As filed with the Securities and Exchange Commission
on December 6, 1999
Registration No. 333-74295; 811-09253
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __
Pre-Effective Amendment No. ___ __
Post-Effective Amendment No. 7 X
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 8 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
It is proposed that this filing will become effective (check appropriate box):
___ Immediately upon filing pursuant to Rule 485(b), or
___ on _________ pursuant to Rule 485(b)
X 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.
<PAGE>
Explanatory Note
This Post-Effective Amendment No. 7 to the Registration Statement
of Wells Fargo Funds Trust (the "Trust") is being filed to register the form of
prospectus for the Class O shares of the Equity Index Fund. Part B is
incorporated by reference to Post-Effective Amendment No. 6, which was filed
pursuant to Rule 485(b) on November 8, 1999. This Post-Effective Amendment does
not affect the Registration Statement for any other Fund of the Trust.
<PAGE>
Wells Fargo Funds Trust
Cross Reference Sheet
Form N-1A Item Number
Part A Prospectus Captions
1 Front and Back Cover Pages
2 Objectives and Principal Strategies
Important Risks
3 Summary of Expenses
4 See Individual Fund Summaries
Objectives and Principal Strategies
General Investment Risks
5 Not Applicable
6 Organization and Management of the Funds
7 Investing in the Funds
Pricing Fund Shares
8 Dividends and Distributions
9 See Individual Fund Summaries
Part B* Statement of Additional Information Captions
10 Cover Page and Table of Contents
11 Historical Fund Information
12 Investment Restrictions
Additional Permitted Investment Policies
Risk Factors
13 Management
14 Capital Stock
15 Management
16 Portfolio Transactions
17 Capital Stock
18 Determination of Net Asset Value
Additional Purchase and Redemption Information
19 Federal Income Taxes
20 Management
21 Performance Calculations
22 Financial Information
Part C Other Information
23-30 Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this
Document.
- --------------------
* Incorporated by reference.
<PAGE>
FEBRUARY 4, 2000
Wells Fargo Stock Funds
Prospectus
Please read this Prospectus and keep it for future
reference. It is designed to provide you with
important information and to help you decide if the
Funds goals match your own.
Federal law requires us to update this
Prospectus annually. Federal law does not
allow us to satisfy Prospectus delivery
Equity Index Fund requirements by sending one Prospectus
Class O for all accounts and people within a
household. Therefore, if you own the same Fund in
more than one account or if several people in your
household own the same Fund, you will receive
multiple Prospectuses.
These securities have not been approved or
disapproved by the U.S. Securities and Exchange
Commission ("SEC"), nor has the SEC passed upon the
accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
Fund shares are NOT deposits or other obligations of,
or issued, endorsed or guaranteed by Wells Fargo
Bank, N.A. ("Wells Fargo Bank") or any of its
affiliates. Fund shares are NOT insured or guaranteed
by the U.S. Government, the Federal Deposit Insurance
Corporation ("FDIC") or any other governmental
agency. AN INVESTMENT IN THE FUND INVOLVES CERTAIN
RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
<PAGE>
TABLE OF CONTENTS
Overview Objective and Principal
Strategy
This section contains Summary of Important Risks
important summary Performance History
information about the Summary of Expenses
Fund. Key Information
The Fund
This section contains General Investment Risks
important information Organization and Management
about the Fund. of the Fund
Your Investment
Turn to this section for How to Buy Shares
information on how to How to Sell Shares
open an account and how
to buy, sell and exchange
Fund shares.
Reference Additional Services and
Other Information
Look here for Portfolio Managers
additional information
and term definitions Glossary
<PAGE>
Equity Index Fund Overview
See the individual Fund description in this Prospectus for further details.
Objective
Seeks to approximate the total rate of return of substantially all common stocks
comprising the S&P 500 Index.
Principal Strategy
The Fund invests in common stocks to replicate the S&P 500 Index. We invest in
each company comprising the S&P 500 Index in proportion to its weighting in the
S&P 500 Index. Regardless of market conditions, the Fund attempts to achieve a
95% correlation between the performance of the S&P 500 Index and the Fund's
investment results.
<PAGE>
Summary of Important Risks
This section summarizes important risks for the Fund described in this
Prospectus. Additional information about these and other risks is included
in:
o the individual Fund Description later in this Prospectus;
o under the "General Investment Risks" section beginning on page __; and
o in the Fund's Statement of Additional Information.
An investment in the Fund is not a deposit of Wells Fargo Bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. It is possible to lose money by investing in the
Fund.
The Fund invest in equity securities, which are subject to equity market
risk. This is the risk that stock prices will fluctuate and can decline and
reduce the value of the Fund's portfolio. Certain types of stock and certain
individual stocks selected for the Fund's portfolio may underperform or
decline in value more than the overall market. As of the date of this
Prospectus, 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.
We attempt to match as closely as possible the performance of the S&P 500
Index. Therefore, during periods when the S&P 500 Index loses value, your
investment will also lose value.
<PAGE>
Performance History
This Class of shares has been in operation for less than one calendar year,
therefore no performance information is shown.
<PAGE>
Summary of Expenses
These tables are intended to help you understand the various costs and
expenses you will pay as a shareholder in the Fund. These tables do not
reflect charges that may be imposed in connection with an account through
which you hold Fund shares.
- ---------------------------------------------- ==========================
Shareholder Fees Equity Index Fund
==========================
Class O
- ----------------------------------------------
==========================
Maximum sales charge (load)
imposed on purchases (as a percentage of
offering price) None
- ---------------------------------------------- ==========================
Maximum deferred sales charge (load)
(as a percentage of the lower of the Net None
Asset Value ("NAV") at purchase or the NAV
at redemption)
- ---------------------------------------------- ==========================
- ------------------------------- -----------------------
Equity Index Fund
-----------------------
-----------------------
Class O
- -------------------------------
-----------------------
Management Fee 0.25%
- ------------------------------- -----------------------
- ------------------------------- -----------------------
Distribution (12b-1) Fee 0.00%
- ------------------------------- -----------------------
Other Expenses1 0.40%
- ------------------------------- -----------------------
TOTAL ANNUAL FUND
OPERATING
EXPENSES 0.65%
- ------------------------------- -----------------------
Fee Waivers 0.15%
- ------------------------------- -----------------------
NET EXPENSES 0.50%
- ------------------------------- -----------------------
<PAGE>
Summary of Expenses (Cont'd)
Example of Expenses
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The examples assume a
fixed rate of return and the fund operating expenses remain the same. Your
actual costs may be higher or lower than those shown.
You would pay the following expenses on a $10,000 investment assuming a 5%
annual return and that you redeem your shares at the end of each period:
- ------------------- ----------------------------------
Equity Index Fund
----------------------------------
----------------------------------
Class O
- -------------------
----------------------------------
1 YEAR $ 51
- ------------------- ----------------------------------
3 YEARS $193
- ------------------- ----------------------------------
5 YEARS $347
- ------------------- ----------------------------------
10 YEARS $796
- ------------------- ----------------------------------
<PAGE>
Key Information
Important information you should look for as you decide to invest in the Fund:
The summary information on the previous pages is designed to provide you with an
overview of the Fund. The sections that follow provide more detailed information
about the investments and management of the Fund.
Investment Objective and Investment Strategy
The investment objective of the Fund in this Prospectus is non-fundamental, that
is, it can be changed by a vote of the Board of Trustees alone. The objective
and strategy descriptions for the Fund tell you:
o what the Fund is trying to achieve; and
o how we intend to invest your money.
Permitted Investments
A summary of the Fund's key permitted investments and practices.
Important Risk Factors
Describes the key risk factors for the Fund, and includes risks described in the
"Summary of Important Risks" and "General Investment Risks" sections.
