,000,000 U.S. Treasury Notes 6.75 6/30/99 50,592,635 0 50,592,635
49,775,000 U.S. Treasury Notes 6.25 3/31/99 49,896,205 0 49,896,205
69,300,000 U.S. Treasury Notes 6.38 4/30/99 69,524,413 0 69,524,413
60,000,000 U.S. Treasury Notes 6.00 6/30/99 60,557,361 0 60,557,361
$ 475,866,133 $ 0 $ 475,866,133
U.S. TREASURY BILLS
$ 100,000,000 U.S. Treasury Bills 4.38% 2/11/99 $ 99,120,000 $ 0 99,120,000
50,000,000 U.S. Treasury Bills 4.51 5/27/99 48,909,729 0 48,909,729
$ 148,029,729 $ 0 $ 148,029,729
TOTAL U.S. TREASURY SECURITIES $ 623,895,862 $ 0 $ 623,895,862
REPURCHASE AGREEMENTS
NationsBanc Montgomery
Securities, Inc.,to
$ 9,874 be repurchased at $9,875 5.30% 12/1/98 $ 0 $9,874 $ 9,874
Goldman Sachs Pooled Repurchase
Agreement - 102% Collateralized
316,178,000 by U.S. Government Securities 5.25 12/1/98 316,178,000 0 316,178,000
HSBC Securities Incorporated
Repurchase Agreement - 102%
Collateralized by U.S.
443,968,000 Government Securities 5.15 12/1/98 443,968,000 0 443,968,000
JP Morgan Securities Incorporated
Repurchase Agreement - 102%
Collateralized by U.S.
397,323,000 Government Securities 5.15 12/1/98 397,323,000 0 397,323,000
Morgan Stanley & Company
Repurchase Agreement - 102%
Collateralized by U.S.
441,665,000 Government Securities 5.23 12/1/98 441,665,000 0 441,665,000
$ 1,599,134,000 $9,874 $ 1,599,143,874
INVESTMENTS IN SECURITIES PRIOR TO
PRO FORMA ADJUSTMENTS $ 2,223,029,862 $9,874 $ 2,223,039,736
PRO FORMA ADJUSTMENTS (c)
To Securities at Market Value $(1,117,084,973) $ 0 $(1,117,084,973)
TOTAL INVESTMENTS IN SECURITIES $ 1,105,944,889 $9,874 $ 1,105,954,763
</TABLE>
(a) Due to different investment objectives, certain of
these securities may be sold by the Investment Manager
once the Funds are Merged.
(b) See historical financial statements and footnotes
thereto of each of the Funds regarding valuation of
securities.
(c) The Administrative Class, Institutional Class and
Service Class shares of the Treasury Plus Money Market
Fund comprise 49.7% of the Fund.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-72
<PAGE>
WELLS FARGO FUNDS - GOVERNMENT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - NOVEMBER 30, 1998
<TABLE>
<CAPTION>
STAGECOACH
GOVERNMENT NORWEST
MONEY MARKET ADVANTAGE U.S. PRO FORMA PRO FORMA
FUND GOVERNMENT FUND ADJUSTMENTS COMBINED
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value
(see cost below) $ 69,854,936 $ 2,633,930,266 $ 2,703,785,202
Cash 74,290 0 74,290
Receivables:
Dividends and Interest 266,506 10,097,194 10,363,700
Prepaid expenses 1,115 0 1,115
TOTAL ASSETS 70,196,847 2,644,027,460 2,714,224,307
LIABILITIES
Payables:
Cash overdraft due to custodian 0 10,379,140 10,379,140
Distribution to shareholders 244,567 9,594,614 9,839,181
Due to distributor 50,079 286,065 336,144
Due to advisor 15,153 937,970 953,123
