<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1999
REGISTRATION NO. 333-76863; 811-09253
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 1 /X/
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 3 /X/
------------------------
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
It is proposed that this filing will become effective (check appropriate
box):
/X/ Immediately upon filing pursuant to Rule 485(b), or
/ / on pursuant to Rule 485(b)
/ / 60 days after filing pursuant to Rule 485(a)(1), or
/ / on pursuant to Rule 485(a)(1)
/ / 75 days after filing pursuant to Rule 485(a)(2), or
/ / on pursuant to Rule 485(a)(2)
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
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<PAGE>
Explanatory Note
This Post-effective Amendment No. 1 to the Registration Statement of
Wells Fargo Funds Trust incorporates Parts A and B of the Registration
Statement in their entirety by reference to the Trust's filing pursuant to
Rule 497(c) on June 1, 1999. This Amendment is being filed to add certain
exhibits to Part C of the Registration Statement, and to make certain other
non-material changes.
<PAGE>
PART C
ITEM 15. INDEMNIFICATION.
Incorporated by reference to Item 25 of Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File Nos. 333-74295;
811-09253, filed May 28, 1999 (accession number 898430-99-002291)).
ITEM 16. EXHIBITS.
(1) Incorporated by reference to Item 23, Exhibit 1 of Post-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A (File Nos.
333-74295; 811-09333, filed May 28, 1999 (accession number
898430-99-002291)).
(2) Incorporated by reference to Item 23, Exhibit 2 of Post-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A (File Nos.
333-74295; 811-09333, filed May 28, 1999 (accession number
898430-99-002291)).
(3) Not applicable.
(4) Agreements and Plans of Reorganization as Filed as Exhibit B to Part A to
Registrant's Registration Statement on Form N-14 File Nos. 333-74295;
811-09253, filed April 22, 1999.
(5) Not Applicable.
(6) Incorporated by reference to Item 23, Exhibits 4(a), (b)(i), and (b)(ii) of
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 333-74295; 811-09333, filed May 28, 1999 (accession
number 898430-99-002291)).
(7) Incorporated by reference to Item 23, Exhibit 5(a) and (b) of Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
Nos. 333-74295; 811-09333, filed May 28, 1999 (accession number
898430-99-002291)).
(8) Not applicable.
(9) Incorporated by reference to Item 23, Exhibit 7 of Post-ffective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A (File Nos.
333-74295; 811-09333, filed May 28, 1999 (accession number
898430-99-002291)).
(10) Incorporated by reference to Item 23, Exhibit 13 of Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
Nos. 333-74295; 811-09333, filed May 28, 1999 (accession number
898430-99-002291)).
(11) Incorporated by reference to Item 23, Exhibit 9 of Post-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A (File Nos.
333-74295; 811-09333, filed May 28, 1999 (accession number
898430-99-002291)).
(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
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 333-74295; 811-09333, filed May 28, 1999 (accession
number 898430-99-002291)).
(14) Consent of Independent Auditors, filed herewith.
(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
Pursuant to the requriements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requriements for effectiveness of this Amendment to the Registration Statement
on Form N-1A pursuant to Rule 485(b) under the Securities Act of 1933, and has
duly caused this Amendment to be signed on its behalf by the undersigned,
thereto duly authorized in the City of Little Rock, State of Arkansas, on the
3rd day of June, 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 Amendment
to the Registration Statement on Form N-1A has been signed below by the
following persons on the 3rd day of June, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
----------------------------------- --------------------------
<S> <C> <C> <C>
1) Principal
Executive Officer
/s/ Chairman and President
---------------------------------
R. Greg Feltus
By: /s/ RICHARD H. BLANK, JR.
------------------------------
Richard H. Blank, Jr.
(Attorney-in-fact)
2) Principal Financial
and Accounting Officer
/s/ RICHARD H. BLANK, JR. Secretary and Treasurer
---------------------------------
Richard H. Blank, Jr.
3) A Majority of the Trustees
Robert C. Brown Trustee
Donald H. Burkhardt Trustee
Jack S. Euphrat Trustee
Thomas S. Goho Trustee
Peter G. Gordon Trustee
W. Rodney Hughes Trustee
Richard M. Leach Trustee
J. Tucker Morse Trustee
Timothy J. Penny Trustee
Donald C. Willeke Trustee
By: /s/ RICHARD H. BLANK, JR.
------------------------------
Richard H. Blank, Jr.
(Attorney-in-fact)
</TABLE>
C-2
<PAGE>
SIGNATURES
As required by the Investment Company Act of 1940, this Registration
Statement of Wells Fargo Core Trust has been signed on behalf of Wells Fargo
Core Trust (Delaware) in the City of Little Rock, State of Arkansas on the 3rd
day of June, 1999.
<TABLE>
<S> <C> <C>
WELLS FARGO CORE TRUST
By: /s/ RICHARD H. BLANK, JR.
-----------------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
</TABLE>
This Registration Statement has been signed by the following persons on the
3rd day of June, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
----------------------------------- --------------------------
<S> <C> <C> <C>
1) Principal
Executive Officer
/s/ Chairman and President
---------------------------------
R. Greg Feltus
By: /s/ RICHARD H. BLANK, JR.
------------------------------
Richard H. Blank, Jr.
(Attorney-in-fact)
2) Principal Financial
and Accounting Officer
/s/ RICHARD H. BLANK, JR. Secretary and Treasurer
---------------------------------
Richard H. Blank, Jr.
3) A Majority of the Trustees
Robert C. Brown Trustee
Donald H. Burkhardt Trustee
Jack S. Euphrat Trustee
Thomas S. Goho Trustee
Peter G. Gordon Trustee
W. Rodney Hughes Trustee
Richard M. Leach Trustee
J. Tucker Morse Trustee
Timothy J. Penny Trustee
Donald C. Willeke Trustee
By: /s/ RICHARD H. BLANK, JR.
------------------------------
Richard H. Blank, Jr.
(Attorney-in-fact)
</TABLE>
C-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
(14) Independent Auditors' Consent
(16) Powers of Attorney.
</TABLE>
C-3
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Stagecoach Funds, Inc.
The Board of Trustees
Norwest Advantage Funds:
In connection with the combined registration statement/proxy statement on
Form N-14 for the Wells Fargo Funds Trust, we consent to incorporation by
reference of our reports.
/s/ KPMG LLP
San Francisco, California
June 2, 1999
<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