Words appearing in italicized print and highlighted in color are defined in the
Glossary.
<PAGE>
Equity Index Fund
Portfolio Managers: David D. Sylvester; Laurie R. White
Investment Objective
The Equity Index Fund seeks to approximate to the extent practicable the total
rate of return of substantially all common stocks comprising the S&P 500 Index.
Investment Strategies
We invest in common stocks to replicate the S&P 500 Index. We do not
individually select common stocks on the basis of traditional investment
analysis. Instead, we invest in each company comprising the S&P 500 Index in
proportion to its weighting in the S&P 500 Index. The Fund attempts to achieve
at least a 95% correlation between the performance of the S&P 500 Index and our
investment results, before expenses. This correlation is sought regardless of
market conditions.
A precise duplication of the performance of the S&P 500 Index would mean that
the net asset value of Fund shares, including dividends and capital gains would
increase or decrease in exact proportion to changes in the S&P 500 Index. Such a
100% correlation is not feasible. Our ability to track the performance of the
S&P 500 Index may be affected by, among other things, transaction costs and
shareholder purchases and redemptions. We will regularly monitor the performance
and composition of the S&P 500 Index, and adjust the Fund's portfolio as
necessary in order to achieve at least 95% correlation.
Permitted Investments
Under normal market conditions, we invest:
o in a diversified portfolio of common stocks designed to replicate the
holdings and weightings of the stocks listed on the S&P 500 Index;
o in stock index futures and options on stock indexes as a substitute for
comparable position in the underlying securities; and
o in interest-rate futures contracts, options or interest rate swaps and index
swaps.
We may temporarily hold assets in cash or in money market instruments, including
U.S. Government obligations, shares of other mutual funds and repurchase
agreements, or make other short-term investments, either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of shareholders to do so. During such periods, the Fund may not achieve its
objective of approximating the total rate of return of the S&P 500 Index.
Important Risk Factors
We attempt to match as closely as possible the performance of the S&P 500 Index.
Therefore, during periods when the S&P 500 Index is losing value, your invest-
ment will also lose value.
You should consider the "Summary of Important Risks" section on page __, the
"General Investment Risks" section beginning on page __, and the specific risks
listed here. They are all important to your investment choice.
<PAGE>
Financial Highlights
Equity Index Fund
Class O
Net Asset Value, beginning of period $78.00
- --------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss) 0.44
Net realized and unrealized gain (loss) on investments 0.45
----
Total from investment operations Less Distributions: 0.89
- --------------------------------------------------------------------------------
Dividends from net investment income (0.16)
Distributions form net realized gain 0.00
Tax return of capital 0.00
Total from distributions (0.16)
- --------------------------------------------------------------------------------
Net asset value, end of period $78.73
- --------------------------------------------------------------------------------
Total return (not annualized)1 27.22%
- --------------------------------------------------------------------------------
Ratios/supplemental data:
Net assets, end of period (000s) $0
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.00%
Ratio of net investment income (loss) to average net assets 0.00%
PORTFOLIO TURNOVER 6%
Ratio of expenses to average net assets prior to waived fees
and reimbursed expenses 0.00%
Ratio of net investment income (loss) to average net assets
prior to waived fees and reimbursed expenses 0.00%
1 This Class of shares commenced operations on February 1, 1999.
<PAGE>
General Investment Risks
Understanding the risks involved in mutual fund investing will help you make an
informed decision that takes into account your risk tolerance and preferences.
You should carefully consider the risks common to investing in all mutual funds,
including the Wells Fargo Funds. Certain common risks are identified in the
"Summary of Important Risks" section on page ___. Other risks of mutual fund
investing include the following:
o Unlike bank deposits, such as CDs or savings accounts, mutual funds are not
insured by the FDIC.
o We cannot guarantee that we will meet our investment objectives.
o We do not guarantee the performance of the Fund, nor can we assure you that
the market value of your investment will not decline. We will not "make
good" any investment loss you may suffer, nor can anyone we contract with
to provide certain services, such as selling agents or investment advisors,
offer or promise to make good any such losses.
o Share prices -- and therefore the value of your investment -- will increase
and decrease with changes in the value of the underlying securities and other
investments. This is referred to as price volatility.
o Investing in any mutual fund, including those deemed conservative, involves
risk, including the possible loss of any money you invest.
o An investment in a single Fund, by itself, does not constitute a complete
investment plan.
o The Fund may also use certain derivative instruments, such as options or
futures contracts. The term "derivatives" covers a wide number of investments,
but in general it refers to any financial instrument whose value is derived,
at least in part, from the price of another security or a specified index,
asset or rate. Some derivatives may be more sensitive to interest rate changes
or market moves, and some may be susceptible to changes in yields or values due
to their structure or contract terms.
Investment practices and risk levels are carefully monitored. Every attempt is
made to ensure that the risk exposure for the Fund remains within the parameters
of its objective.
What follows is a general list of the types of risks (some of which are
described previously) that may apply to the Fund and a table showing some of the
additional investment practices that the Fund may use and the risks associated
with them. Additional information about these practices is available in the
Statement of Additional Information.
Counter-Party Risk -- The risk that the other party in a repurchase agreement or
other transaction will not fulfill its contract obligation.
Credit Risk -- The risk that the issuer of a debt security will be unable to
make interest payments or repay principal on schedule. If an issuer does
default, the affected security could lose all of its value, or be renegotiated
at a lower interest rate or principal amount. Affected securities might also
lose liquidity. Credit risk also includes the risk that a party in a transaction
may not be able to complete the transaction as agreed.
Currency Risk-- The risk that a change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of an investment made in a security
denominated in that foreign currency.
Diplomatic Risk--The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value of
liquidity of investments in either country.
Emerging Market Risk--The risk that the emerging market, as defined in the
glossary, may be more sensitive to certain economic changes. For example,
emerging market countries are often dependent on international trade and are
therefore often vulnerable to recessions in other countries. They may have
obsolete financial systems, have volatile currencies and may be more sensitive
than more mature markets to a variety of economic factors. Emerging market
securities may also be less liquid than securities of more developed countries
and could be difficult to sell, particularly during a market downturn.
General Investment Risks (Cont'd)
Experience Risk--The risk presented by a new or innovative security. The risk is
that insufficient experience exists to forecast how the security's value might
be affected by various economic conditions.
Information Risk--The risk that information about a security is either
unavailable, incomplete or is inaccurate.
Interest Rate Risk--The risk that changes in interest rates can reduce the value
of an existing security. Generally, when interest rates increase, the value of a
debt security decreases. The effect is usually more pronounced for securities
with longer dates to maturity.
Leverage Risk--The risk that an investment practice, such as lending portfolio
securities or engaging in forward commitment or when issued securities
transactions, may increase a Fund's exposure to market risk, interest rate risk
or other risks by, in effect, increasing assets available for investment.
Liquidity Risk--The risk that a security cannot be sold at the time desired, or
cannot be sold without adversely affecting the price.
Market Risk--The risk that the value of a stock, bond or other security will be
reduced by market activity. This is a basic risk associated with all securities.
Political Risk--The risk that political actions, events or instability may be
unfavorable for investments made in a particular nation's or region's industry,
government or markets.
Prepayment Risk--The risk that consumers will accelerate their prepayment of
mortgage loans or other receivables, which can shorten the maturity of a
mortgage-backed or other asset-backed security, and reduce a portfolio's return.
Regulatory Risk--The risk that changes in government regulations will adversely
affect the value of a security. Also the risk that an insufficiently regulated
market might permit inappropriate trading practices.