Other 41,391 5,216 46,607
TOTAL LIABILITIES 351,190 21,203,005 21,554,195
TOTAL NET ASSETS $ 69,845,657 $ 2,622,824,455 $ 2,692,670,112
Net assets consist of:
Paid-in capital $ 69,845,477 $ 2,622,876,720 $ 2,692,722,197
Undistributed net investment income (loss) 0 (56,270) (56,270)
Undistributed net realized gain (loss)
on investments 180 4,005 4,185
TOTAL NET ASSETS $ 69,845,657 $ 2,622,824,455 $ 2,692,670,112
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 69,845,657 $ 69,845,657
Shares outstanding - Class A 69,846,691 69,846,691
Net asset value and offering price per
share - Class A $ 1.00 $ 1.00
Net assets - Service Class $ 2,622,824,455 $ 2,622,824,455
Shares outstanding - Service Class 2,622,920,232 2,622,920,232
Net assets value and offering price per
share - Service Class $ 1.00 $ 1.00
INVESTMENT AT COST $ 69,854,936 $ 2,633,930,266 $ 2,703,785,202
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-73
<PAGE>
WELLS FARGO FUNDS - GOVERNMENT MONEY MARKET FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED NOVEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
STAGECOACH
GOVERNMENT NORWEST
MONEY MARKET ADVANTAGE U.S. PRO FORMA PRO FORMA
FUND GOVERNMENT FUND ADJUSTMENTS COMBINED
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 3,875,036 $ 138,210,049 $ 142,085,085
TOTAL INVESTMENT INCOME 3,875,036 138,210,049 142,085,085
EXPENSES
Advisory fees 175,686 3,414,336 5,447,213 (a) 9,037,235
Administration fees 47,889 2,511,944 1,313,268 (a) 3,873,101
Custody fees 11,736 266,194 238,483 (a) 516,413
Shareholder serv fees 175,686 0 (382)(a) 175,304
Portfolio accounting fees 68,122 68,500 (56,622)(a) 80,000
Transfer agency fees 70,274 6,279,865 (6,189,209)(a) 160,930
Distribution fees 14,902 0 (14,902)(a)
Legal & audit fees 33,315 55,522 (22,209)(a) 66,628
Registration fees 33,216 158,112 0 191,328
Directors' fees 3,853 33,186 (30,610)(a) 6,429
Shareholder reports 29,525 85,390 (11,491)(a) 103,424
Other 9,439 68,009 (3,872)(a) 73,576
TOTAL EXPENSES 673,643 12,941,058 14,284,367
Less:
Waived fees and reimbursed expenses fees (147,503) (298,369) (752,855)(b) (1,198,727)
NET EXPENSES 526,140 12,642,689 13,085,640
NET INVESTMENT INCOME (LOSS) 3,348,896 125,567,360 122,719,581
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of investments 5,410 260,304 265,714
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 3,354,306 $ 125,827,664 $ 122,985,295
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Stagecoach Government Money Market Fund and Norwest Advantage U.S.
Government Fund are merging to form the Wells Fargo Government Money Market
Fund, historical accounting data from the Norwest Advantage U.S. Government
Fund will be kept.
(a) Reflects adjustment in expenses due to elimination of duplicate services or
effect of purposed contract rate.
(b) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-74
<PAGE>
WELLS FARGO FUNDS - GOVERNMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH GOVERNMENT MONEY MARKET FUND,
AND NORWEST ADVANTAGE U.S. GOVERNMENT FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
GOVERNMENT NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY U.S. GOVERNMENT PRO FORMA
INTEREST MATURITY MARKET FUND FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY SECURITIES
FFCB
$ 45,000,000 FFCB 5.65% 1/4/99 $ 0 $ 44,997,511 $ 44,997,511
16,365,000 FFCB 5.30 2/2/99 0 16,355,176 16,355,176
25,000,000 FFCB 5.38 3/2/99 0 24,991,337 24,991,337
12,400,000 FFCB 5.60 5/3/99 0 12,411,258 12,411,258
3,000,000 FFCB 4.74 2/25/99 2,999,654 0 2,999,654
$ 2,999,654 $ 98,755,282 $ 101,754,936
FHLB
$ 5,000,000 FHLB 2.68*% 12/2/98 $ 4,999,257 $ 0 $ 4,999,257
50,000,000 FHLB 5.19 12/7/98 0 50,000,000 50,000,000
25,000,000 FHLB 5.83 12/17/98 0 24,999,551 24,999,551
2,000,000 FHLB 5.83 12/17/98 2,000,055 0 2,000,055
50,000,000 FHLB 4.94 1/22/99 0 49,643,222 49,643,222
4,000,000 FHLB 4.90* 2/12/99 3,960,093 0 3,960,093
8,500,000 FHLB 5.03 2/23/99 0 8,488,699 8,488,699
3,000,000 FHLB 5.57 3/9/99 2,999,984 0 2,999,984
17,000,000 FHLB 5.58 3/11/99 0 17,035,363 17,035,363
28,250,000 FHLB 5.60 3/30/99 0 28,250,000 28,250,000
3,285,000 FHLB 5.51 4/1/99 0 3,292,842 3,292,842
2,000,000 FHLB 5.57 4/7/99 1,999,375 0 1,999,375
50,000,000 FHLB 5.03 4/9/99 0 49,991,165 49,991,165
1,370,000 FHLB 5.63 4/9/99 1,369,498 0 1,369,498
3,000,000 FHLB 4.68* 4/21/99 2,945,598 0 2,945,598
3,650,000 FHLB 6.20 5/14/99 0 3,673,957 3,673,957
12,750,000 FHLB 5.61 6/18/99 0 12,800,317 12,800,317
30,000,000 FHLB 5.51 7/6/99 0 29,987,236 29,987,236
2,000,000 FHLB 5.54 7/13/99 2,009,135 0 2,009,135
1,515,000 FHLB 5.54 7/15/99 1,520,476 0 1,520,476
5,000,000 FHLB 5.01 8/19/99 4,994,273 0 4,994,273
50,000,000 FHLB 4.84 11/12/99 0 49,972,036 49,972,036
25,000,000 FHLB 4.84 11/16/99 0 24,983,221 24,983,221
$ 28,797,744 $ 353,117,609 $ 381,915,353
FHLMC
$100,000,000 FHLMC 4.86% 4/21/99 $ 0 $ 99,977,206 $ 99,977,206
20,590,000 FHLMC 7.13 7/21/99 0 20,883,204 20,883,204
35,000,000 FHLMC 4.96 8/27/99 0 34,963,271 34,963,271
50,000,000 FHLMC 4.76 12/18/98 0 49,887,729 49,887,729
36,450,000 FHLMC 5.08 12/23/98 0 36,336,843 36,336,843
50,000,000 FHLMC 5.04 1/15/99 0 49,685,000 49,685,000
35,000,000 FHLMC 4.80 1/22/99 0 34,757,334 34,757,334
50,000,000 FHLMC 5.01 1/28/99 0 49,596,417 49,596,417
25,000,000 FHLMC 5.00 1/29/99 0 24,795,139 24,795,139
68,766,000 FHLMC 4.75 2/17/99 0 68,036,617 68,036,617
50,000,000 FHLMC 4.94 2/22/99 0 49,431,105 49,431,105
35,000,000 FHLMC 4.89 3/5/99 0 34,552,652 34,552,652
25,000,000 FHLMC 4.83 3/12/99 0 24,661,230 24,661,230
10,000,000 FHLMC 4.82 3/22/99 0 9,851,384 9,851,384
10,000,000 FHLMC 4.82 3/26/99 0 9,846,029 9,846,029
$ 0 $ 597,261,160 $ 597,261,160
FNMA