Year 2000 Risk--The Fund's principal service providers have advised the Fund
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 companies or
entities in which the Fund invest also could be adversely impacted by the Year
2000 issue, especially foreign entities, which may be less prepared for the Year
2000. The extent of such impact cannot be predicted.
In addition to the general risks discussed above, you should carefully consider
and evaluate any special risks that may apply to investing in the Fund. See the
"Important Risk Factors" section in the summary for the Fund. You should also
see the Statement of Additional Information for additional information about the
investment practices and risks particular to the Fund.
<PAGE>
General Investment Risks (Cont'd)
Investment Practice/Risk
The following table lists some of the additional investment practices of the
Fund, including some not disclosed in the Investment Objective and Investment
Strategies sections of the Prospectus. The risks indicated after the description
of the practice are NOT the only potential risks associated with that practice,
but are among the more prominent. Market risk is assumed for each. See the
Investment Objective and Investment Strategies for the Fund or the Statement of
Additional Information for more information on these practices.
Investment practices and risk levels are carefully monitored. We attempt to
ensure that the risk exposure for the Fund remains within the parameters of its
objective.
---
EQUITY INDEX
- --------------------------------------------------- ------------------ ---
Investment Practice Risk
- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Borrowing Policies
The ability to borrow from banks for temporary Leverage Risk o purposes to meet
shareholder redemptions.
- --------------------------------------------------- ------------------ ---
Floating and Variable Rate Debt
Instruments with interest rates that are adjusted Interest Rate o
either on a schedule or when an index or and Credit Risk
benchmark changes.
- --------------------------------------------------- ------------------ ---
- --------------------------------------------------- ------------------ ---
Foreign Securities
Equity securities issued by a non-U.S. company or Information,
debt securities of a foreign government in the Political, o
form of an American Depository Receipt or similar Regulatory,
investment. Foreign securities may also be Diplomatic,
emerging market securities, which are subject to Liquidity and
the same risks, but to a higher degree. Currency Risk
- --------------------------------------------------- ------------------ ---
<PAGE>
- --------------------------------------------------- ------------------ ---
Forward Commitment, When-Issued and Delayed
Delivery Transactions
Securities bought or sold for delivery at a later Interest Rate, o
date or bought or sold for a fixed price at a Leverage, Credit
fixed date. and
Experience Risk
- --------------------------------------------------- ------------------ ---
<PAGE>
General Investment Risks (Cont'd)
---
EQUITY INDEX
- --------------------------------------------------- ------------------ ---
Investment Practice Risk
- --------------------------------------------------- ------------------
- --------------------------------------------------- ------------------ ---
Illiquid Securities
A security that cannot be readily sold, or cannot Liquidity Risk
be readily sold without negatively affecting its o
fair price. Limited to 15% of total assets.
---
- --------------------------------------------------- ------------------ ---
Loans of Portfolio Securities
The practice of loaning securities to brokers, Credit,
dealers and financial institutions to increase Counter-Party o
return on those securities. Loans may be made up and Leverage Risk
to Investment Company Act of 1940 limits
(currently one-third of total assets including
the value of the collateral record).
---
- --------------------------------------------------- ------------------ ---
Options
The right or obligation to receive or deliver a Credit,
security or cash payment depending on the Information o
security's price or the performance of an index and Liquidity
or benchmark. Types of options used may Risk
include: options on securities, options on a
stock index, stock index futures and options on
stock index futures to protect liquidity and
portfolio value.
---
- --------------------------------------------------- ------------------ ---
Other Mutual Funds
The temporary investment in shares of another Market Risk
mutual fund. A pro rata portion of the other o
fund's expenses, in addition to the expenses paid
by the Fund, will be borne by Fund shareholders.
- --------------------------------------------------- ------------------ ---
- --------------------------------------------------- ------------------ ---
Privately Issued Securities
Securities that are not publicly traded but which Credit and o
may or may not be resold in accordance with Rule Counter-Party
144A of the Securities Act of 1933. Risk
- --------------------------------------------------- ------------------ ---
Repurchase Agreements
A transaction in which the seller of a security Liquidity Risk
agrees to buy back a security at an agreed upon o
time and price, usually with interest.
- --------------------------------------------------- ------------------ ---
<PAGE>
Organization and Management of the Funds
A number of different entities provide services to the Fund. This section shows
how the Fund is organized, lists the entities that perform different services,
and explains how these service providers are compensated. Further information is
available in the Statement of Additional Information for the Fund.
About Wells Fargo Funds Trust
Wells Fargo Funds Trust (the "Trust") was organized as a Delaware business trust
on March 10, 1999. The Board of Trustees of the Trust supervises the Fund's
activities, monitors its contractual arrangements with various service providers
and decides upon matters of general policy.
The Trust was created to succeed to the assets and operations of the various
mutual funds in the Stagecoach Family of Funds and the Norwest Advantage Family
of Funds. The holding company of Wells Fargo Bank, the investment advisor to the
Stagecoach Family of Funds, and the holding company of Norwest Investment
Management, Inc., the investment advisor to the Norwest Advantage Family of
Funds, merged in November 1998. The Fund described in this Prospectus has
succeeded to the assets and operations of a corresponding Fund of Stagecoach
Funds. The performance and financial statement history of the Fund's designated
predecessor Fund has been assumed by the Wells Fargo Funds Trust Fund. The
succession transactions were approved by the shareholders of the Stagecoach
Fund. The Table on page __ identifies the Stagecoach or Norwest Advantage Fund
predecessors to the Funds.
The Board of Trustees of the Trust supervises the Fund's activities and approves
the selection of various companies hired to manage the Fund's operation. The
major service providers are described in the diagram below. Except for the
advisors, which require shareholder vote to change, if the Board believes that
it is in the best interest of the shareholders it may make a change in one of
these companies.
<PAGE>
Organization and Management of the Funds (Cont'd)
--------------------------------------------------------------------------
BOARD OF TRUSTEES
--------------------------------------------------------------------------
Supervises the Fund's activities
--------------------------------------------------------------------------
------------------------------------------ -------------------------------
INVESTMENT ADVISOR CUSTODIAN
------------------------------------------ -------------------------------
Wells Fargo Bank, N.A. Norwest Bank Minnesota, N.A.
525 Market St., San Francisco, CA 6th Street & Marquette, Minneapolis, MN
Manages the Fund's investment Provides safekeeping for the Fund's
assets
activities
------------------------------------------ -------------------------------
--------------------------------------------------------------------------
INVESTMENT SUB-ADVISOR
--------------------------------------------------------------------------
Wells Capital Management Incorporated
525 Market St., San Francisco, CA
Manages the Fund's investment
activities
--------------------------------------------------------------------------
-------------------- ----------------------- ----------------------- -----
<TABLE>
<S> <C> <C> <C>
TRANSFER SHAREOLDER SERVICING
DISTRIBUTOR ADMINISTRATOR AGENT AGENTS
-------------------- ----------------------- ----------------------- ---------------
Stephens Inc. Wells Fargo Bank, N.A. Boston Financial Data Various Agents
111 Center St. 525 Market Street Services, Inc.
Little Rock, AR San Francisco, CA Two Heritage Drive
Markets the Fund, Manages the Quincy, MA Provide
and distributes Fund's business Maintains records services to
Fund shares activities of shares and customers
supervises the
paying of dividends
</TABLE>
--------------------------------------------------------------------------
--------------------------------------------------------------------------
FINANCIAL SERVICES FIRMS AND SELLING AGENTS
--------------------------------------------------------------------------
Advise current and prospective shareholders on their Fund investments
--------------------------------------------------------------------------
--------------------------------------------------------------------------
SHAREHOLDERS
--------------------------------------------------------------------------
<PAGE>
Organization and Management of the Funds (Cont'd)
In the following sections, the percentages shown are the percentages of the
average daily net assets of the Fund paid in an annual basis for the services
described.