$ 30,000,000 FNMA 5.25% 1/19/99 $ 0 $ 30,000,000 $ 30,000,000
75,000,000 FNMA 4.79 12/14/98 0 74,870,271 74,870,271
30,000,000 FNMA 5.04 1/8/99 0 29,840,400 29,840,400
13,641,000 FNMA 4.80 2/2/99 0 13,526,416 13,526,416
9,800,000 FNMA 5.33 2/12/99 0 9,805,204 9,805,204
5,000,000 FNMA 5.38 2/12/99 0 4,998,850 4,998,850
10,000,000 FNMA 4.95 2/22/99 0 9,985,193 9,985,193
4,000,000 FNMA 5.15* 2/25/99 3,950,789 0 3,950,789
75,000,000 FNMA 4.50 4/1/99 0 73,865,625 73,865,625
50,000,000 FNMA 5.03 4/9/99 0 49,991,165 49,991,165
10,000,000 FNMA 6.42 4/15/99 0 10,051,993 10,051,993
16,300,000 FNMA 5.63 5/6/99 0 16,299,030 16,299,030
20,000,000 FNMA 5.57 5/7/99 0 19,985,548 19,985,548
5,000,000 FNMA 5.65 5/7/99 0 4,998,468 4,998,468
1,300,000 FNMA 5.27* 5/19/99 1,268,449 0 1,268,449
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-75
<PAGE>
WELLS FARGO FUNDS - GOVERNMENT MONEY MARKET FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH GOVERNMENT MONEY MARKET FUND,
AND NORWEST ADVANTAGE U.S. GOVERNMENT FUND(a)
<TABLE>
<CAPTION>
STAGECOACH
GOVERNMENT NORWEST ADVANTAGE
(UNAUDITED) NOVEMBER 30, 1998 MONEY U.S. GOVERNMENT PRO FORMA
INTEREST MATURITY MARKET FUND FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUE(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY SECURITIES
50,000,000 FNMA 5.01 5/28/99 0 49,978,446 49,978,446
1,300,000 FNMA 5.48 7/9/99 1,299,106 0 1,299,106
1,300,000 FNMA 5.39* 8/4/99 1,253,629 0 1,253,629
10,000,000 FNMA 5.47 8/16/99 0 10,047,294 10,047,294
4,000,000 FNMA 5.02 8/19/99 3,997,898 0 3,997,898
87,500,000 FNMA 5.79 10/12/99 0 87,989,682 87,989,682
25,000,000 FNMA 4.54 4/7/99 0 24,599,598 24,599,598
$ 11,769,871 $ 520,833,183 $ 532,603,054
SLMA
$ 15,510,000 SLMA 5.58% 3/11/99 $ 0 $ 15,509,013 $ 15,509,013
25,000,000 SLMA 5.58 8/11/99 0 24,993,156 24,993,156
7,000,000 SLMA 4.85 11/4/99 6,986,697 0 6,998,667
$ 6,998,667 $ 40,502,169 $ 47,500,836
TOTAL U.S. GOVERNMENT AGENCY
SECURITIES $ 50,565,936 $1,610,469,403 $1,661,035,339
OTHER AGENCY NOTES
$ 50,000,000 Israel Aid 7.13% 8/15/99 $ 0 $ 50,730,785 $ 50,730,785
20,200,000 State of Israel A125 6.00 2/15/99 0 20,212,735 20,212,735
$ 0 $ 70,943,520 $ 70,943,520
CASH MANAGEMENT ACCOUNTS
$ 35,000,000 AIM Short-Term Investment
Government Fund $ 0 $ 35,000,000 $ 35,000,000
COMMERCIAL PAPER
$ 72,073,000 USA Group, Secondary Market
Services, SLMA LOC 5.03% 12/2/98 $ 0 72,062,930 72,062,930
27,525,000 USA Group, Secondary Market
Services, SLMA LOC 5.03 12/4/98 0 27,513,462 27,513,462
$ 0 $ 99,576,392 $ 99,576,392
REPURCHASE AGREEMENTS
$500,000,000 Bear, Stearns & Co., Inc.,
collateralized by U.S. Government
Securities 5.50% 12/1/98 $ 0 $ 500,000,000 $ 500,000,000
9,990,126 NationsBanc Montgomery Securities,
Inc., collateralized by U.S.
Government Securities 5.30% 12/1/98 0 9,990,126 9,990,126
195,450,825 NationsBanc Montgomery Securities,
Inc., collateralized by U.S.
Government Securities 5.50 12/1/98 0 195,450,825 195,450,825
123,251,000 Goldman Sachs Pooled Repurchase
Agreement - 102% Collateralized by
U.S. Government Securities 5.25 12/1/98 10,751,000 0 123,251,000
50,000,000 Goldman Sachs Pooled Repurchase
Agreement - 102% Collateralized by
U.S. Government Securities 5.19 12/1/98 0 50,000,000 50,000,000
62,500,000 Goldman Sachs Pooled Repurchase
Agreement - 102% Collateralized by
U.S. Government Securities 4.85 12/1/98 0 62,500,000 62,500,000
8,538,000 JP Morgan Securities Incorporated
Repurchase Agreement - 102%
Collateralized by U.S. Government
Securities 5.15 12/1/98 8,538,000 0 8,538,000
$ 19,289,000 $ 817,940,951 $ 837,229,951
TOTAL INVESTMENTS IN SECURITIES $ 69,854,936 $2,633,930,266 $2,703,785,202
</TABLE>
(a) Due to different investment objectives, certain of these
securities may be sold by the Investment Manager once the Funds
are Merged.
(b) See historical financial statements and footnotes thereto of
each of the Funds regarding valuation of securities.
* Yield to Maturity.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
(See S-77)
S-76
<PAGE>
WELLS FARGO FUNDS
Notes to Pro Forma Financial Statements (Unaudited)
1. BASIS OF COMBINATION
The accompanying unaudited Pro Forma Combining Portfolio of Investments and
Statement of Assets and Liabilities and the Statement of Operations reflect the
accounts of Norwest Advantage Funds ("Advantage") and Stagecoach Funds, Inc.
("Stagecoach") for the year ended November 30, 1998. These statements have been
derived from the annual and semi-annual reports of Advantage, and the underlying
accounting records of Stagecoach that were utilized in calculating the daily net
asset values for the year ended November 30, 1998.
The pro forma statements give effect to the proposed transfer of the assets and
stated liabilities as follows:
<TABLE>
<CAPTION>
Stagecoach Fund Norwest Advantage Fund Combined Fund
- ------------------------------------ ------------------------------------ --------------------------------------
<S> <C> <C>
Growth Fund ValuGrowth Stock Fund Growth Fund
- ------------------------------------ ------------------------------------ --------------------------------------
Diversified Equity Income Equity Fund Income Equity Fund
- ------------------------------------ ------------------------------------ --------------------------------------
Small Cap Fund
Strategic Growth Fund Small Company Stock Fund Small Cap Fund
- ------------------------------------ ------------------------------------ --------------------------------------
Income Fund
-- Total Return Bond Fund
Performa Strategic Value Bond Fund Income Fund
- ------------------------------------ ------------------------------------ --------------------------------------
U.S. Government Income Fund
U.S. Government Allocation Fund Intermediate Government Income Fund Intermediate Government Income Fund
- ------------------------------------ ------------------------------------ --------------------------------------
Short-Intermediate U.S.
Government Income Fund Limited Term Government Income Fund Limited Term Government Income Fund
- ------------------------------------ ------------------------------------ --------------------------------------
National Tax-Free Fund Tax-Free Income Fund Tax-Free Income Fund
- ------------------------------------ ------------------------------------ --------------------------------------
Prime Money Market Fund
(Administrative, Institutional, and
Service Classes) Cash Investment Fund Cash Investment Money Market Fund
- ------------------------------------ ------------------------------------ --------------------------------------
Prime Money Market Fund (Class A) Ready Cash Fund
Money Market Fund (Investor and Exchange Classes) Prime Investment Money Market Fund
- ------------------------------------ ------------------------------------ --------------------------------------
National Tax-Free Money Market Fund Municipal Money Market Market Fund National Tax-Free Money Fund
(Class A) (Class A) (Class A)
- ------------------------------------ ------------------------------------ --------------------------------------
National Tax-Free Institutional Money
National Tax-Free Money Market Fund Municipal Money Market Fund Market Fund
(Institutional Class) (Service Class) (Institutional and Service Classes)
- ------------------------------------ ------------------------------------ --------------------------------------
Treasury Plus Money Market Fund Treasury Plus Institutional Money
(Administrative, Institutional, and Treasury Plus Fund Market Fund
Service Classes) (Institutional Class) (Institutional, and Service Classes)
- ------------------------------------ ------------------------------------ --------------------------------------
Government Money Market Fund U.S. Government Fund Government Money Market Fund
</TABLE>
Under generally accepted accounting principles, the historical cost of the
investment securities will be carried forward to the surviving entity. The pro
forma combining statements have been prepared based upon the proposed structure
of the new Wells Fargo Funds (the "Funds") utilizing proposed fee data and
historical data of the Stagecoach and Norwest Advantage Funds (the "Predecessor
Funds").