The Investment Advisor
Wells Fargo Bank provides portfolio management and fundamental security analysis
services as the advisor for the Fund. 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 June 30, 1999, Wells Fargo Bank
and its affiliates provided advisory services for over $131 billion in assets.
For providing these services, Wells Fargo Bank is entitled to receive a fee of
0.25% of the average annual net assets of the Fund.
The Sub-Advisor
Wells Capital Management Incorporated ("WCM"), a wholly owned subsidiary of
Wells Fargo Bank, N.A., is the sub-advisor for the Fund. In this capacity, it is
responsible for the day-to-day investment management activities of the Funds. As
of June 30, 1999, WCM provided advisory services for over $42 billion in assets.
The Administrator
Wells Fargo Bank provides the Fund with administration services, including
general supervision of the Fund's operation, coordination of the other services
provided to the Fund, compilation of information for reports to the SEC and the
state securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Trust's Trustees and officers. Wells Fargo
Bank also furnishes office space and certain facilities to conduct the Fund's
business. For providing these services, Wells Fargo Bank is entitled to receive
a fee of 0.15% of the average annual net assets of the Fund.
Shareholder Servicing Plan
We have a shareholder servicing plan for the Fund. Under this plan, we have
engaged various shareholder servicing agents to process purchase and redemption
requests, to service shareholder accounts, and to provide other related
services. For these services, the Fund pays 0.25% of its average net assets.
The Transfer Agent
Boston Financial Data Services, Inc. ("BFDS") provides transfer agency and
dividend disbursing services to the Fund. For providing these services, BFDS
receives an annual fee, certain transaction-related fees, and is reimbursed for
out-of-pocket expenses incurred on behalf of the Fund.
<PAGE>
Your Account
This section tells you how Fund shares are priced, how to open an account and
how to buy and sell Fund shares once your account is open.
Pricing Fund Shares
o As with all mutual fund investments, the price you pay to purchase shares
or the price you receive when you redeem shares is not determined until
after a request has been received in proper form.
o We determine the NAV each business day as of the close of regular trading
on the New York Stock Exchange ("NYSE"). We determine the NAV by
subtracting the Fund class's liabilities from its total assets, and then
dividing the result by the total number of outstanding shares of the class.
The Fund's assets are generally valued at current market prices. See the
Statement of Additional Information for further disclosure.
o We process requests to buy or sell shares of the Fund each business day as
of the close of regular trading on the NYSE, which is usually 1:00 p.m.
(Pacific time)/3:00 p.m. (Central time). If the markets close early, the
Funds may close early and may value its shares at earlier times under these
circumstances. Any request we receive in proper form before this time is
processed the same day. Requests we receive after the cutoff time are
processed the next business day.
o The Fund is open for business on each day the NYSE is open for business.
NYSE holidays include New Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. When any holiday falls on a weekend,
the NYSE typically is closed on the weekday immediately before or after
such holiday.
How to Buy Shares
o You can buy Fund shares through an online account established with an approved
selling agent.
Minimum Investments
o $1,000 minimum initial investment; or
o $100 if you use the Systematic Purchase Program; and
o $100 for all investments after your first.
We may waive the minimum for [Funds you purchase through certain retirement,
benefit and pension plans, through certain packaged investment products, or
for certain classes of shareholders as permitted by the SEC. Check the
specific disclosure statements and Applications for the program through which
you intend to invest.]
<PAGE>
How to Sell Shares
You can sell Fund shares through your online account.
o We will process requests to sell shares at the first NAV calculated after a
request in proper form is received. Requests received before the cutoff
times are processed on the same business day.
o We reserve the right to delay payment of a redemption so that we may be
reasonably certain that investments made by check or Systematic Purchase
Plan have been collected. Payments of redemptions also may be delayed under
extraordinary circumstances or as permitted by the SEC in order to protect
remaining shareholders.
o Generally, we pay redemption requests in cash, unless the redemption
request is for more than $250,000 or 1% of the net assets of the Fund by a
single shareholder over any ninety-day period. If a request for a
redemption is over these limits, it may be to the detriment of existing
shareholders to pay such redemption in cash. Therefore, we may pay all or
part of the redemption in securities of equal value.
<PAGE>
Additional Services and Other Information
Automatic Programs
These programs help you conveniently purchase and/or redeem shares each month.
Once you select a Plan, tell us the day of the month you would like the
transaction to occur. If you do not specify a date, we will process the
transaction on or about the 25th day of the month. Systematic withdrawals may
only be processed on or about the 25th day of the month. Call Shareholder
Services at 1-800-222-8222 for more information.
o Systematic Purchase Plan - With this program, you can regularly purchase
shares of a Wells Fargo Fund with money automatically transferred from a
linked bank account. Simply select the Fund you would like to purchase and
specify an amount of at least $100.
o Systematic Withdrawal Plan - With this program, you can regularly redeem
shares and receive the proceeds by check or by transfer to a linked bank
account. Simply specify an amount of at least $100. To participate in this
program, you:
o must have a Fund account valued at $10,000 or more;
o must have your distributions reinvested; and
o may not simultaneously participate in the Systematic Purchase Plan.
It generally takes about ten days to establish a plan once we have received your
instructions. It generally takeS about five days to change or cancel
participation in a plan. We automatically cancel your program if the linked bank
account you specified is closed.
Dividend and Capital Gain Distributions
The Fund in this Prospectus pays any dividends and capital gains distributions
at least annually.
We offer the following distribution options:
o Automatic Reinvestment Option - Lets you buy new shares of the same class
of the Fund that generated the distributions. The new shares are purchased
at NAV generally on the day the income is paid. This option is
automatically assigned to your account unless you specify another option.
o Check Payment Option - Allows you to receive checks for distributions
mailed to your address of record or to another name and address which you
have specified in written, signature guaranteed instructions. If checks
remain uncashed for six months or are undeliverable by the Post Office, we
will reinvest the distributions at the earliest date possible.
o Bank Account Payment Option - Allows you to receive distributions directly
in a checking or savings account through ACH. The bank account must be
linked to your Wells Fargo Fund account. In order to establish a new linked
bank account, you must send a written signature guaranteed instruction
along with a copy of a voided check or deposit slip. Any distribution
returned to us due to an invalid banking instruction will be sent to your
address of record by check at the earliest date possible, and future
distributions will be automatically re-invested.
Remember, distributions have the effect of reducing the NAV per share by the
amount distributed.
<PAGE>
Taxes
The following discussion regarding taxes is based on laws that were in effect
as of the date of this Prospectus. The discussion summarizes only some of the
important tax considerations that affect the Fund and you as a shareholder. It
is not intended as a substitute for careful tax planning. You should consult
your tax advisor about your specific tax situation. Federal income tax
considerations are discussed further in the Statement of Additional
Information.
Dividends distributed from the Fund attributable to its income from other
investments and net short-term capital gain (generally, the excess of net
short-term capital gains over net long-term capital losses) will be taxable to
you as ordinary income. Corporate shareholders may be able to deduct a portion
of their dividends when determining their taxable income.
We will pass on to you any net capital gain (generally the excess of net
long-term capital gains over net short-term capital losses) earned by the Fund
as a capital gain distribution. In general, these distributions will be
taxable to you as long-term capital gains which may qualify for taxation at
preferential rates in the hands of non-corporate shareholders. Any
distribution that is not from net investment income, short term capital gains,
or net capital gain may be characterized as a return of capital to
shareholders.