The Pro Forma Combining Portfolio of Investments, Statement of Assets and
Liabilities and Statement of Operations should be read in conjunction with the
historical financial statements of the Predecessor Funds.
S-77
<PAGE>
For the year ended November 30, 1998, the pro forma adjusted investment advisory
fees for the Funds are as follows:
<TABLE>
<CAPTION>
Fund % of Average Daily Net Assets
-------------------------------------------- -----------------------------
<S> <C>
Growth Fund 0.75
Income Equity Fund 0.75
Small Cap Fund 0.90
Income Fund 0.50
Intermediate Government Income Fund 0.50
Limited Term Government Income Fund 0.50
Tax-Free Income Fund 0.40
Cash Investment Money Market Fund 0.10
Prime Investment Money Market Fund 0.40
National Tax-Free Money Market Fund 0.25
National Tax-Free Institutional Money Market 0.10
Fund
Treasury Plus Institutional Money Market Fund 0.10
Government Money Market Fund 0.35
</TABLE>
For the year ended November 30, 1998, the pro forma adjusted administration
fees were computed based on the annual rate of 0.15% of the average daily net
assets of the Funds.
The pro forma adjusted transfer agency fees for the year ended November 30,
1998, were calculated on a per shareholder account basis.
For the year ended November 30, 1998, the pro forma shareholder servicing fees
were computed based on an annual rate of 0.25% for Classes A, B, C and Service,
and 0.10% for the Institutional Class.
For the year ended November 30, 1998, the pro forma custody fees were computed
based on an annual rate of 0.02%.
Stagecoach has adopted Distribution Plans pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, whereby the Distribution Plans for
the Class B and C shares provide that the Funds may pay as reimbursement or
compensation for distribution related services, a monthly fee at an annual rate
of up to 0.75% of the average net assets attributable to the those Classes.
The pro forma adjustments to portfolio accounting and directors' fees reflect
contracts of the Funds.
The pro forma adjustments to legal and audit, registration, and shareholder
reports fees reflect the estimated differences resulting from having a single
entity with a greater level of net assets and number of shareholders, savings
due to economies of scale and decreases in certain expenses duplicated between
the funds.
2. PORTFOLIO VALUATION
Investments in securities in the pro forma financial statements are valued in
accordance with the description of their respective prospectuses.
3. CAPITAL SHARES
S-78
<PAGE>
The Pro Forma Combining Statement of Assets and Liabilities assumes the issuance
or reduction of shares of each of the Predecessor Funds merging into the Funds
as if the reorganization had taken place on November 30, 1998, and is based on
the net asset value of the surviving legal entity. The pro forma number of
shares of each of the consolidated funds is as follows:
<TABLE>
<CAPTION>
Pro Forma
Pro Forma Pro Forma Pro Forma Shares Pro Forma
Shares Shares Shares Outstanding Shares
Outstanding Outstanding Outstanding Institutional Outstanding
Fund Class A Class B Class C Class Service Class
-------------------------------------------- ------------ ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Growth Fund 15,361,055 898,744 -- 28,875,296 --
Income Equity Fund 6.262.981 3,530,248 12,002 32,071,380 --
Small Cap Fund 6,160,119 2,147,740 1,039,759 6,585,331 --
Income Fund 1,341,599 1,329,983 -- 45,412,214 --
Intermediate Government Income Fund 23,688,543 5,429,008 356,415 27,459,185 --
Limited Term Government Income Fund 3,581,329 891,366 -- 16,019,724 --
Tax-Free Income Fund 8,207,698 1,454,614 651,051 29,471,721 --
Cash Investment Money Market Fund -- -- -- 1,169,346,181 7,610,860,732
Prime Investment Money Market Fund 9,456,238,230 1,142,701,428 -- -- --
National Tax-Free Money Market Fund 101,824,210 -- -- -- --
National Tax-Free Institutional Money Market
Fund -- -- -- 32,169,381 1,282,327,994
Treasury Plus Institutional Money Market Fund -- -- -- 513,347,732 626,714,646
Government Money Market Fund 2,692,766,923 -- -- -- --
</TABLE>
4. INVESTMENT OBJECTIVE AND POLICIES
These statements do not reflect the effects of the proposed differing investment
objectives and policies of certain of the Funds.
S-79
<PAGE>
PART C
ITEM 15. INDEMNIFICATION.
Incorporated by reference to Item 25 of Post Effective Amendment No.[ ] to
Registrant's Registration Statement on Form N-1A (File Nos. [333-74295;
811-09253], filed [ , 1999] (accession number [ - - ]).
ITEM 16. EXHIBITS.
(1) Incorporated by reference to Item 23, Exhibit 1 of [ ] Effective Amendment
No.[ ] to Registrant's Registration Statement on Form N-1A (File Nos.
[333-74295; 811-09253], filed [ , 1999] (accession number
[ - - ]).
(2) Incorporated by reference to Item 23, Exhibit 2 of [ ] Effective Amendment
No.[ ] to Registrant's Registration Statement on Form N-1A (File Nos.
[333-74295; 811-09253], filed [ , 1999] (accession number
[ - - ]).
(3) Not applicable.
(4) Agreements and Plans of Reorganization as Filed herewith as Exhibit B to
Part A.
(5) Not Applicable.
(6) Incorporated by reference to Item 23, Exhibits 4(a), (b)(i), and (b)(ii) of
[ ] Effective Amendment No.[ ] to Registrant's Registration Statement on
Form N-1A (File Nos. [333-74295; 811-09253], filed [ , 1999]
(accession number [ - - ]).
(7) Incorporated by reference to Item 23, Exhibit 5(a) and (b) of [ ] Effective
Amendment No.[ ] to Registrant's Registration Statement on Form N-1A (File
Nos. [333-74295; 811-09253], filed [ , 1999] (accession number
[ - - ]).
(8) Not applicable.
(9) Incorporated by reference to Item 23, Exhibit 7 of [ ] Effective Amendment
No.[ ] to Registrant's Registration Statement on Form N-1A (File Nos.
[333-74295; 811-09253], filed [ , 1999] (accession number
[ - - ]).
(10) Incorporated by reference to Item 23, Exhibit 13 of [ ] Effective
Amendment No.[ ] to Registrant's Registration Statement on Form N-1A (File
Nos. [333-74295; 811-09253], filed [ , 1999] (accession number
[ - - ]).
(11) Incorporated by reference to Item 23, Exhibit 9 of [ ] Effective Amendment
No.[ ] to Registrant's Registration Statement on Form N-1A (File Nos.
[333-74295; 811-09253], filed [ , 1999] (accession number
[ - - ]).
(12) Opinion of KPMG LLP as to the tax consequences of the reorganization, to be
Filed by Post-Effective Amendment within a reasonably prompt amount of time
after the closing date of the reorganization.
(13) Incorporated by reference to Item 23, Exhibit 8(a), (b), (c) and (d) of
[ ] Effective Amendment No.[ ] to Registrant's Registration Statement on
Form N-1A (File Nos. [333-74295; 811-09253], filed [ , 1999]
(accession number [ - - ]).
(14) Not applicable.
(15) Not applicable.
(16) Powers of Attorney. Filed herewith.
(17) Not applicable.