<PAGE>
PORTFOLIO MANAGERS
David D. Sylvester
Equity Index Fund since 1999
Mr. Sylvester has been with Wells Fargo & Company and its predecessors in an
investment management capacity for over 20 years. Mr. Sylvester joined WCM in
1998 as the Firm's Executive Vice President for Liquidity Investments. He
simultaneously held the position of Managing Director for Reserve Asset
Management at NIM (since 1997) until WCM and NIM combined investment advisory
services under the WCM name in 1999. Mr. Sylvester has nearly 25 years of
investment experience. He specializes in portfolio and securities analysis,
fixed-income trading and the ability to add stability and safety through
maximizing fund diversification. He also manages structured and derivative
securities, and institutional and personal trust assets. Mr. Sylvester attended
the University of Detroit-Mercy.
Laurie R. White
Equity Index Fund since 1999
Ms. White joined WCM in 1998 as a Principal for the Liquidity Investments Team
and simultaneously was a Director for Reserves Asset Management at NIM (since
1997) until WCM and NIM combined investment advisory services under the WCM name
in 1999. Ms. White specializes in managing short-term securities, along with
structured and derivative securities, and institutional and personal trust
assets. Ms. White received a BA in Political Science from Carleton College and a
MBA from the University of Minnesota.
<PAGE>
Glossary
We provide the following definitions to assist you in reading this Prospectus.
For a more complete understanding of these terms you should consult your
financial adviser.
ACH
Refers to the "Automated Clearing House" system maintained by the Federal
Reserve Bank which allows banks to process checks, transfer funds and perform
other tasks.
American Depositary Receipts ("ADRs")
Receipts for non-U.S. company stocks. The stocks underlying ADRs are typically
held in bank vaults. The ADR's owner is entitled to any capital gains or
dividends. ADRs are one way of owning an equity interest in foreign companies.
Annual and Semi-Annual Report
A document that provides certain financial and other important information for
the most recent reporting period and each Fund's portfolio of investments.
Business Day
Any day the New York Stock Exchange is open is a business day for the Funds.
Capital Appreciation, Capital Growth
The increase in the value of a security. See also "total return."
Capitalization
When referring to the size of a company, capitalization means the total number
of a company's outstanding shares of stock multiplied by the price per share.
This is an accepted method of determining a company's size and is sometimes
referred to as "market capitalization."
Capital Structure
Refers to how a company has raised money to operate. Can include, for example,
borrowing or selling stock.
Commercial Paper
Debt instruments issued by banks, corporations and other issuers to finance
short-term credit needs. Commercial paper typically is of high credit quality
and offers below market interest rates.
Convertible Debt Securities
Bonds or notes that are exchangeable for equity securities at a set price on a
set date or at the election of the holder.
Derivatives
Securities whose values are derived in part from the value of another security
or index. An example is a stock option.
Distributions
Dividends and/or capital gains paid by a Fund on its shares.
Diversified
A diversified fund, as defined by the Investment Company Act of 1940, is one
that invests in cash, Government securities, other investment companies and no
more than 5% of its total assets in a single issuer. These policies must apply
to 75% of the Funds' total assets.
Glossary (Cont'd)
Dollar-Denominated
Securities issued by foreign banks, companies or governments in U.S. dollars.
Illiquid Security
A security which cannot be readily sold, or cannot be readily sold without
negatively affecting its fair price.
Liquidity
The ability to readily sell a security at a fair price.
Nationally Recognized Rating Organization ("NRRO")
A company that examines the ability of a bond issuer to meet its obligations and
which rates the bonds accordingly.
Net Asset Value ("NAV")
The value of a single fund share. It is determined by adding together all of a
Fund's assets, subtracting accrued expenses and other liabilities, then dividing
by the total number of shares.
Options
An option is the right to buy or sell a security based on an agreed upon price
at a specified time. For example, an option may give the holder of a stock the
right to sell the stock to another party, allowing the seller to profit if the
price has fallen below the agreed price. Options may also be based on the
movement of an index such as the S&P 500.
Repurchase Agreement
An agreement between a buyer and seller of a security in which the seller agrees
to repurchase the security at an agreed upon price and time.
Selling Agent
A person who has an agreement with the Funds' distributors that allows them to
sell a Fund's shares.
Shareholder Servicing Agent
Anyone appointed by the Fund to maintain shareholder accounts and records,
assist and provide information to shareholders or perform similar functions.
Signature Guarantee
A guarantee given by a financial institution that has verified the identity of
the maker of the signature.
S&P, S&P 500 Index
Standard and Poors, a nationally recognized ratings organization. S&P's also
publishes various indexes or lists of companies representative of sectors of
the U.S. economy.
Statement of Additional Information
A document that supplements the disclosure made in the Prospectus.
Taxpayer Identification Number
Usually the social security number for an individual or the Employer
Identification Number for a corporation.
Glossary (Cont'd)
Total Return
The total value of capital growth and the value of all distributions, assuming
that distributions were used to purchase additional shares of the Funds.
Turnover Ratio
The percentage of the securities held in a Fund's portfolio, other than
short-term securities, that were bought or sold within a year.
<PAGE>
YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENT:
STATEMENT OF ADDITIONAL INFORMATION
supplements the disclosures made by this Prospectus. The Statement of Additional
Information has been filed with the SEC and is incorporated by reference into
this Prospectus and is legally part of this Prospectus.
THIS DOCUMENT IS AVAILABLE FREE OF CHARGE:
Call 1-800-222-8222
Write to:
Wells Fargo Funds
PO Box 8266
Boston, MA 02266-8266; or
Visit the SEC's web site at
http://www.sec.gov
REQUEST COPIES FOR A FEE BY WRITING TO:
SEC Public Reference Room, Washington, DC 20549-6009
Call: 1-800-SEC-0330 for details
--------------------------------------------------
ICA Reg. No. 811-09253 NOT FDIC INSURED-NO BANK GUARANTEE-MAY LOSE VALUE
WFFT E P (9/99)
--------------------------------------------------
<PAGE>
WELLS FARGO FUNDS TRUST
File Nos. 333-74295; 811-09253
PART C
OTHER INFORMATION
Item 23. Exhibits.
Exhibit
Number Description
(a) - Form of Amended and Restated Declaration of Trust,
incorporated by reference to Post-effective Amendment No. 1,
filed May 28, 1999.
(b) - Not applicable.
(c) - Not applicable.
(d)(1) - Form of Investment Advisory Contract with Wells Fargo
Bank, N.A., incorporated by reference to Post-effective
Amendment No. 1, filed May 28, 1999.
(2)(i) - Form of Sub-Advisory Contract with Barclays Global Fund
Advisors, incorporated by reference to Post-effective
Amendment No. 1, filed May 28, 1999.
(ii) - Form of Sub-Advisory Contract with Galliard Capital
Management, Inc., incorporated by reference to Post-
effective Amendment No. 1, filed May 28, 1999.
(iii) - Form of Sub-Advisory Contract with Peregrine
Capital Management, Inc., incorporated by
reference to Post-effective Amendment No. 1,
filed May 28, 1999.
(iv) - Form of Sub-Advisory Contract with Schroder
Capital Management, Inc., incorporated by
reference to Post-effective Amendment No. 1,
filed May 28, 1999.
(v) - Form of Sub-Advisory Contract with Smith Asset
Management, L.P., incorporated by reference to Post-
effective Amendment No. 1, filed May 28, 1999.
(vi) - Form of Sub-Advisory Contract with Wells Capital
Management, Inc., incorporated by reference to
Post-effective Amendment No. 1, filed May 28, 1999.
(e) - Form of Distribution Agreement along with Form of Selling
Agreement, incorporated by reference to Post-effective
Amendment No. 1, filed May 28, 1999.
(f) - Not applicable.
(g)(1) - Form of Custody Agreement with Barclays Global Investors,
N.A., incorporated by reference to Post-effective Amendment
No. 1, filed May 28, 1999.
(2) - Form of Custody Agreement with Norwest Bank Minnesota,
N.A., incorporated by reference to Post-effective Amendment
No. 1, filed May 28, 1999.
(h)(1) - Form of Administration Agreement with Wells Fargo Bank,
N.A., incorporated by reference to Post-effective Amendment
No. 1, filed May 28, 1999.
(2) - Form of Fund Accounting Agreement, incorporated by
reference to Post-effective Amendment No. 1, filed
May 28, 1999.
(3) - Form of Transfer Agency and Service Agreement with Boston
Financial Data Services, Inc., incorporated by reference to
Post-effective Amendment No. 1, filed May 28, 1999.
(4) - Shareholder Servicing Plan, incorporated by reference to
Post-effective Amendment No. 1, filed May 28, 1999.
(5) - Form of Shareholder Servicing Agreement, incorporated by
reference to Post-effective Amendment No. 1,filed May 28,
1999.
(i) - Legal Opinion, filed herewith.
(j) - Not applicable.
(k) - Not applicable.
(l) - Not applicable.
(m) - Rule 12b-1 Plan, incorporated by reference to
Post-effective Amendment No. 1, filed May 28, 1999.
(n) - Not applicable.
(o) - Rule 18f-3 Plan, incorporated by reference to Post-
effective Amendment No. 1, filed May 28, 1999.
Item 24. Persons Controlled by or Under Common Control with the Fund.
No person is controlled by or under common control with
Registrant.
Item 25. Indemnification.
Article V of the Registrant's Declaration of Trust limits the
liability and, in certain instances, provides for mandatory indemnification of
the Registrant's trustees, officers, employees, agents and holders of beneficial
interests in the Trust and its four Funds. In addition, the Trustees are
empowered under Section 3.9 of the Registrant's Declaration of Trust to obtain
such insurance policies as they deem necessary.
Item 26. Business and Other Connections of Investment Adviser.
(a) Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly owned
subsidiary of Wells Fargo & Company, serves as investment adviser to all of the
Registrant's investment portfolios, and to certain other registered open-end
management investment companies. Wells Fargo Bank's business is that of a
national banking association with respect to which it conducts a variety of
commercial banking and trust activities.
To the knowledge of Registrant, none of the directors or
executive officers of Wells Fargo Bank, except those set forth below, is or has
been at any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
executive officers also hold various positions with and engage in business for
Wells Fargo & Company. Set forth below are the names and principal businesses of
the directors and executive officers of Wells Fargo Bank who are or during the
past two fiscal years have been engaged in any other business, profession,
vocation or employment of a substantial nature for their own account or in the
capacity of director, officer, employee, partner or trustee. All the directors
of Wells Fargo Bank also serve as directors of Wells Fargo & Company.
<TABLE>
<S> <C>
Name and Position at Principal Business(es) and Address(es) During at Least the Last
Wells Fargo Bank Two Fiscal Year
- ------------------------------------------- -------------------------------------------------------------------
Rodney L. Jacobs Wells Fargo & Company
Director and Chairman Vice Chairman and Chief Financial Officer
President until 1999
Vice Chairman until 1998
420 Montgomery St.
San Francisco, CA 94163
Teresa A. Dial Wells Fargo & Company
Director and President Executive Vice President
420 Montgomery St.
San Francisco, CA 94163
Patricia R. Callahan Wells Fargo & Company
Director and Executive Vice President Executive Vice President
420 Montgomery St.
San Francisco, CA 94163
Clyde W. Ostler Wells Fargo & Company
Director and Vice Chairman Executive Vice President
420 Montgomery St.
San Francisco, CA 94163
Ostler Brothers Development, Limited Liability Company
Limited Partner
M. Lucile Reid Wells Fargo & Company
Director and Executive Vice President Executive Vice President
420 Montgomery St.
San Francisco, CA 94163
Camphill Communities California, Inc.
Director and Treasurer
3920 Fairway Dr.
Soquel, CA 95073-3023
Volunteer Center of San Francisco
Director and Chairperson
1160 Battery St. # 70
San Francisco, CA 94111-1212
Paul M. Watson Community Television of Southern California (KCET)
Director and Vice Chairman Director
4401 West Sunset Blvd.
Los Angeles, CA 90027-6017
Hanna Boys Center Sonoma
Director
17000 Arnold Dr.
Sonoma, CA 95476-3290
Los Angeles Area Chamber of Commerce
Director
350 South Bixel St.
Los Angeles, CA 90017-1418
Music Center of Los Angeles County
Director
Center Theatre Group - Ahmanson
135 North Grand Ave.
Los Angeles, CA 90012-3013
David A. Hoyt Wells Fargo & Company
Vice Chairman Executive Vice President
420 Montgomery St.
San Francisco, CA 9416
</TABLE>
(b) Barclays Global Fund Advisors
The description of Barclays Global Fund Advisors ("BGFA") in
Parts A and B of this Registration Statement is incorporated by reference
herein.
The following are the Directors and principal executive officers
of BGFA, including their business connections, which are of a substantial
nature. The address of BGFA is 45 Fremont, 34th Floor, San Francisco, CA 94105
and, unless otherwise indicated below, that address is the principal business
address of any company with which the Directors and principal executive officers
are connected.
<TABLE>
<S> <C>
Name and Position at Principal Business(es) and Address(es) During at Least the Last
BGFA Two Fiscal Year
- ------------------------------------------- -------------------------------------------------------------------
Frederick L.A. Grauer Director of BGFA and Co-Chairman and
Director Director of BGI
45 Fremont Street
San Francisco, CA 94105
Patricia Dunn Director of BGFA and Co-Chairman and
Director Director of BGI
45 Fremont Street
San Francisco, CA 94105
Lawrence G. Tint Director of the Board of Directors of BGFA
Chairman and Director and Chief Executive Officer of BGI
45 Fremont Street
San Francisco, CA 94105
Geoffrey Fletcher Chief Financial Officer of BGFA and BGI
Chief Financial Officer since May 1997
45 Fremont Street
San Francisco, CA 94105
Managing Director and Principal Accounting
Officer at Bankers Trust Company
from 1988 - 1997
505 Market Street
San Francisco, CA 94105
</TABLE>
(b) Schroder Investment Management North America Inc.
The description of Schroder Investment Management North America
Inc. ("SIMNA") in Parts A and B of the Registration Statement are incorporated
by reference herein. The following are the directors and principal officers of
SIMNA, including their business connections of a substantial nature. The address
of each company listed, unless otherwise noted, is 787 Seventh Avenue, 34th
Floor, New York, NY 10019. Schroder Capital Management International Limited
("Schroder Ltd.") is a United Kingdom affiliate of SIMNA which provides
investment management services to international clients located principally in
the United States. Schroder Ltd. and Schroders p.l.c. are located at 31 Gresham
St., London ECZV 7QA, United Kingdom.
<TABLE>
<S> <C>
Principal Business(es)
Name and Position During at Least the Last Two Fiscal Years
David M. Salisbury SIMNA
Chairman, Director Schroder Ltd.
Chief Executive, Director Schroders plc.
Director Schroders Series Trust II
Trustee and Officer
Richard R. Foulkes SIMNA
Deputy Chairman, Director Schroder Ltd.
Deputy Chairman Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services
John A. Troiano SIMNA
Chief Executive, Director Schroder Ltd.
Chief Executive, Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services
Sharon L. Haugh SIMNA
Executive Vice President, Director Schroder Fund Advisors Inc.
Director, Chairman Schroder Ltd.
Director Schroder Capital Management Inc.