ITEM 17. UNDERTAKINGS.
(1) Not applicable.
(2) Not applicable.
C-1
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant in the City of San Francisco and State
of California on the 22nd day of April, 1999.
<TABLE>
<S> <C> <C>
WELLS FARGO FUNDS TRUST
By: /s/
-----------------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 22nd day
of April, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
-------------------------- --------------------------
<S> <C> <C> <C>
1) Principal
Executive Officer
/s/ Chairman and President
--------------------------
[ ]
2) Principal Financial
and Accounting Officer
/s/ Secretary and Treasurer
--------------------------
Richard H. Blank, Jr.
3) A Majority of the Trustees
/s/ Chairman
--------------------------
[ ]
[ ] Trustee
[ ] Trustee
[ ] Trustee
[ ] Trustee
[ ] Trustee
[ ] Trustee
[ ] Trustee
By: /s/
--------------------------
[ ]
(Attorney-in-fact)
</TABLE>
C-2
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement of
Wells Fargo Funds Trust has been signed on behalf of Wells Fargo Core Trust
(Delaware) in the San Francisco and State of California on the 22nd day of
April, 1999.
<TABLE>
<S> <C> <C>
WELLS FARGO FUNDS TRUST
By: /s/
-----------------------------------------
[ ]
President
</TABLE>
This Registration Statement has been signed by the following persons on the
21st day of September, 1998.
<TABLE>
<CAPTION>
SIGNATURES TITLE
-------------------------- --------------------------
<S> <C> <C> <C>
1) Principal
Executive Officer
/s/ Chairman and President
--------------------------
[ ]
2) Principal Financial
and Accounting Officer
/s/ Secretary and Treasurer
--------------------------
Richard H. Blank, Jr.
3) A Majority of the Trustees
/s/ Chairman
--------------------------
[ ]
[ ] Trustee
[ ] Trustee
[ ] Trustee
By: /s/
--------------------------
[ ]
(Attorney-in-fact)
</TABLE>
C-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
(16) Powers of Attorney.
</TABLE>
C-4
<PAGE>
POWER OF ATTORNEY
Robert C. Brown, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Robert C. Brown
--------------------------------------------------
Robert C. Brown
<PAGE>
POWER OF ATTORNEY
Donald H. Burkhardt, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and
lawful attorneys-in-fact and agents, each individually, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Donald H. Burkhardt
--------------------------------------------------
Donald H. Burkhardt
<PAGE>
POWER OF ATTORNEY
Jack S. Euphrat, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Jack S. Euphrat
--------------------------------------------------
Jack S. Euphrat
<PAGE>
POWER OF ATTORNEY
Thomas S. Goho, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Thomas S. Goho
--------------------------------------------------
Thomas S. Goho
<PAGE>
POWER OF ATTORNEY
Peter G. Gordon, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Peter G. Gordon
--------------------------------------------------
Peter G. Gordon
<PAGE>
POWER OF ATTORNEY
W. Rodney Hughes, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and
lawful attorneys-in-fact and agents, each individually, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ W. Rodney Hughes
--------------------------------------------------
W. Rodney Hughes
<PAGE>
POWER OF ATTORNEY
Richard M. Leach, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and
lawful attorneys-in-fact and agents, each individually, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Richard M. Leach
--------------------------------------------------
Richard M. Leach
<PAGE>
POWER OF ATTORNEY
J. Tucker Morse, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ J. Tucker Morse
--------------------------------------------------
J. Tucker Morse
<PAGE>
POWER OF ATTORNEY
Timothy J. Penny, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and
lawful attorneys-in-fact and agents, each individually, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Timothy J. Penny
--------------------------------------------------
Timothy J. Penny
<PAGE>
POWER OF ATTORNEY
Donald C. Willeke, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and
lawful attorneys-in-fact and agents, each individually, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of the Trust's
Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
of the Trust any and all such amendments filed with the Securities and Exchange
Commission under said Acts, and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Donald C. Willeke
--------------------------------------------------
Donald C. Willeke