Chairman, Director Certain open end management investment companies for which
Trustee SIMNA and/or its affiliates provide investment services
Gavin D.L. Ralston
Senior Vice President, Managing SIMNA
Director
Director Schroder Ltd.
Mark J. Smith SIMNA
Senior Vice President, Director Schroder Ltd.
Senior Vice President, Director Schroder Fund Advisors Inc.
Director Certain open end management investment companies for which
Trustee and Officer SIMNA and/or its affiliates provide investment services
Robert G. Davy SIMNA
Senior Vice President, Director Schroder Ltd.
Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services
Jane P. Lucas SIMNA
Senior Vice President, Director Schroder Fund Advisors Inc.
Director Schroder Capital Management Inc.
Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services
David R. Robertson
Group Vice President SIMNA
Senior Vice President Schroder Fund Advisors Inc.
Director of Institutional Business Oppenheimer Funds Inc.
(resigned 2/98)
Michael M. Perelstein
Senior Vice President, Director SIMNA
Senior Vice President, Director Schroder Ltd.
Louise Croset
First Vice President, Director SIMNA
First Vice President Schroder Ltd.
Trustee and Officer Schroder Series Trust II
Ellen B. Sullivan
Group Vice President, Director SIMNA
Director Schroder Capital Management Inc.
Catherine A. Mazza
Group Vice President SIMNA
President, Director Schroder Fund Advisors
Director Schroder Capital Management Inc.
Trustee and Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services
Heather Crighton
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.
Fariba Talebi
Group Vice President SIMNA
Director Schroder Capital Management Inc.
Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services
Ira Unschuld
Group Vice President SIMNA
Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services
Paul M. Morris
Senior Vice President SIMNA
Director Schroder Capital Management Inc.
Susan B. Kenneally
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.
Jennifer A. Bonathan
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.
</TABLE>
(d) Wells Capital Management Incorporated
The descriptions of Wells Capital Management ("WCM") in Parts A and B
of this Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of
WCM, including their business connections, which are of a substantial
nature. The address of WCM is 525 Market Street, San Francisco,
California 94105 and, unless otherwise indicated below, that address is
the principal business address of any company with which the directors
and principal executive officers are connected.
<TABLE>
<S> <C> <C>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
Allen J. Ayvazian Chief Equity Officer WCM
Robert Willis President and Chief Investment WCM
Officer
Brigid Breen Chief Compliance Officer WCM
Jose Casas Chief Operating Officer WCM
Larry Fernandes Principal WCM
Jacqueline Anne Flippin Principal WCM
Vice President and Investment McMorgan & Company
Portfolio Manager (until 1/98)
Stephen Galiani Senior Principal Director WCM
Qualivest Capital Management, Inc.
(until 5/97)
Madeleine Gish Senior Principal WCM
Kelli Ann Lee Managing Director WCM
Group Human Resource Manager Wells Fargo Bank, N.A.
(until 11/97)
Melvin Lindsey Managing Director WCM
Clark Messman Chief Legal Officer WCM
Brian Mulligan Managing Director WCM
Thomas O'Malley Managing Director WCM
Clyde Ostler Director WCM
Guy Rounsaville Director WCM
Katherine Schapiro Senior Principal WCM
Gary Schlossbertg Economist WCM
</TABLE>
(e) Peregrine Capital Management, Inc.
The descriptions of Peregrine Capital Management, Inc. ("Peregrine") in
Parts A and B of the Registration Statement, are incorporated by
reference herein. The following are the directors and principal
executive officers of Peregrine, including their business connections
which are of a substantial nature. The address of Peregrine is LaSalle
Plaza, 800 LaSalle Avenue, Suite 1850, Minneapolis, Minnesota 55402
and, unless otherwise indicated below, that address is the principal
business address of any company with which the directors and principal
executive officers are connected.
<TABLE>
<S> <C> <C>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
James R. Campbell Director Peregrine Capital Management, Inc.
Sixth and Marquette Ave.
Minneapolis, MN 55479-0116 Norwest Bank
President, Chief Officer, Director
Patricia D. Burns Senior Vice President Peregrine Capital Management, Inc.
Tasso H. Coin Senior Vice President Peregrine Capital Management, Inc.
John S. Dale Senior Vice President Peregrine Capital Management, Inc.
Julie M. Gerend Senior Vice President Peregrine Capital Management, Inc.
William D. Giese Senior Vice President Peregrine Capital Management, Inc.
Daniel J. Hagen Senior Vice President Peregrine Capital Management, Inc.
Ronald G. Hoffman Senior Vice President Peregrine Capital Management, Inc.
Secretary
Frank T. Matthews Vice President Peregrine Capital Management, Inc.
Jeannine McCormick Senior Vice President Peregrine Capital Management, Inc.
Barbara K. McFadden Senior Vice President Peregrine Capital Management, Inc.
Robert B. Mersky Chairman, President, Chief Peregrine Capital Management, Inc.
Executive Officer
Gary E. Nussbaum Senior Vice President Peregrine Capital Management, Inc.
James P. Rosse Vice President Peregrine Capital Management, Inc.
Jonathan L. Scharlau Assistant Vice President Peregrine Capital Management, Inc.
Jay H. Strohmaier Senior Vice President Peregrine Capital Management, Inc.
Paul E. von Kuster Senior Vice President Peregrine Capital Management, Inc.
Janelle M. Walter Assistant Vice President Peregrine Capital Management, Inc.
Paul R. Wurm Senior Vice President Peregrine Capital Management, Inc.
J. Daniel Vendermark Vice President Peregrine Capital Management, Inc.
Sixth and Marquette Avenue
Minneapolis, MN 55479-1013
Albert J. Edwards Senior Vice President Peregrine Capital Management, Inc.
Douglas G. Pugh Senior Vice President Peregrine Capital Management, Inc.
Colin Sharp Vice President Peregrine Capital Management, Inc.
</TABLE>
(f) Galliard Capital Management, Inc.
The descriptions of Galliard Capital Management, Inc. ("Galliard") in
Parts A and B of the Registration Statement, are incorporated by
reference herein. The following are the directors and principal
executive officers of Galliard, including their business connections
which are of a substantial nature. The address of Galliard is LaSalle
Plaza, Suite 2060, 800 LaSalle Avenue, Minneapolis, Minnesota 55479
and, unless otherwise indicated below, that address is the principal
business address of any company with which the directors and principal
executive officers are connected.
<TABLE>
<S> <C> <C>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
P. Jay Kiedrowski Chairman Galliard Capital Management, Inc.
Sixth and Marquette Ave.
Minneapolis, MN 55479 Norwest Investment Management,
Chairman, Chief Executive Officer Inc.
Executive Vice President Norwest Bank Minnesota, N.A.
Employee
Crestone Capital Management, Inc.
Director
Richard Merriam Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager
John Caswell Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager
Karl Tourville Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager
Laura Gideon Senior Vice President of Marketing Galliard Capital Management, Inc.
Leela Scattum Vice President of Operations Galliard Capital Management, Inc.
</TABLE>
(g) Smith Asset Management, L.P.
The descriptions of Smith Asset Management, L.P. ("Smith") in Parts A
and B, of the Registration Statement, are incorporated by reference
herein. The following are the directors and principal executive
officers of Smith, including their business connections which are of a
substantial nature. The address of Smith is 300 Crescent Court, Suite
750, Dallas, Texas 75201 and, unless otherwise indicated below, that
address is the principal business address of any company with which the
directors and principal executive officers are connected.
<TABLE>
<S> <C> <C>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
Stephen S. Smith President, Chief Executive Partner Smith Partner Discovery Management
Stephen J. Summers Chief Operating Officer Smith Partner Discovery Management
</TABLE>
Item 27. Principal Underwriters.
(a) Stephens Inc. ("Stephens"), distributor for the Registrant,
does not presently act as investment adviser for any other registered investment
companies, but does act as principal underwriter for MasterWorks Funds Inc.,
Stagecoach Funds, Inc. and Stagecoach Trust, Nations Fund, Inc., Nations Fund
Trust, Nations Fund Portfolios, Inc., Nations LifeGoal Funds, Inc. and Nations
Institutional Reserves, and Wells Fargo Variable Trust, Wells Fargo Core Trust
and Wells Fargo Funds Trust and is the exclusive placement agent for Master
Investment Portfolio, all of which are registered open-end management investment
companies.
(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV and Schedules A
and D thereto, filed by Stephens with the Securities and Exchange Commission
pursuant to the Investment Advisors Act of 1940 (file No. 501-15510).
(c) Not applicable.
Item 28. Location of Accounts and Records.
(a) The Registrant maintains accounts, books and other documents
required by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder (collectively, "Records") at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201.
(b) Wells Fargo Bank maintains all Records relating to its
services as investment adviser and administrator at 525 Market Street, San
Francisco, California 94105.
(c) BGFA and BGI maintains all Records relating to their services
as sub-adviser and custodian, respectively, at 45 Fremont Street, San Francisco,
California 94105.
(d) Stephens maintains all Records relating to its services as
distributor at 111 Center Street, Little Rock, Arkansas 72201.
(e) Norwest Bank Minnesota, N.A. maintains all Records relating to
its services as custodian at 6th & Marquette, Minneapolis, Minnesota 55479-0040.
(f) Wells Capital Management Incorporated maintains all Records
relating to its services as investment sub-adviser at 525 Market Street, San
Francisco, California 94105.
(g) Peregrine Capital Management, Inc. maintains all Records
relating to its services as investment sub-adviser at 800 LaSalle Avenue,
Minneapolis, Minnesota 55479.
(h) Galliard Capital Management, Inc. ("Galliard") maintains all
Records relating to its services as investment sub-adviser at 800 LaSalle
Avenue, Suite 2060, Minneapolis, Minnesota 55479.
(i) Smith Asset Management Group, LP maintains all Records
relating to its services as investment sub-adviser at 500 Crescent Court, Suite
250, Dallas, Texas 75201.
(j) Schroder Investment Management, North America Inc. maintains
all Records relating to its services as investment sub-adviser at 787 Seventh
Avenue, New York, New York 10019.
Item 29. Management Services.
Other than as set forth under the captions "Organization and
Management of the Funds"" in the Prospectus constituting Part A of this
Registration Statement and "Management" in the Statement of Additional
Information constituting Part B of this Registration Statement, the Registrant
is not a party to any management-related service contract.
Item 30. Undertakings. Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Little Rock, State of
Arkansas on the 6th day of December, 1999.
WELLS FARGO FUNDS TRUST
By /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement on Form N-1A has been signed below by
the following persons in the capacities and on the date indicated:
<TABLE>
<S> <C> <C>
Signature Title Date
* Trustee
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
/s/ Richard H. Blank, Jr. Assistant Secretary 12/6/99
Richard H. Blank, Jr.
As Attorney-in-Fact
December 6, 1999
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereto duly authorized in
the City of Little Rock, State of Arkansas on the 6th day of December, 1999.
WELLS FARGO CORE TRUST
By /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement on Form N-1A has been signed below by
the following persons in the capacities and on the date indicated:
<TABLE>
<S> <C> <C>
Signature Title Date
* Trustee
(Robert C. Brown)
* Trustee
(Jack S. Euphrat)
* Trustee
(Thomas S. Goho)
* Trustee
(Peter Gordon)
* Trustee
(W. Rodney Hughes)
* Trustee
(J. Tucker Morse)
* Trustee
(Donald H. Burkhardt)
* Trustee
(Richard M. Leach)
* Trustee
(Timothy J. Penny)
* Trustee
(Donald C. Willeke)
By /s/ Richard H. Blank, Jr. 12/6/99
Richard H. Blank, Jr.
As Attorney-in-Fact
December 6, 1999
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
EX99.B(i) Legal Opinion
<PAGE>
[MORRISON & FOERSTER LLP LETTERHEAD]
December 6, 1999
Wells Fargo Funds Trust
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Common Stock of
Wells Fargo Funds Trust
Ladies/Gentlemen:
We refer to the Registration Statement on Form N-1A (SEC File Nos.
333-74295 and 811-09253) (the "Registration Statement") of Wells Fargo Funds
Trust (the "Trust") relating to the registration of an indefinite number of
shares of common stock of the Trust (collectively, the "Shares").
We have been requested by the Trust to furnish this opinion as
Exhibit (i) to the Registration Statement.
We have examined documents relating to the organization of the
Trust and its series and the authorization and issuance of shares of its series.
Based upon and subject to the foregoing, we are of the opinion
that:
The issuance and sale of the Shares by the Trust, upon completion
of such corporate action as is deemed necessary or appropriate, will be duly and
validly authorized by such corporate action and assuming delivery by sale or in
accord with the Trust's dividend reinvestment plan in accordance with the
description set forth in the Fund's current prospectus under the Securities Act
of 1933, as amended, the Shares will be legally issued, fully paid and
nonassessable by the Trust.
<PAGE>
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we hereby consent to the use of our name and to the
reference to the description of advice rendered by our firm under the heading
"Counsel" in the Statements of Additional Information, which are included as
part of the Registration Statement.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE>
[MORRISON & FOERSTER LLP LETTERHEAD]
Writer's Direct Dial Number
(202) 887-1537
December 6, 1999
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Wells Fargo Funds Trust, SEC File Nos. 333-74295; 811-09253
Ladies/Gentlemen:
In connection with the registration of Wells Fargo Funds Trust
(the "Trust") as an investment company under the Investment Company Act of 1940
(the "1940 Act"), and the issuance of shares by it under the Securities Act of
1933 (the "1933 Act"), we are transmitting herewith for filing the Trust's
Post-Effective Amendment No. 7 under the 1933 Act and Amendment No. 8 under the
1940 Act to the Trust's Registration Statement on Form N-1A pursuant to Rule
485(a) (the "Amendment"). We hereby request selective review of the Amendment.
This Post-Effective Amendment No. 7 to the Registration Statement
of the Trust is being filed to register the form of prospectus for the Class O
shares of the Equity Index Fund. This Amendment does not raise novel or complex
issues of law or policy, and is scheduled to become effective February 4, 2000.
The prospectus describing the Class O shares is substantially
identical in all material respects to the Trust's filing for this Fund, with the
exceptions described below, made in Post-Effective Amendment No. 2 to the
Registration Statement of the Trust, which was filed on June 10, 1999 pursuant
to Rule 485(a) and became effective on November 8, 1999. All comments made in
connection with the review of Post-Effective Amendment No. 2 were addressed to
the staff's satisfaction.
Pursuant to Release 33-6510, we hereby request selective review of
the Trust's Post-Effective Amendment No. 7. Except for the disclosure in the
prospectus sections listed below describing fees and expenses for this class of
shares and how to purchase and sell these shares via an online account, the
Amendment is substantially identical in all material respects to the Trust's
most recent filing for this Fund, Post-Effective Amendment No. 6, which was
filed pursuant to Rule 485(b) to register the definitive forms of prospectuses
and statements of additional information for the Trust:
Prospectus
1. Performance History (none)
2. Summary of Expenses
3. Your Investment
If you have any questions or comments regarding this request,
please contact the undersigned at the number set forth above.
Sincerely,
/s/ Janis E. Fonda
Janis E. Fonda
- --------
1 Other Expenses are based on estimated amounts for the current fiscal year.
